boom-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO ______

Commission file number 001-14775

DMC GLOBAL INC.

(Exact name of Registrant as Specified in its Charter)


Delaware						84-0608431
(State of Incorporation or Organization)						(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)

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.05 Par Value

BOOM

The Nasdaq Global Select Market

Stock Purchase Rights

The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer ☐						Accelerated filer ☒
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 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Act). Yes ☐ No ☒

The number of shares of Common Stock outstanding was 20,590,482 as of October 31, 2025.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend the forward-looking statements throughout this quarterly report on Form 10-Q to be covered by the safe harbor provisions for forward-looking statements. Statements contained in this report which are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. These statements can sometimes be identified by our use of forward-looking words such as “may,” “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “seek,” and other phrases of similar meaning. Such statements include, but are not limited to, expectations regarding the impact of volatility of energy markets and evolving U.S. and reciprocal tariff policies on sales and profitability, market-responsive initiatives at Arcadia Products, cost reduction and market share expansion initiatives at DynaEnergetics, order activity improvements at NobelClad, our ability to access capital markets transactions in the future, the availability of funds to support our liquidity position and our expected future liquidity position. The forward-looking information is based on information available as of the date of this quarterly report and on numerous assumptions and developments that are not within our control. Although we believe that our expectations as expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Factors that could cause actual results to differ materially include, but are not limited to, those factors referenced in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q and other potential factors, including: geopolitical and economic instability, including recessions or depressions; inflation; supply chain delays and disruptions; the availability and cost of energy; transportation disruptions; the ability to obtain new contracts at attractive prices; the size and timing of customer orders and shipments; product pricing and margins; our ability to realize sales from our backlog; fluctuations in customer demand; fluctuations in foreign currencies; competitive factors; the timely completion of contracts; the timing and size of expenditures; the timely receipt of government approvals and permits; the price and availability of metal, aluminum, and other raw materials; fluctuations in tariffs or quotas; changes in laws and regulations, both domestic and foreign, impacting our business and the business of the end-market users we serve; the adequacy of local labor supplies at our facilities; changes in immigration laws or enforcement programs; current or future limits on manufacturing capacity at our various operations; the impact of pending or future litigation or regulatory matters; the availability and cost of funds; our ability to access our borrowing capacity under our credit facility or access the capital markets; the actions of activist stockholders; global economic conditions; and wars, terrorism and armed conflicts. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

Item 1	Condensed Consolidated Financial Statements	4

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity and Redeemable Noncontrolling Interest for the three and nine months ended September 30, 2025 and 2024 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3	Quantitative and Qualitative Disclosure about Market Risk	44

Item 4	Controls and Procedures	44

PART II - OTHER INFORMATION

Item 1	Legal Proceedings	45

Item 1A	Risk Factors	45

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 5	Other Information	46

Item 6	Exhibits	47

	Signatures	47

Table of Contents

Part I - FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

DMC GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands, Except Share and Per Share Data)


	September 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	26,412	$	14,289

Accounts receivable, net of allowance for doubtful accounts of $4,850 and $6,881, respectively	105,629		103,361
Inventories	140,545		152,580
Prepaid expenses and other	14,051		18,792


Total current assets	286,637		289,022
Property, plant and equipment	246,576		235,124
Less - accumulated depreciation	(118,466)		(105,848)
Property, plant and equipment, net	128,110		129,276

Purchased intangible assets, net	159,814		174,104
Deferred tax assets	1,793		1,230
Other assets	67,789		77,705
Total assets	$	644,143	$	671,337

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,924	$	45,059
Accrued expenses	11,127		11,393


Accrued income taxes	5,357		7,574
Accrued employee compensation and benefits	13,195		10,399
Contract liabilities	14,105		23,162
Current portion of long-term debt	3,125		2,500
Other current liabilities	9,938		14,015

Total current liabilities	103,771		114,102
Long-term debt	53,409		68,318

Deferred tax liabilities	1,268		711
Other long-term liabilities	45,641		50,155
Total liabilities	204,089		233,286
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest	187,080		187,080
Stockholders’ equity
Preferred stock, $0.05 par value; 4,000,000 shares authorized; no issued and outstanding shares	—		—
Common stock, $0.05 par value; 50,000,000 shares authorized; 21,497,468 and 21,083,184 shares issued, respectively	1,075		1,054
Additional paid-in capital	306,461		305,460
Retained (deficit) earnings	(3,081)		—
Other cumulative comprehensive loss	(24,899)		(29,560)
Treasury stock, at cost, and company stock held for deferred compensation, at par; 906,986 and 820,322 shares, respectively	(26,582)		(25,983)


Total stockholders’ equity	252,974		250,971
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$	644,143	$	671,337

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except Share and Per Share Data)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net sales	$	151,532	$	152,429	$	466,309	$	490,477
Cost of products sold	118,703		122,324		355,550		371,607
Gross profit	32,829		30,105		110,759		118,870
Costs and expenses:
General and administrative expenses	15,282		14,349		47,861		45,952
Selling and distribution expenses	10,668		13,856		32,536		37,578
Amortization of purchased intangible assets	4,764		5,278		14,290		15,877
Goodwill impairment	—		141,725		—		141,725
Strategic review and related expenses	303		1,763		2,376		5,952
Restructuring expenses and asset impairments	1,202		2,069		2,676		2,348

Total costs and expenses	32,219		179,040		99,739		249,432
Operating income (loss)	610		(148,935)		11,020		(130,562)
Other expense:
Other expense, net	(334)		(520)		(898)		(1,213)
Interest expense, net	(1,632)		(2,113)		(5,142)		(6,746)
(Loss) income before income taxes	(1,356)		(151,568)		4,980		(138,521)
Income tax provision	714		7,848		4,866		12,283





Net (loss) income	$	(2,070)	$	(159,416)	$	114	$	(150,804)
Less: Net income (loss) attributable to redeemable noncontrolling interest	1,011		(58,093)		2,402		(56,056)
Net loss attributable to DMC Global Inc. stockholders	$	(3,081)	$	(101,323)	$	(2,288)	$	(94,748)

Net loss per share attributable to DMC Global Inc. stockholders:
Basic	$	(0.10)	$	(8.27)	$	(0.31)	$	(8.04)
Diluted	$	(0.10)	$	(8.27)	$	(0.31)	$	(8.04)
Weighted-average shares outstanding:
Basic	19,930,699		19,706,587		19,883,652		19,648,253
Diluted	19,930,699		19,706,587		19,883,652		19,648,253

Reconciliation to net loss attributable to DMC Global Inc. stockholders after adjustment of redeemable noncontrolling interest for purposes of calculating earnings per share


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net loss attributable to DMC Global Inc. stockholders	$	(3,081)	$	(101,323)	$	(2,288)	$	(94,748)
Adjustment of redeemable noncontrolling interest	1,018		(61,687)		(3,801)		(63,201)
Net loss attributable to DMC Global Inc. stockholders after adjustment of redeemable noncontrolling interest	$	(2,063)	$	(163,010)	$	(6,089)	$	(157,949)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Amounts in Thousands)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net (loss) income	$	(2,070)	$	(159,416)	$	114	$	(150,804)

Change in cumulative foreign currency translation adjustment	9		1,946		4,661		318
Other comprehensive (loss) income	$	(2,061)	$	(157,470)	$	4,775	$	(150,486)

Less: comprehensive income (loss) attributable to redeemable noncontrolling interest	1,011		(58,093)		2,402		(56,056)

Comprehensive (loss) income attributable to DMC Global Inc. stockholders	$	(3,072)	$	(99,377)	$	2,373	$	(94,430)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(Amounts in Thousands, Except Share Data)

(unaudited)


