UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 1430, 2025

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-14775

84-0608431

~~001-14775~~

~~84-0608431~~

(State or Other Jurisdiction ofIncorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

~~Trading Symbol~~

~~Name of exchange on which registered~~

Common Stock, $0.05 Par Value

BOOM

The Nasdaq Global Select Market

~~BOOM~~

~~The Nasdaq Global Select Market~~

Stock Purchase Rights

true

The Nasdaq Global Select Market

~~The Nasdaq Global Select Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ¨

Item 51.~~02 Departure~~01 ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On May 30, 2025, DMC Global Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2025~~Amendment ~~Annual~~No. 1 ~~Meeting~~to ofStockholder ~~Stockholders~~Protection Rights Agreement (the “~~Annual Meeting~~Amendment”), which onamends ~~May~~that ~~14,~~certain ~~2025.~~Stockholder AtProtection ~~the~~Rights ~~Annual Meeting~~Agreement, ~~the~~dated ~~Company’s~~as ~~stockholders~~of ~~approved~~June 5, ~~the DMC Global Inc. 2025 Omnibus Incentive Plan (the “Plan”)~~2024, asby ~~described~~and inbetween the Company’s ~~Definitive~~and ~~Proxy~~Computershare Trust ~~Statement~~Company, ~~filed with the U~~N.SA., ~~Securities~~as ~~and~~Rights ~~Exchange~~Agent ~~Commission on April 1, 2025~~ (the “~~Proxy~~Original ~~Statement~~Rights Agreement”). ~~The~~and, ~~Plan~~as ~~was~~amended ~~previously approved~~ by the ~~Company’s~~Amendment, ~~Board of Directors (~~the “~~Board~~Amended Rights Agreement”),. ~~subject~~Capitalized toterms ~~stockholder~~not ~~approval,~~defined ~~based~~herein ~~upon~~have the ~~recommendation~~meanings ofspecified in the ~~Compensation~~Amended ~~Committee~~Rights ~~of the Board~~Agreement.

APursuant ~~summary~~to ofthe Amendment, the ~~material~~Expiration ~~terms~~Time of the ~~Plan~~Rights ishas ~~set~~been extended ~~forth~~for inone ~~the~~year ~~Proxy~~from ~~Statement.~~June 4, ~~The~~2025 ~~summary~~to ~~and~~June 4, ~~foregoing~~2026 ~~description~~(unless of the ~~Plan~~Rights are ~~qualified~~earlier inredeemed, ~~their~~exchanged ~~entirety~~or byterminated ~~reference~~in accordance towith the ~~full~~terms ~~text~~and conditions of the ~~Plan,~~Amended ~~which~~Rights isAgreement). ~~filed~~Except ~~hereto~~for asthe ~~Exhibit~~extension ~~10.1~~of the Expiration Time, the Original Rights Agreement remains unaltered and ~~incorporated~~in ~~herein~~full byforce ~~reference~~and effect.

~~Item~~The 5Rights, as amended, are in all respects subject to and governed by the provisions of the Amended Rights Agreement.~~07 Submission~~ The foregoing description of ~~Matters~~the Original Rights Agreement and the Amendment does not purport to abe ~~Vote~~complete and is qualified in its entirety by reference to the full text of ~~Security~~the ~~Holders~~Original Rights Agreement, which is attached hereto as Exhibit 4.1, and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.

~~The~~Item ~~Annual Meeting was held on May 14, 2025~~3.03. AtMaterial ~~the~~Modifications ~~Annual Meeting, the stockholders of the Company (i) elected the four persons listed below under “Proposal 1”~~ to ~~serve~~Rights ~~as directors~~ of ~~the~~Security Company until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”); (ii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; (iii) approved the Plan; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (v) elected Clifton Peter Rose to serve as a director of the Company until the 2026 Annual MeetingHolders.

~~There~~The ~~were~~information ~~20,550,530~~set ~~shares~~forth ofunder ~~Common~~Item ~~Stock~~1.01 ~~outstanding~~is asincorporated ofinto ~~March~~this Item ~~20, 2025, the record date for the Annual Meeting~~3.03 ~~At the Annual Meeting, holders of a total of 18,372,163 shares of Common Stock were present in person or represented~~ by ~~proxy~~reference. ~~The final voting results are reported below.~~

Proposal 1: The stockholders elected each of the four nominees to the Board to serve until the 2026 Annual Meeting based on the following vote:

Name	For	Withheld	Broker Non-Votes
James O'Leary	11,411,025	1,338,392	5,622,746
Ruth I. Dreessen	11,010,829	1,738,588	5,622,746
Michael A. Kelly	10,830,023	1,919,394	5,622,746
Ouma Sananikone	9,645,441	3,103,976	5,622,746

Proposal 2: The non-binding advisory vote concerning the compensation of the Company's named executive officers (the “say-on-pay vote”) was approved based on the following vote:

For						Against						Abstain						Broker Non-Votes
10,313,613						1,792,090						643,714						5,622,746

Proposal 3: The stockholders approved the Plan based on the following vote:

For						Against						Abstain						Broker Non-Votes
10,902,499						1,806,785						40,133						5,622,746

Proposal 4: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 based on the following vote:

For						Against						Abstain
17,725,742						281,879						364,542

Proposal 5: The stockholders elected Clifton Peter Rose to the Board to serve until the 2026 Annual Meeting based on the following vote:

For						Withheld						Broker Non-Votes
10,215,227						1,376,988						6,779,948

Item 9.01

Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit Number

Description

~~Description~~

10.1

DMC Global Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-287265) filed on May 14, 2025).

4.1

Stockholder Protection Rights Agreement, dated as of June 5, 2024, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 6, 2024).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

4.2

Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DMC Global Inc.

~~DMC Global Inc.~~

Dated:

May 19, 2025

By:

/s/ Eric V. Walter

Dated: June 3, 2025

By:

/s/ Eric V. Walter

Name: Eric V. Walter

Name:

Eric V. Walter

Title: Chief Financial Officer

Title:

Chief Financial Officer

Filing Compare · DMC Global Inc.