EX-4.2 2 tm2516602d1_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025 (this “Amendment”), amends that certain Stockholder Protection Rights Agreement, dated as of June 5, 2024 (the “Agreement”), by and between DMC Global Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. WITNESSETH WHEREAS, the Company and the Rights Agent have executed and entered into the Agreement; WHEREAS, Section 5.4 of the Agreement provides, among other things, that the Company and the Rights Agent may from time to time supplement or amend the Agreement without the approval of any holders of the Rights prior to the Flip-in Date, in any respect; and WHEREAS, the Board of Directors of the Company has deemed it advisable and in the best interests of the Company and its stockholders to amend the Agreement as set forth herein, and the Comp…
Open exhibit ↗Current Report · Items 1.01, 3.03, 9.01 · 8-K
DMC Global Inc.
BOOMNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders
Item 1.01 Entry into a Material Definitive Agreement. On May 30, 2025, DMC Global Inc. (the “Company”) entered into Amendment No. 1 to Stockholder Protection Rights Agreement (the “Amendment”), which 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…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 30,
2025, DMC Global Inc. (the “Company”) entered into Amendment No. 1 to Stockholder Protection Rights Agreement (the “Amendment”),
which 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” and, as amended by the Amendment, the “Amended
Rights Agreement”). Capitalized terms not defined herein have the meanings specified in the Amended Rights Agreement.
Pursuant to the Amendment, the Expiration Time of the Rights has been
extended for one year from June 4, 2025 to June 4, 2026 (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.
The Rights, as amended, are in all respects subject to and governed by the provisions
of the Amended Rights Agreement. The foregoing description of the Original Rights Agreement and the Amendment 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,
and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated into this
Item 3.03 by reference.