								Other		Treasury Stock, at cost, and			Total		Redeemable
				Additional		Retained		Cumulative		Company Stock Held for			DMC Global Inc.		Non-
	Common Stock			Paid-In		Earnings		Comprehensive		Deferred Compensation, at par			Stockholders’		Controlling
	Shares	Amount		Capital		(Deficit)		Loss		Shares	Amount		Equity		Interest
Balances, December 31, 2024	21,083,184	$	1,054	$	305,460	$	—	$	(29,560)	(820,322)	$	(25,983)	$	250,971	$	187,080
Net income	—	—		—		677		—		—	—		677		1,186
Change in cumulative foreign currency translation adjustment	—	—		—		—		1,174		—	—		1,174		—
Shares issued in connection with stock compensation plans	319,846	16		(13)		—		—		(59,796)	(3)		—		—
Stock-based compensation	—	—		1,504		—		—		—	—		1,504		95
Distribution to redeemable noncontrolling interest holder	—	—		—		—		—		—	—		—		(1,200)
Adjustment of redeemable noncontrolling interest	—	—		—		81		—		—	—		81		(81)
Treasury stock activity	—	—		—		—		—		(32,190)	(484)		(484)		—
Balances, March 31, 2025	21,403,030	$	1,070	$	306,951	$	758	$	(28,386)	(912,308)	$	(26,470)	$	253,923	$	187,080
Net income	—	—		—		116		—		—	—		116		205
Change in cumulative foreign currency translation adjustment	—	—		—		—		3,478		—	—		3,478		—


Shares issued in connection with stock compensation plans	84,779	4		(4)		—		—		(8,356)	—		—		—



Stock-based compensation	—	—		1,322		—		—		—	—		1,322		95

Distribution to redeemable noncontrolling interest holder	—	—		—		—		—		—	—		—		(5,200)
Adjustment of redeemable noncontrolling interest	—	—		(4,026)		(874)		—		—	—		(4,900)		4,900
Treasury stock activity	—	—		—		—		—		14,124	(82)		(82)		—

Balances, June 30, 2025	21,487,809	$	1,074	$	304,243	$	—	$	(24,908)	(906,540)	$	(26,552)	$	253,857	$	187,080
Net (loss) income	—	—		—		(3,081)		—		—	—		(3,081)		1,011
Change in cumulative foreign currency translation adjustment	—	—		—		—		9		—	—		9		—
Shares issued in connection with stock compensation plans	9,659	1		(1)		—		—		(2,153)	—		—		—
Stock-based compensation	—	—		1,201		—		—		—	—		1,201		7

Adjustment of redeemable noncontrolling interest	—	—		1,018		—		—		—	—		1,018		(1,018)
Treasury stock activity	—	—		—		—		—		1,707	(30)		(30)		—
Balances, September 30, 2025	21,497,468	$	1,075	$	306,461	$	(3,081)	$	(24,899)	(906,986)	$	(26,582)	$	252,974	$	187,080

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(Amounts in Thousands, Except Share Data)

(unaudited)


								Other		Treasury Stock, at cost, and			Total		Redeemable
				Additional				Cumulative		Company Stock Held for			DMC Global Inc.		Non-
	Common Stock			Paid-In		Retained		Comprehensive		Deferred Compensation, at par			Stockholders’		Controlling
	Shares	Amount		Capital		Earnings		Loss		Shares	Amount		Equity		Interest
Balances, December 31, 2023	20,467,495	$	1,023	$	313,833	$	146,604	$	(26,426)	(689,700)	$	(24,739)	$	410,295	$	187,760
Net income (loss)	—	—		—		2,563		—		—	—		2,563		(244)
Change in cumulative foreign currency translation adjustment	—	—		—		—		(1,113)		—	—		(1,113)		—
Shares issued in connection with stock compensation plans	236,509	12		(12)		—		—		—	—		—		—
Stock-based compensation	—	—		1,412		—		—		—	—		1,412		137
Distribution to redeemable noncontrolling interest holder	—	—		—		—		—		—	—		—		(2,880)
Adjustment of redeemable noncontrolling interest	—	—		—		(2,307)		—		—	—		(2,307)		2,307
Treasury stock activity	—	—		—		—		—		(32,030)	(936)		(936)		—

Balances, March 31, 2024	20,704,004	$	1,035	$	315,233	$	146,860	$	(27,539)	(721,730)	$	(25,675)	$	409,914	$	187,080
Net income	—	—		—		4,012		—		—	—		4,012		2,281
Change in cumulative foreign currency translation adjustment	—	—		—		—		(515)		—	—		(515)		—


Shares issued in connection with stock compensation plans	85,643	5		127		—		—		—	—		132		—




Stock-based compensation	—	—		1,670		—		—		—	—		1,670		112
Distribution to redeemable noncontrolling interest holder	—	—		—		—		—		—	—		—		(1,600)
Adjustment of redeemable noncontrolling interest	—	—		—		793		—		—	—		793		(793)
Treasury stock activity	—	—		—		—		—		(26,536)	(17)		(17)		—
Balances, June 30, 2024	20,789,647	$	1,040	$	317,030	$	151,665	$	(28,054)	(748,266)	$	(25,692)	$	415,989	$	187,080
Net loss	—	—		—		(101,323)		—		—	—		(101,323)		(58,093)
Change in cumulative foreign currency translation adjustment	—	—		—		—		1,946		—	—		1,946		—
Shares issued in connection with stock compensation plans	8,097	—		—		—		—		—	—		—		—

Stock-based compensation	—	—		1,646		—		—		—	—		1,646		126
Distribution to redeemable noncontrolling interest holder	—	—		—		—		—		—	—		—		(3,720)
Adjustment of redeemable noncontrolling interest	—	—		(11,345)		(50,342)		—		—	—		(61,687)		61,687
Treasury stock activity	—	—		—		—		—		(13,141)	(47)		(47)		—
Balances, September 30, 2024	20,797,744	$	1,040	$	307,331	$	—	$	(26,108)	(761,407)	$	(25,739)	$	256,524	$	187,080

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

(unaudited)


	Nine months ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	114	$	(150,804)
Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation	11,100		10,294
Amortization of purchased intangible assets	14,290		15,877
Amortization of deferred debt issuance costs	710		624

Stock-based compensation	4,376		5,103

Bad debt expense	1,025		4,979
Deferred income taxes	(7)		4,734
Asset impairments	296		1,044
Goodwill impairment	—		141,725
Other	905		(76)

Change in:
Accounts receivable, net	(551)		(9,458)
Inventories	14,495		1,357
Prepaid expenses and other	14,250		2,351
Accounts payable	610		15,388
Contract liabilities	(9,432)		(399)

Accrued expenses and other liabilities	(13,841)		(7,954)
Net cash provided by operating activities	38,340		34,785
Cash flows from investing activities:



Proceeds from maturities of marketable securities	—		3,000
Proceeds from sales of marketable securities	—		9,619
Acquisition of property, plant and equipment	(10,943)		(11,600)
Proceeds from property, plant and equipment reimbursements	3,682		406
Proceeds on sale of property, plant and equipment	47		100
Proceeds from settlement of note receivable	4,167		—
Net cash (used in) provided by investing activities	(3,047)		1,525
Cash flows from financing activities:
Repayments on term loan	(1,875)		(118,750)
Borrowings on term loan	—		50,000
Borrowings on revolving loans	99,159		77,650
Repayments on revolving loans	(111,805)		(50,400)

Payment of debt issuance costs	(650)		(2,735)
Distributions to redeemable noncontrolling interest holder	(6,400)		(8,321)


Net proceeds from issuance of common stock to employees and directors	—		132
Treasury stock purchases	(578)		(1,000)

Net cash used in financing activities	(22,149)		(53,424)

Effects of exchange rates on cash	(1,021)		585

Net increase (decrease) in cash and cash equivalents	12,123		(16,529)
Cash and cash equivalents, beginning of the period	14,289		31,040
Cash and cash equivalents, end of the period	$	26,412	$	14,511

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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DMC GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands, Except Share and Per Share Data)

(unaudited)

1. BASIS OF PRESENTATION

The information included in the Condensed Consolidated Financial Statements is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the interim periods presented. Certain information and footnote disclosures, including critical and significant accounting policies normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this quarterly presentation. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2024.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of DMC Global Inc. (“DMC”, “we”, “us”, “our”, or the “Company”) and its controlled subsidiaries. All intercompany accounts, profits, and transactions have been eliminated in consolidation.

