DMC Global Inc.
04/27/2026 | Press release | Distributed by Public on 04/27/2026 06:00
Material Agreement, Corporate Action (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On April 24, 2026, DMC Global Inc. (the "Company") entered into Amendment No. 2 to Stockholder Protection Rights Agreement ("Amendment No. 2"), which further amends that certain Stockholder Protection Rights Agreement, dated as of June 5, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent (the "Original Rights Agreement"), as amended by that certain Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025 ("Amendment No. 1"). The Original Rights Agreement, as amended by Amendment No. 1 and as further amended by Amendment No. 2, is referred to herein as the "Amended Rights Agreement". Capitalized terms not defined herein have the meanings specified in the Amended Rights Agreement.
Pursuant to Amendment No. 2, the Expiration Time of the Rights has been extended for one year from June 4, 2026 to June 4, 2027 (unless the Rights are earlier redeemed, exchanged or terminated in accordance with the terms and conditions of the Amended Rights Agreement). Except for the extension of the Expiration Time, the Original Rights Agreement remains unaltered and in full force and effect.
Subject to exceptions specified in the Amended Rights Agreement, the Rights generally restrict any person or group from acquiring Beneficial Ownership of 10% (or 20% in the case of a Passive Investor) or more of the outstanding shares of Common Stock. For purposes of the Rights, the term "Beneficial Ownership" continues to include ownership of securities as to which a person has a right to become the beneficial owner - including upon exercise of conversion rights - regardless of whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions.
The Rights are in all respects subject to and governed by the provisions of the Amended Rights Agreement. The foregoing description of the Rights and the Amended Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which is attached hereto as Exhibit 4.1; Amendment No. 1, which is attached hereto as Exhibit 4.2; and Amendment No. 2, which is attached hereto as Exhibit 4.3, each of which is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated into this Item 3.03 by reference.
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