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    SEC Form S-8 filed by DMC Global Inc.

    5/13/26 4:28:59 PM ET
    $BOOM
    Industrial Specialties
    Industrials
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    S-8 1 tm2614246d1_s8.htm FORM S-8

     

    As filed with the Securities and Exchange Commission on May 13, 2026

    Registration No. 333-

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM S-8

     

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

     

     

    DMC Global Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   84-0608431
    (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
         

    11800 Ridge Parkway, Suite 300

    Broomfield, Colorado

     

     

    80021

    (Address of Principal Executive Offices)   (Zip Code)

     

    DMC GLOBAL INC. 2025 OMNIBUS INCENTIVE PLAN
    (AS AMENDED AND RESTATED EFFECTIVE MAY 13, 2026)

    (Full title of the plan)

     

    Eric V. Walter

    Chief Financial Officer

    DMC Global Inc.

    11800 Ridge Parkway, Suite 300

    Broomfield, Colorado 80021

    (Name and address of agent for service)

     

    (303) 655-5700

    (Telephone number, including area code, of agent for service)

     

    Copy to:

    Christopher J. Gyves

    Sudhir N. Shenoy

    Womble Bond Dickinson (US) LLP

    301 S. College St., Suite 3500

    Charlotte, North Carolina 28202

    (704) 331-4900

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act, as amended:

     

    Large accelerated filer  ¨ Accelerated filer   x
    Non-accelerated filer  ¨ Smaller reporting company  ¨
      Emerging growth company  ¨

     

    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 7(a)(2)(B) of the Securities Act.  ¨

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    On May 13, 2026, at the 2026 Annual Meeting of Stockholders of DMC Global Inc. (the “Company”), the Company’s stockholders re-approved the DMC Global Inc. 2025 Omnibus Incentive Plan (As Amended and Restated Effective May 13, 2026) (the “Plan”), to, among other things, increase the number of shares of the Company’s common stock, par value $0.05 per share (the “Common Stock”), available for issuance under the Plan by 700,000 shares. The Company has prepared this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), such additional 700,000 shares of Common Stock for issuance under the Plan. Pursuant to General Instruction E, the contents of the Registration Statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on May 14, 2025 (Registration No. 333-287265) are incorporated by reference into this Registration Statement, except as supplemented by the information set forth below.

     

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 8. Exhibits.

     

    Exhibit
    Number
      Description
       
    4.1   Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 4, 2016).
       
    4.2   Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2022).
         
    4.3   Certificate of Correction of Certificate of Amendment of DMC Global Inc. filed on August 14, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K filed with the Commission on August 15, 2024).
         
    4.4   Amended and Restated Bylaws of DMC Global Inc., adopted on May 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 20, 2024).
       
    5.1   Opinion of Womble Bond Dickinson (US) LLP as to the legality of the common stock being registered.
       
    23.1   Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1).
       
    23.2   Consent of Ernst & Young LLP.
       
    24.1   Power of Attorney (included on signature page).
       
    99.1   DMC Global Inc. 2025 Omnibus Incentive Plan (As Amended and Restated Effective May 13, 2026).
         
    107.1   Filing Fee Table.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on this 13th day of May, 2026.

     

    DMC GLOBAL INC.  
         
    By: /s/ James O’Leary  
      James O’Leary  
      Executive Chairman, President and Chief Executive Officer  

     

    POWER OF ATTORNEY

     

    Each of the undersigned authorizes James O’Leary and Eric V. Walter, or either of them severally, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file any and all amendments to the Registration Statement, including any and all post-effective amendments.

     

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of May 13, 2026.

     

    /s/ James O’Leary   /s/ Eric V. Walter
    Name: James O’Leary   Name: Eric V. Walter
    Title: Executive Chairman, President and Chief Executive Officer
    (Principal Executive Officer)
      Title: Chief Financial Officer
    (Principal Financial Officer)
         
    /s/ Brett Seger   /s/ John R. Doubman
    Name: Brett Seger   Name: John R. Doubman
    Title: Chief Accounting Officer
    (Principal Accounting Officer)
      Title: Director
         
    /s/ Ruth I. Dreessen   /s/ Michael A. Kelly
    Name: Ruth I. Dreessen   Name: Michael A. Kelly
    Title: Director   Title: Director
         
    /s/ Ouma Sananikone    /s/ Sharon S. Spurlin
    Name: Ouma Sananikone   Name: Sharon S. Spurlin
    Title: Director   Title: Director 

     

     

     

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