Accounts Receivable

The Company measures expected credit losses for its accounts receivable using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company has disaggregated pools of accounts receivable balances by business, geography and/or customer risk profile and has used history and other experience to establish an allowance for credit losses at the time the receivable is recognized. To measure expected credit losses, we have elected to pool trade receivables by segment and analyze each segment’s accounts receivable balances as separate populations. Within each segment, receivables exhibit similar risk characteristics.

During the three and nine months ended September 30, 2025, our expected loss rate reflects uncertainties in market conditions present in our businesses, including supply chain disruptions, industry consolidation, higher interest rates, as well as global geopolitical and economic instability. In addition, we reviewed receivables outstanding, including aged balances, and in circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us, we recorded a specific allowance for credit losses against the amounts due, reducing the net receivable recognized to the amount we estimate will be collected. The offsetting expense is charged to “Selling and distribution expenses” in our Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2025, net provisions of $329 and $1,025, respectively, were recorded. During the three and nine months ended September 30, 2024, net provisions of $3,943 and $4,979, respectively, were recorded.

The following table summarizes year-to-date activity in the allowance for credit losses on receivables from customers in each of our business segments:


	Arcadia Products		DynaEnergetics		NobelClad		DMC Global Inc.
Allowance for doubtful accounts, December 31, 2024	$	495	$	6,369	$	17	$	6,881

Current period provision for expected credit losses	388		997		13		1,398
Write-offs charged against the allowance	(51)		(3,010)		—		(3,061)
Recoveries of amounts previously reserved	(316)		(57)		—		(373)
Impacts of foreign currency exchange rates and other	—		4		1		5
Allowance for doubtful accounts, September 30, 2025	$	516	$	4,303	$	31	$	4,850

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Redeemable Noncontrolling Interest

On December 23, 2021, DMC completed the acquisition of 60% of the membership interests in Arcadia Products, LLC, a Colorado limited liability company resulting from the conversion of Arcadia, Inc. (collectively, “Arcadia Products”). The limited liability company operating agreement for Arcadia Products (the “Operating Agreement”) contains a right for the Company to purchase the remaining interest in Arcadia Products from the minority interest holder on or after December 23, 2024 (“Call Option”). Similarly, the Operating Agreement originally permitted the minority interest holder of Arcadia Products the right to sell its remaining interest in Arcadia Products to the Company on or after December 23, 2024 ("Put Option"). On December 3, 2024, the Company and minority interest holder entered into an amendment to the Operating Agreement whereby the minority interest holder agreed not to exercise the Put Option until on or after September 6, 2026.

The purchase price for any interests sold pursuant to the Call Option or Put Option continues to be based upon a predefined calculation as included within the Operating Agreement. In connection with an exercise of the Call Option, the Operating Agreement would require payment of the purchase price in cash. However, in connection with the exercise of the Put Option, the Operating Agreement permits the Company the option to pay the purchase price in cash or in a combination of cash and preferred stock that would be authorized at that time.

The Company initially accounted for the noncontrolling interest at its acquisition date fair value. We determined that neither the Call Option nor the Put Option meet the definition of a derivative as the Operating Agreement does not allow for contractual net settlement, the options cannot be settled outside the Operating Agreement through a market mechanism, and the underlying shares are deemed illiquid as they are not publicly traded and thus not considered readily convertible to cash. Additionally, the settlement price for both options is based upon a predefined calculation tied to adjusted earnings rather than a fixed price, and the formula is based upon a multiple of Arcadia Products’ average adjusted earnings over a three-year period, subject to a floor value as defined in the Operating Agreement which is based primarily upon a contractually stated equity value. As such, we have concluded that the Call Option and Put Option are embedded within the noncontrolling interest and therefore do not represent freestanding instruments.

Given that the noncontrolling interest is subject to possible redemption with redemption rights that are not entirely within the control of the Company, we have concluded that the noncontrolling interest should be accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity ("ASC 480"). The noncontrolling interest is also probable of redemption, as the only criteria for the security to become redeemable is the passage of time. As such, the redeemable noncontrolling interest is classified in temporary equity, separate from the stockholders’ equity section, in the Condensed Consolidated Balance Sheets.

At each balance sheet date subsequent to acquisition, two separate calculations must be performed to determine the value of the redeemable noncontrolling interest. First, the redeemable noncontrolling interest must be accounted for in accordance with ASC 810 Consolidation (“ASC 810”) whereby income (loss) and cash distributions attributable to the redeemable noncontrolling interest holder are ascribed. After this occurs, applicable provisions of ASC 480 must be considered to determine whether any further adjustment is necessary to increase the carrying value of the redeemable noncontrolling interest. An adjustment would only be necessary if the estimated settlement amount of the redeemable noncontrolling interest, per the terms of the Operating Agreement, exceeds the carrying value calculated in accordance with ASC 810. If such adjustment is required, the impact is immediately recorded to retained earnings and additional paid-in capital, upon absence of retained earnings, and therefore does not impact the Condensed Consolidated Statements of Operations or Comprehensive Income (Loss). As of September 30, 2025, and December 31, 2024, the redeemable noncontrolling interest was $187,080, which is equal to the floor value per the Operating Agreement.

Promissory Note

In order to equalize after-tax consideration to the redeemable noncontrolling interest holder relative to an alternative transaction structure, immediately following the closing of the acquisition, the Company loaned $24,902 to the redeemable noncontrolling interest holder. The loan was evidenced by an unsecured promissory note, and the loan will be repaid out of proceeds from the sale of the redeemable noncontrolling interest holder’s interests in Arcadia Products, whether received upon exercise of the Put Option, the Call Option or upon sale to third parties permitted under the terms of the Operating Agreement. The loan must be repaid in full at the earlier of the exercise of the Put or Call Option, or by December 16, 2051, and has been recorded within “Other assets” in the Condensed Consolidated Balance Sheets.

Revenue Recognition

The Company’s revenues are derived from consideration paid by customers for tangible goods. The Company analyzes its different products by segment to determine the appropriate basis for revenue recognition. Revenue is not generated from

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sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers.

Our rights to payments for goods transferred to customers within our DynaEnergetics and NobelClad business segments arise when control is transferred at a point in time and not on any other criteria. Our rights to payments for goods transferred to customers within our Arcadia Products business segment also predominantly arise when control is transferred at a point in time; however, at times, control of certain customized, project-based products passes to the customer over time. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days across all of our segments. In instances when we require customers to make advanced payments prior to the shipment of their orders, we record a contract liability. We have determined that our contract liabilities do not include a significant financing component given the short duration between order initiation and order fulfillment within each of our segments. Refer to Note 10 "Business Segments" for disaggregated revenue disclosures.

See additional revenue recognition policy disclosures specific to each of our business segments within our Annual Report filed on Form 10-K for the year ended December 31, 2024.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impact of tax credits are recognized as an immediate adjustment to income tax expense. We recognize deferred tax assets for the expected future effects of all deductible temporary differences to the extent we believe these assets will more likely than not be realized. We record a valuation allowance when, based on current circumstances, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial performance and existing valuation allowances, if any.

We recognize the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured as the largest benefit that is more likely than not to be realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense.

Earnings Per Share

In periods with net income, the Company computes earnings per share (“EPS”) using a two-class method, which is an earnings allocation formula that determines EPS for (i) each class of common stock (the Company has a single class of common stock), and (ii) participating securities according to dividends declared and participation rights in undistributed earnings. Restricted stock awards (“RSAs”) granted under the 2016 Omnibus Incentive Plan are considered participating securities in periods of net income as they receive non-forfeitable rights to dividends as common stock. RSAs do not participate in net losses. RSAs granted under the 2025 Omnibus Incentive Plan are non-participating securities as they do not receive non-forfeitable rights to dividends as common stock.

Basic EPS is calculated by dividing net income (loss) attributable to the Company’s stockholders after adjustment of redeemable noncontrolling interest and dividends, if applicable, by the weighted-average number of common shares outstanding during the period. Net income (loss) available to common shareholders of the Company includes any adjustment to the redeemable noncontrolling interest as of the end of the period presented. Refer to the "Redeemable Noncontrolling Interest" section above for further discussion of the calculation of the adjustment of the redeemable noncontrolling interest. Diluted EPS adjusts basic EPS for the effects of RSAs, restricted stock units, performance share units and other potentially dilutive financial instruments (“dilutive securities”), only in the periods in which such effect is dilutive. The effect of the dilutive securities is reflected in diluted EPS by application of the more dilutive of (1) the treasury stock method or (2) the two-class method. For the

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applicable periods presented, diluted EPS using the two-class method was more dilutive than the treasury stock method; as such, only the two-class method has been included below.


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net loss attributable to DMC Global Inc. stockholders, as reported	$	(3,081)	$	(101,323)	$	(2,288)	$	(94,748)
Adjustment of redeemable noncontrolling interest	1,018		(61,687)		(3,801)		(63,201)

Less: Undistributed net income available to participating securities	—		—		—		—
Numerator for basic net loss per share:	(2,063)		(163,010)		(6,089)		(157,949)
Add: Undistributed net income allocated to participating securities	—		—		—		—
Less: Undistributed net income reallocated to participating securities	—		—		—		—
Numerator for diluted net loss per share:	$	(2,063)	$	(163,010)	$	(6,089)	$	(157,949)
Denominator:
Weighted-average shares outstanding for basic net loss per share	19,930,699		19,706,587		19,883,652		19,648,253
Effect of dilutive securities (1)	—		—		—		—
Weighted-average shares outstanding for diluted net loss per share	19,930,699		19,706,587		19,883,652		19,648,253
Net loss per share attributable to DMC Global Inc. stockholders
Basic	$	(0.10)	$	(8.27)	$	(0.31)	$	(8.04)
Diluted	$	(0.10)	$	(8.27)	$	(0.31)	$	(8.04)

(1) Given that we were in a net loss position for the three and nine months ended September 30, 2025, and 2024, all potentially dilutive shares were anti-dilutive.

Deferred Compensation Plan

The Company maintains a Non-Qualified Deferred Compensation Plan (the “Plan”) as part of its overall compensation package for certain employees. Until enrollment in the Plan was suspended effective January 1, 2025, participants were eligible to defer a portion of their annual salary, their annual incentive bonus, and their equity awards through the Plan on a tax-deferred basis. Deferrals into the Plan were not matched or subsidized by the Company, nor were they eligible for above-market or preferential earnings.

The Plan provides for deferred compensation obligations to be settled either by delivery of a fixed number of shares of DMC’s common stock or in cash, in accordance with participant contributions and elections. For deferred equity awards, subsequent to equity award vesting and after a period prescribed by the Plan, participants historically could elect to diversify contributions of equity awards into other investment options available to Plan participants. Once diversified, such contributions are settled by delivery of cash. Effective January 1, 2024, diversification of newly deferred equity awards is no longer permitted by the Plan.

The Company has established a grantor trust commonly known as a “rabbi trust” and contributed certain assets to partially satisfy the future obligations to participants in the Plan. These assets are subject to potential claims of the Company’s general creditors. The assets held in the trust include unvested RSAs, vested company stock awards, company-owned life insurance (“COLI”) on certain current and former employees, and money market funds. Unvested RSAs and common stock held by the trust are reflected in the Condensed Consolidated Balance Sheets within “Treasury stock, at cost, and company stock held for deferred compensation, at par” at the par value of the common stock or unvested RSAs. These accounts are not adjusted for subsequent changes in the fair value of the common stock. COLI is accounted for at the cash surrender value while money market funds held by the trust are accounted for at fair value.

Deferred compensation obligations that will be settled in cash are accounted for on an accrual basis in accordance with the terms of the Plan. These obligations are adjusted based on changes in value of the underlying investment options chosen by Plan participants. Deferred compensation obligations that will be settled by delivery of a fixed number of previously vested shares of the Company’s common stock are reflected in the Condensed Consolidated Statements of Stockholders’ Equity and

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Redeemable Noncontrolling Interest within “Common stock” at the par value of the common stock or unvested RSAs. These accounts are not adjusted for subsequent changes in the fair value of the common stock.

The balances related to the deferred compensation plan were as follows for the periods presented. The amounts included within “Prepaid expenses and other” and “Other current liabilities” pertain to scheduled distributions per the terms of the Plan that will occur within twelve months of September 30, 2025.


	Balance Sheet location	September 30, 2025		December 31, 2024
Deferred compensation assets	Prepaid expenses and other	$	1,835	$	5,742
Deferred compensation assets	Other assets	2,511		3,396
Deferred compensation obligations	Other current liabilities	1,835		5,742
Deferred compensation obligations	Other long-term liabilities	$	6,105	$	7,183

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

•Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

•Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

•Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability.

The highest priority is assigned to Level 1 inputs and the lowest priority to Level 3 inputs.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value. The carrying value of our revolving loans and term loan under our credit facility, as well as the European line of credit, when outstanding, also approximate their fair value because of the variable interest rate associated with these instruments, which reset each month at market interest rates. All of these account balances are considered Level 1 assets and liabilities.

Our foreign currency forward contracts are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, we classify these instruments as Level 2 in the fair value hierarchy. Money market funds of $685 as of September 30, 2025, and $974 as of December 31, 2024, held to satisfy future deferred compensation obligations are valued based upon the market values of underlying securities and are classified as Level 2 assets in the fair value hierarchy.

We did not hold any Level 3 assets or liabilities as of September 30, 2025, or December 31, 2024.

Restructuring Expenses and Asset Impairments

During the three and nine months ended September 30, 2025, we recorded total restructuring expenses and asset impairments of $1,202 and $2,676, respectively. Expenses incurred during the nine months ended September 30, 2025, included contract termination costs associated with exiting leases of $1,013 and $605 at NobelClad and DynaEnergetics, respectively, and employee severance of $1,058 related to headcount reductions across all three business segments.

During the three and nine months ended September 30, 2024, we recorded total restructuring expenses and asset impairments of $2,069 and $2,348, respectively. Expenses incurred during the nine months ended September 30, 2024, included employee severance associated of $1,304 related to headcount reductions at DynaEnergetics and Arcadia Products and $1,044 related to the abandonment of a planned manufacturing expansion at DynaEnergetics.

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Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”), which amends income tax disclosure requirements for the effective tax rate reconciliation to include incremental income tax information and expanded disclosures of income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, and is applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of ASU 2023-09 on our financial statements and disclosures.

We have considered all other recent accounting pronouncements issued, but not yet effective, and we do not expect any to have a material effect on the Company’s Condensed Consolidated Financial Statements.

3. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Significant cost elements included in inventory are raw materials, labor, freight, subcontract costs, and manufacturing overhead. As necessary, we write down inventory to its net realizable value by recording provisions for excess, slow moving and obsolete inventory. To determine provision amounts, we regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments.

Inventories consisted of the following at September 30, 2025:


	Arcadia Products		DynaEnergetics		NobelClad		DMC Global Inc.
Raw materials	$	7,710	$	26,385	$	6,154	$	40,249
Work-in-process	6,348		11,265		8,939		26,552
Finished goods	49,994		23,426		91		73,511
Supplies	—		—		233		233
Total inventories	$	64,052	$	61,076	$	15,417	$	140,545

Inventories consisted of the following at December 31, 2024:


	Arcadia Products		DynaEnergetics		NobelClad		DMC Global Inc.
Raw materials	$	9,548	$	25,831	$	6,624	$	42,003
Work-in-process	5,942		10,201		14,248		30,391
Finished goods	57,495		22,038		374		79,907
Supplies	—		—		279		279
Total inventories	$	72,985	$	58,070	$	21,525	$	152,580

4. PURCHASED INTANGIBLE ASSETS

Our purchased intangible assets consisted of the following at September 30, 2025:


	Gross		Accumulated Amortization		Net


Customer relationships	$	210,500	$	(67,150)	$	143,350

Trademarks / Trade names	22,000		(5,536)		16,464
Total intangible assets	$	232,500	$	(72,686)	$	159,814

Our purchased intangible assets consisted of the following at December 31, 2024:


	Gross		Accumulated Amortization		Net
Core technology	$	260	$	(260)	$	—
Customer relationships	211,077		(54,537)		156,540

Trademarks / Trade names	22,000		(4,436)		17,564
Total intangible assets	$	233,337	$	(59,233)	$	174,104

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5. CONTRACT LIABILITIES

At times, we require customers to make advanced payments prior to the shipment of their orders to help finance our inventory investment on large orders or keep customers’ credit limits at acceptable levels. Contract liabilities were as follows for the periods presented:


	September 30, 2025		December 31, 2024
Arcadia Products	$	8,564	$	9,408
NobelClad	5,095		12,381
DynaEnergetics	446		1,373
Total	$	14,105	$	23,162

We generally expect to recognize the revenue associated with contract liabilities over a time period no longer than one year, but unforeseen circumstances can cause delays in shipments associated with contract liabilities, primarily supply chain delays and disruptions.

6. LEASES

The Company leases real properties for use in manufacturing and as administrative and sales offices, and leases automobiles and office equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating. Right-of-use (“ROU”) assets are initially measured at the present value of lease payments over the lease term plus initial direct costs, if any. If a lease does not provide a discount rate and the implicit rate cannot be readily determined, an incremental borrowing rate is used to determine the present value of future lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term within the Condensed Consolidated Statements of Operations. Lease and non-lease components within the Company’s lease agreements are accounted for together. Variable lease payments are recognized in the period in which the obligation is incurred.

Nearly all of the Company’s leasing arrangements are classified as operating leases. ROU asset and lease liability balances were as follows for the periods presented:


	September 30, 2025		December 31, 2024
ROU asset	$	37,011	$	42,164

Current lease liability	7,922		8,297
Long-term lease liability	33,179		37,150
Total lease liability	$	41,101	$	45,447

The ROU asset is reported in “Other assets” while the current lease liability is reported in “Other current liabilities” and the long-term lease liability is reported in “Other long-term liabilities” in the Company’s Condensed Consolidated Balance Sheets. Cash paid for operating lease liabilities is recorded as operating cash outflows in the Company’s Condensed Consolidated Statements of Cash Flows.

Arcadia Products leases certain office, manufacturing, distribution and warehouse facilities from entities affiliated with the redeemable noncontrolling interest holder and the president of Arcadia Products. There were eight such leases in effect as of September 30, 2025, with expiration dates ranging from calendar years 2025 to 2031, inclusive of the assumed exercise of applicable renewal options. As of September 30, 2025, the total ROU asset and related lease liability recognized for these leases was $18,978 and $20,148, respectively. During the three and nine months ended September 30, 2025, and 2024, associated lease expense was $1,156 and $3,469, respectively, in each period, and is included in total operating lease expense.

For the three months ended September 30, 2025, and 2024, total operating lease expense was $3,220 and $3,291, respectively. For the nine months ended September 30, 2025, and 2024, total operating lease expense was $9,466 and $10,016, respectively. Short term and variable lease costs were not significant for any period presented.

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7. DEBT

Outstanding borrowings consisted of the following at:


	September 30, 2025		December 31, 2024
Syndicated credit agreement:
U.S. Dollar revolving loan	$	11,750	$	24,375
Term loan	46,250		48,125


European line of credit	—		—
Outstanding borrowings	58,000		72,500
Less: debt issuance costs	(1,466)		(1,682)
Total debt	56,534		70,818
Less: current portion of long-term debt	(3,125)		(2,500)
Long-term debt	$	53,409	$	68,318

Syndicated Credit Agreement

On February 6, 2024, the Company and certain domestic subsidiaries entered into an amendment (the “First Amendment”) to its existing credit agreement with a syndicate of banks, led by KeyBank National Association (the “credit facility”). The First Amendment provides for certain changes to the credit facility, including an increase in the maximum commitment amount from $200,000 to $300,000. The credit facility allows for revolving loans of up to $200,000, a $50,000 term loan facility, and a $50,000 delayed draw term loan facility that can be accessed by the Company at its discretion until February 6, 2026 (the “Delayed Draw Term Loan Facility”). The $50,000 term loan facility is amortizable at $625 per quarter beginning on June 30, 2024, through March 31, 2026. Quarterly term loan amortization increases to $938 on June 30, 2026, through March 31, 2028, and increases to $1,250 from June 30, 2028, through December 31, 2028. A balloon payment for the outstanding term loan balance is due upon the credit facility maturity date of February 6, 2029. The credit facility retains a $100,000 accordion feature to increase the commitments under the revolving loan and/or by adding one or more term loans subject to approval by the applicable lenders. The credit facility is secured by certain assets of DMC including accounts receivable, inventory, and fixed assets, including Arcadia Products and its subsidiary, as well as guarantees and share pledges by DMC and its subsidiaries. The revolving loan can also be used to issue bank guarantees to customers to secure their advanced payments. As of September 30, 2025, and December 31, 2024, bank guarantees of $443, respectively, were secured.

Borrowings under the $200,000 revolving loan limit and $50,000 term loan can be in the form of Adjusted Daily Simple Secured Overnight Financing Rate ("SOFR") loans or one month Adjusted Term SOFR loans. Additionally, U.S. dollar borrowings on the revolving loan can be in the form of Base Rate loans (Base Rate borrowings are based on the greater of the administrative agent’s Prime rate, an adjusted Federal Funds rate or an adjusted SOFR rate). SOFR loans currently bear interest at the applicable SOFR rate plus an applicable margin (varying from 2.25% to 3.25%). Base Rate loans currently bear interest at the defined Base Rate plus an applicable margin (varying from 1.25% to 2.25%).

The credit facility includes various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurring additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified ratios.

The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio currently permitted by our credit facility is 3.0 to 1.0; provided, however, that the Second Amendment (as defined below) provides for a temporary increase in the maximum leverage ratio under certain circumstances as described below.

The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes divided by the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.25 to 1.0.

On June 10, 2025, the Company and certain domestic subsidiaries entered into an amendment to the credit facility (the “Second Amendment”). The Second Amendment provides for certain changes to the credit facility, including modifications to

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the Company’s financial covenants and applicable interest rates to accommodate the possible acquisition of the remaining 40% minority interest in Arcadia Products. Key provisions of the Second Amendment include a temporary increase in the Company’s maximum leverage ratio to 3.5x adjusted EBITDA over the trailing 12 months — up from 3.0x — should either the Put Option or the Call Option be exercised. This elevated leverage limit will apply for the first two quarters following payment of the purchase price of the Put Option or the Call Option, followed by a reduction to 3.25x in the third quarter, and a return to 3.0x thereafter. Additionally, proceeds under the Delayed Draw Term Loan Facility may be held (to the extent drawn on such facility prior to expiration) in a restricted account after the expiration of such facility for purposes of paying the purchase price of the Put Option or the Call Option in the future.

As of September 30, 2025, we were in compliance with all financial covenants and other provisions of our debt agreements.

European Line of Credit

We maintain a line of credit with a German bank with a borrowing capacity of €7,000 for our NobelClad and DynaEnergetics operations in Europe. This line of credit is also used to issue bank guarantees to customers to secure their advanced payments. As of September 30, 2025, and December 31, 2024, we had no outstanding borrowings under this line of credit, and bank guarantees of €1,687 and €2,843, respectively, were secured. The line of credit has open-ended terms and can be canceled by the bank at any time.

8. STOCKHOLDERS PROTECTION RIGHTS AGREEMENT

On June 5, 2024, the Company’s board of directors (the “Board”) adopted the Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one right (“Right”) for each share of the Company’s common stock outstanding at the close of business on June 17, 2024. One Right will also be issued together with each share of common stock issued by the Company after that date, but before the Separation Time (as defined in the Rights Agreement). Each Right initially represents the right to purchase one one-thousandth (0.001) of a share of Series B Participating Preferred Stock for $75.00, subject to adjustment and upon such terms and subject to the conditions set forth in the Rights Agreement. Rights will generally become exercisable if any person (or any persons acting as a group) acquires “Beneficial Ownership” (as defined in the Rights Agreement) of 10%, or 20% in the case of certain passive investors, or more of the Company’s outstanding common stock. If Rights become exercisable, all holders of Rights (other than the person, entity or group triggering the Rights Agreement, whose rights will become void and will not be exercisable) will have the right to purchase from the Company for $75.00, subject to certain potential adjustments, shares of the Company’s common stock having a market value of twice that amount.

On May 30, 2025, the Company entered into Amendment No. 1 to the Rights Agreement (the “Amendment”). Pursuant to the Amendment, the expiration time of the Rights has been extended for one year to June 4, 2026, unless the Rights are earlier redeemed, exchanged or terminated in accordance with the terms and conditions of the Rights Agreement, as amended. Except for the extension of the expiration time, the Rights Agreement remains unaltered and in full force and effect. There is currently no impact on the Company’s Condensed Consolidated Financial Statements.

The Company’s Certificate of Incorporation authorizes the issuance of preferred stock. However, as of September 30, 2025, no preferred stock has been issued.

9. INCOME TAXES

The effective tax rate for each of the periods reported differs from the U.S. statutory rate primarily due to variation in contribution to consolidated pre-tax income from each jurisdiction for the respective periods, differences between the U.S. and foreign tax rates (which range from 20% to 32%), permanent differences between book and taxable income, and income or loss attributable to the redeemable noncontrolling interest holder.

Arcadia Products is treated as a partnership for U.S. tax purposes. With the exception of certain state taxes, income or loss flows through to the shareholders and is taxed at the shareholder level. Tax impacts related to income or loss from Arcadia Products that are included in consolidated pretax results but are attributable to the redeemable noncontrolling interest holder are not included in the consolidated income tax provision.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Additionally, a three-year cumulative loss at a consolidated financial statement level may be viewed as negative evidence impacting a jurisdiction that by itself is not in a three-year cumulative loss position. During the

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three and nine months ended September 30, 2025, we were in a three-year cumulative loss position at the consolidated financial statement level, driven by historical losses in the U.S. primarily related to the impairment of Arcadia Products’ goodwill in 2024. Accordingly, we have maintained the previously established valuation allowance against the corresponding net deferred tax assets in the U.S. as of September 30, 2025. The Company will continue to monitor the realizability of deferred tax assets and the need for valuation allowances and will record adjustments in the periods in which facts support such changes.

DMC files income tax returns in the U.S. federal jurisdiction, as well as various U.S. state and foreign jurisdictions. Our tax provisions reflect our best estimate of state, local, federal and foreign taxes. In 2024, tax audits in Germany of both our NobelClad and DynaEnergetics subsidiaries commenced for the years 2019 through 2021. While the audits are not unexpected, the outcomes cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with our expectations, the Company could be required to adjust its provisions for income taxes in the period such resolution occurs.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA includes significant tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We do not expect the OBBBA to have a material impact on our current fiscal year effective tax rate. While we continue to evaluate the impact for future years, we anticipate a reduction to cash taxes paid in years after 2025 due primarily to favorable provisions related to depreciation and interest deductions.

10. BUSINESS SEGMENTS

Our business is organized into three segments: Arcadia Products, DynaEnergetics and NobelClad. In December 2021, DMC acquired a 60% controlling interest in Arcadia Products. Arcadia Products designs, engineers, fabricates, and finishes aluminum framing systems, windows, curtain walls, storefronts, entrance systems, and interior partitions to the commercial construction market. Additionally, Arcadia Products supplies customized windows and doors to the high-end residential construction market. DynaEnergetics designs, manufactures, markets, and sells perforating systems and associated hardware for the global oil and gas industry. NobelClad produces explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints for commuter rail cars, ships, and liquified natural gas (LNG) processing equipment.

Our reportable segments are separately managed, strategic business units that offer different products. Each segment’s products are marketed to different customer types and require different manufacturing processes and technologies, and each segment has separate financial information available. The Chief Operating Decision Maker ("CODM") uses segment operating income or loss to allocate resources (including employees, property, and financial or capital resources) for each segment in the budget and forecasting process and to assess ongoing performance on a monthly basis. The CODM does not review total assets by segment for purposes of assessing segment performance and allocating resources. As such, the disclosure of total assets by segment has not been included below. The accounting policies of our reportable segments are the same as those described in Note 2 "Significant Accounting Policies". The Company's CODM is our Board of Directors.

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Segment information is as follows for the three months ended September 30, 2025:


	Arcadia Products		DynaEnergetics		NobelClad		Total
Net sales	$	61,661	$	68,946	$	20,925	$	151,532
Cost of products sold	43,944		58,970		15,717		118,631
Gross profit	17,717		9,976		5,208		32,901

Stock-based compensation*	18		—		—		18
General and administrative expenses	6,062		2,416		2,076		10,554
Selling and distribution expenses	4,156		4,514		1,870		10,540
Amortization of purchased intangible assets	4,764		—		—		4,764
Restructuring expenses and asset impairments	132		57		1,013		1,202

Operating income	2,585		2,989		249		5,823
Unallocated corporate expenses							(3,871)
Unallocated stock-based compensation*							(1,342)
Other expense, net							(334)
Interest expense, net							(1,632)
Loss before income taxes							(1,356)
Income tax provision							714
Net loss							$	(2,070)

Segment information is as follows for the nine months ended September 30, 2025:


	Arcadia Products		DynaEnergetics		NobelClad		Total
Net sales	$	189,221	$	201,359	$	75,729	$	466,309
Cost of products sold	134,893		164,613		55,831		355,337
Gross profit	54,328		36,746		19,898		110,972

Stock-based compensation*	493		—		—		493
General and administrative expenses	19,695		8,191		4,119		32,005
Selling and distribution expenses	13,104		12,764		6,277		32,145
Amortization of purchased intangible assets	14,290		—		—		14,290
Restructuring expenses and asset impairments	649		803		1,224		2,676

Operating income	6,097		14,988		8,278		29,363
Unallocated corporate expenses							(14,496)
Unallocated stock-based compensation*							(3,847)
Other expense, net							(898)
Interest expense, net							(5,142)
Income before income taxes							4,980
Income tax provision							4,866
Net income							$	114

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Segment information is as follows for the three months ended September 30, 2024:


	Arcadia Products		DynaEnergetics		NobelClad		Total
Net sales	$	57,818	$	69,679	$	24,932	$	152,429
Cost of products sold	44,256		61,332		16,663		122,251
Gross profit	13,562		8,347		8,269		30,178

Stock-based compensation*	315		—		—		315
General and administrative expenses	7,006		2,299		1,110		10,415
Selling and distribution expenses	4,112		7,276		2,190		13,578
Amortization of purchased intangible assets	5,278		—		—		5,278
Restructuring expenses and asset impairments	248		1,821		—		2,069
Goodwill impairment	141,725		—		—		141,725
Operating (loss) income	(145,122)		(3,049)		4,969		(143,202)
Unallocated corporate expenses							(4,377)
Unallocated stock-based compensation*							(1,356)
Other expense, net							(520)
Interest expense, net							(2,113)
Loss before income taxes							(151,568)
Income tax provision							7,848
Net loss							$	(159,416)

Segment information is as follows for the nine months ended September 30, 2024:


	Arcadia Products		DynaEnergetics		NobelClad		Total
Net sales	$	189,491	$	224,011	$	76,975	$	490,477
Cost of products sold	135,959		183,560		51,840		371,359
Gross profit	53,532		40,451		25,135		119,118

Stock-based compensation*	938		—		—		938
General and administrative expenses	22,049		8,201		3,207		33,457
Selling and distribution expenses	12,451		17,540		6,927		36,918
Amortization of purchased intangible assets	15,833		44		—		15,877
Restructuring expenses and asset impairments	527		1,821		—		2,348
Goodwill impairment	141,725		—		—		141,725
Operating (loss) income	(139,991)		12,845		15,001		(112,145)
Unallocated corporate expenses							(14,531)
Unallocated stock-based compensation*							(3,886)
Other expense, net							(1,213)
Interest expense, net							(6,746)
Loss before income taxes							(138,521)
Income tax provision							12,283
Net loss							$	(150,804)

* Stock-based compensation is not allocated to wholly owned segments DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia Products segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder.

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	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Depreciation and amortization:
Arcadia Products	$	5,784	$	6,192	$	17,332	$	18,510
DynaEnergetics	1,821		1,642		5,434		5,039
NobelClad	813		807		2,388		2,377
Segment depreciation and amortization	8,418		8,641		25,154		25,926
Corporate and other	79		81		236		245
Consolidated depreciation and amortization	$	8,497	$	8,722	$	25,390	$	26,171

The disaggregation of revenue earned from contracts with customers is based on the geographic location of the customer. For Arcadia Products, net sales have been presented consistent with United States regional definitions as provided by the American Institute of Architects. For DynaEnergetics and NobelClad, all net sales are from products shipped from our manufacturing facilities and distribution centers located in the United States, Germany, and Canada.

Arcadia Products


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
West	$	51,342	$	48,020	$	157,873	156,171
South	4,153		5,656		15,147		18,967
Northeast	3,664		2,025		9,300		7,410
Midwest	2,502		2,117		6,901		6,943
Total Arcadia Products	$	61,661	$	57,818	$	189,221	$	189,491

DynaEnergetics


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
United States	$	54,975	$	53,924	$	160,426	$	170,916
United Arab Emirates	2,652		56		3,375		181
Kuwait	1,298		2,340		2,916		4,792
Canada	1,255		5,809		9,121		18,920
Oman	986		1,770		3,830		6,281
Indonesia	376		306		2,912		1,748
India	172		201		438		6,344




Rest of the world (1)	7,232		5,273		18,341		14,829
Total DynaEnergetics	$	68,946	$	69,679	$	201,359	$	224,011

(1) Rest of the world does not include any individual country comprising sales greater than 3% of total DynaEnergetics revenue.

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NobelClad


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
United States	$	7,031	$	12,656	$	24,379	$	39,644
Canada	2,982		1,225		8,020		8,697
South Korea	1,985		116		3,704		640
Germany	1,791		684		16,942		2,549
China	1,731		2,273		2,302		3,562
France	812		709		2,312		2,408
Bahrain	717		758		1,028		1,739
South Africa	641		7		906		1,323
United Arab Emirates	594		1,340		2,010		2,495
Netherlands	437		891		1,457		2,700
Belgium	230		106		3,047		491
Saudi Arabia	119		2,133		2,773		2,746






Rest of the world (1)	1,855		2,034		6,849		7,981
Total NobelClad	$	20,925	$	24,932	$	75,729	$	76,975

(1) Rest of the world does not include any individual country comprising sales greater than 3% of total NobelClad revenue.

During the three and nine months ended September 30, 2025, one DynaEnergetics customer accounted for approximately 26% and 25%, respectively, of consolidated net sales. During the three and nine months ended September 30, 2024, one DynaEnergetics customer accounted for approximately 25% and 23%, respectively, of consolidated net sales. Additionally, the same DynaEnergetics customer accounted for approximately 33% and 30% of consolidated accounts receivable as of September 30, 2025, and December 31, 2024, respectively.

11. DERIVATIVE INSTRUMENTS

We are exposed to foreign currency exchange risk resulting from fluctuations in exchange rates, primarily the U.S. dollar to the euro, the U.S. dollar to the Canadian dollar and, to a lesser extent, other currencies, arising from intercompany and third-party transactions entered into by our subsidiaries that are denominated in currencies other than their functional currency. Changes in exchange rates with respect to these transactions result in unrealized gains or losses if such transactions are unsettled at the end of the reporting period or realized gains or losses at settlement of the transaction. We use foreign currency forward contracts to offset foreign exchange rate fluctuations on foreign currency denominated asset and liability positions. None of these contracts are designated as accounting hedges, and all changes in the fair value of forward contracts are recognized in “Other expense, net” within our Condensed Consolidated Statements of Operations.

We execute derivatives with a specialized foreign exchange brokerage firm as well as other large financial institutions. The primary credit risk inherent in derivative agreements is the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. We perform a review of the credit risk of our counterparties at the inception of the contract and on an ongoing basis. We anticipate that our counterparties will be able to fully satisfy their obligations under the agreements but will take action if doubt arises regarding the counterparties’ ability to perform.

As of September 30, 2025, and December 31, 2024, the net notional amounts of forward contracts the Company held were $4,739 and $8,331, respectively. At September 30, 2025, and December 31, 2024, the fair value of outstanding forward contracts was $0.

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The following table reflects the location and amount of net (losses) gains from hedging activities for the periods presented. These hedging net (losses) gains offset foreign currency gains and losses recorded in the normal course of business, which are not shown below.


		Three months ended September 30,				Nine months ended September 30,
Derivative	Statements of Operations Location	2025		2024		2025		2024
Foreign currency contracts	Other expense, net	$	(88)	$	487	$	869	$	(726)

12. COMMITMENTS AND CONTINGENCIES

Contingent Liabilities

The Company records an accrual for contingent liabilities when a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. When no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued.

Legal Proceedings

In the ordinary course of its business, the Company is involved in a number of lawsuits and claims, both actual and potential. In addition to the matters discussed below, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, safety and health, commercial, tax, product liability, intellectual property infringement and employment matters, and other actions and claims arising out of the normal course of business. Although it is difficult to accurately predict the outcome of any such proceedings, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the financial position of the Company.

Stockholder Litigation

On December 6, 2024, Samuel Garson, individually and on behalf of a putative class, filed a securities class action lawsuit in the United States District Court for the District of Colorado (the “District Court”) against the Company and other defendants (collectively, the “Defendants”). The complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b5-1 promulgated thereunder on behalf of a putative class of all persons who purchased the Company’s securities between May 3, 2024, and November 4, 2024. In particular, the complaint alleged that the Defendants made false and misleading statements during the class period concerning the Company’s business resulting in injury to the purported class members. On January 27, 2025, a second securities class action lawsuit was filed in the District Court by Alessandro Laurent, individually and of behalf of a putative class, asserting substantially the same allegations, but on behalf of all purchasers of the Company’s securities between January 29, 2024 and November 4, 2024. Both complaints sought certification of a class of purchasers of the Company’s securities during the respective class periods and an award of damages, interest, costs and expenses (including attorney’s fees) to the respective plaintiffs and class members. On February 5, 2025, the District Court ordered the two lawsuits consolidated, and on June 23, 2025, the lead plaintiff in the consolidated case filed an amended complaint adding additional allegations within the class period. On August 22, 2025, the Defendants moved to dismiss all claims in the consolidated case.

On June 6, 2025, Michael Lewis filed a related stockholder derivative lawsuit in the District Court against the Company as nominal defendant and certain directors and officers, alleging breaches of fiduciary duties under Delaware law and violations of Section 14(a) of the Exchange Act, based in significant part on the allegations made in the Garson and Laurent complaints. On July 16, 2025, Lee Runey filed another related stockholder derivative lawsuit, also in the District Court, against the Company as nominal defendant and certain directors and officers, alleging breaches of fiduciary duties and other similar claims under Delaware law as well as violations of Section 14(a) of the Exchange Act, based in significant part on the allegations made in Lewis and the amended complaint in Garson. On August 23, 2025, the parties in both derivative cases jointly requested that the District Court consolidate and stay the derivative cases until after a ruling is issued on the pending Garson motion to dismiss, and the District Court granted such request on October 14, 2025.

The Company intends to vigorously defend itself against the foregoing actions.

Due to the nature of these matters and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any, in these circumstances.

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Environmental Matter

In 2024, the Company entered into a Consent Decree with Los Angeles Waterkeeper (Waterkeeper) to settle a citizen suit alleging stormwater-related violations of the Clean Water Act at three Arcadia Products facilities located in Vernon, California. The Consent Decree requires the Company to undertake certain improvements to its stormwater management infrastructure and practices at all three facilities over the next several years. It also required the Company to reimburse Waterkeeper for $70 in claimed costs and spend $100 on a Supplemental Environmental Project. The Consent Decree was entered by the U.S. District Court for the Central District of California following a U.S. Department of Justice 45-day review period.

The Company also has been in contact with the Los Angeles Regional Water Quality Control Board (LARWQCB) to address certain alleged violations of stormwater regulatory requirements that may be subject to mandatory minimum penalties under applicable California law. The Company cannot predict how this matter will be resolved, but has accrued $762 in aggregate to address potential outstanding claims.

13. STRATEGIC REVIEW AND RELATED EXPENSES

During the first quarter of 2024, the Company announced that the Board had initiated a review of strategic alternatives for the DynaEnergetics and NobelClad segments. In conjunction with the Board’s consideration of various strategic, business, and financial alternatives, the Company incurred significant expenses. In October 2024, the Company announced that the Board was no longer actively marketing the DynaEnergetics and NobelClad segments. However, in response to subsequent inquiries and actions of certain stockholders, the Company has continued to incur significant expenses as the Board satisfies its fiduciary obligations with respect to such inquiries. During the three months ended September 30, 2025, such expenses incurred were $303 and related primarily to professional service fees. During the nine months ended September 30, 2025, strategic review and related expenses were $2,376, and primarily included $1,786 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.

During the three months ended September 30, 2024, strategic review expenses incurred were $1,763 and primarily included $1,045 in professional service fees and $709 in employee retention compensation, including $101 of stock-based compensation. During the nine months ended September 30, 2024, strategic review and related expenses incurred were $5,952 and primarily included $3,189 in professional service fees and $2,060 in employee retention compensation, including $279 of stock-based compensation.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our historical Consolidated Financial Statements and notes that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2024.

Unless stated otherwise, all dollar figures are presented in thousands (000s).

Overview

General

DMC Global Inc. (“DMC”, "we", "us", "our", or the "Company") owns and operates Arcadia Products, DynaEnergetics and NobelClad, three innovative, asset-light manufacturing businesses that provide differentiated products and engineered solutions to segments of the construction, energy, industrial processing and transportation markets. Our businesses seek to capitalize on their product and service differentiation to expand profit margins, increase cash flow and enhance shareholder value. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.”

Arcadia Products

On December 23, 2021, DMC completed the acquisition of 60% of the membership interests in Arcadia Products, LLC, a Colorado limited liability company resulting from the conversion of Arcadia, Inc. (collectively, “Arcadia Products”). Arcadia Products designs, engineers, fabricates, and finishes aluminum framing systems, windows, curtain walls, storefronts, entrance systems, and interior partitions to the commercial construction market. Additionally, Arcadia Products supplies customized windows and doors to the high-end residential construction market.

Cost of products sold for Arcadia Products includes the cost of aluminum, paint, and other raw materials used in manufacturing as well as employee compensation and benefits, manufacturing facility lease expense, depreciation of manufacturing equipment, supplies and other manufacturing overhead expenses.

DynaEnergetics

DynaEnergetics designs, manufactures, markets, and sells perforating systems and associated hardware for the global oil and gas industry. These products are primarily sold to oilfield service companies in the U.S., Europe, Canada, Africa, the Middle East, and Asia. The market for perforating products, which are used during the well completion process, generally corresponds with oil and gas exploration and production activity. Well completion operations are increasingly complex, which in turn has increased the demand for intrinsically-safe, reliable and technically advanced perforating systems.

Cost of products sold for DynaEnergetics includes the cost of metals, explosives and other raw materials used to manufacture shaped charges, detonating products and perforating guns as well as employee compensation and benefits, depreciation of manufacturing facilities and equipment, supplies and other manufacturing overhead expenses.

NobelClad

NobelClad produces explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints for commuter rail cars, ships, and liquified natural gas (LNG) processing equipment. While most demand for our products is driven by maintenance and retrofit projects at existing plants and facilities, new projects for petrochemical processing, oil refining, and aluminum smelting facilities also account for a significant portion of total demand. These industries tend to be cyclical in nature, and the timing of new order inflow remains difficult to predict.

Cost of products sold for NobelClad includes the cost of metals, explosive powders and other raw materials used to manufacture clad metal plates and transition joints as well as employee compensation and benefits, outside processing costs, depreciation of manufacturing facilities and equipment, manufacturing facility lease expense, supplies and other manufacturing overhead expenses.

Factors Affecting Results

•Consolidated sales were $151,532 in the third quarter of 2025 compared with $152,429 in the third quarter of 2024, a decrease of 1%. The decrease in consolidated sales performance was principally driven by lower sales at NobelClad.

•Arcadia Products reported sales of $61,661 in the third quarter of 2025, representing an increase of 7% compared with the third quarter of 2024. The increase was primarily attributable to higher sales in commercial markets.

•DynaEnergetics’ sales of $68,946 in the third quarter of 2025 represented a 1% decrease compared with the third quarter of 2024. The decline was primarily due to a decrease in pricing of DynaStage® (DS) perforating systems attributable to industry consolidation in the United States, partially offset by an increase in international sales due to project timing.

•NobelClad’s sales of $20,925 in the third quarter of 2025 decreased 16% compared with the third quarter of 2024 reflecting lower current activity levels due in part to evolving tariff policies.

•The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.19 to 1.0 as of September 30, 2025, in comparison to the maximum ratio permitted of 3.0 to 1.0. The Company’s adjusted leverage ratio, calculated using net debt, a non-GAAP measure, was 0.65 to 1.0 as of September 30, 2025.

Outlook

Our three manufacturing businesses continue to closely monitor evolving macroeconomic conditions, including volatility in global energy markets and changes in U.S. and reciprocal tariff policies. DynaEnergetics and NobelClad are assessing the potential impacts of weak crude oil prices, which traded near multi-year lows early in the fourth quarter. The sales and profitability of our businesses could be adversely affected if they, or their customers, are unable to mitigate the effects of low energy prices and tariffs, or if these factors dampen product demand. For additional information regarding potential tariff impacts, see Part II, Item 1A. Risk Factors.

Our Arcadia Products business is working to address the impact of persistently high interest rates and generally lower construction activity. The business has rightsized its high-end residential cost structure to align with current market conditions, and continues to focus on strengthening its core commercial operations, which generate approximately 75% of the segment’s sales.

DynaEnergetics is continuing a series of initiatives designed to reduce costs and increase market share. These efforts are intended to offset an expected decline in demand for its well perforating systems during the remainder of the year due to lower oil prices and reduced well completion activity.

At NobelClad, we use backlog, defined as all unfilled firm purchase orders and commitments at a point in time, to measure the immediate outlook for our NobelClad business. Most firm purchase orders and commitments are realized and shipped within twelve months. Order backlog increased to $57,040 at the end of the third quarter of 2025 from $37,263 at the end of the second quarter of 2025. The increase reflected the receipt of a large order associated with an international chemical project. The order has helped offset lower booking activity in NobelClad’s U.S. market, which has been negatively impacted, in part, by tariff-related uncertainty.

Use of Non-GAAP Financial Measures

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States (GAAP), the Company also discloses certain non-GAAP financial measures that we use in operational and financial decision making. Non-GAAP financial measures include the following:

•EBITDA: defined as net income (loss) plus net interest, taxes, depreciation and amortization.

•Adjusted EBITDA: excludes from EBITDA stock-based compensation, restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC’s operating performance (as further described in the tables below).

•Adjusted EBITDA attributable to DMC Global Inc.: excludes the Adjusted EBITDA attributable to the 40% redeemable noncontrolling interest in Arcadia Products.

•Adjusted EBITDA for DMC business segments: defined as operating income (loss) plus depreciation, amortization, allocated stock-based compensation (if applicable), restructuring expenses and asset impairment charges (if applicable)

and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

•Adjusted net income (loss): defined as net income (loss) attributable to DMC Global Inc. stockholders prior to the adjustment of redeemable noncontrolling interest plus restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

•Adjusted diluted earnings per share: defined as diluted earnings per share attributable to DMC Global Inc. stockholders (exclusive of adjustment of redeemable noncontrolling interest) plus restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC’s operating performance.

•Net debt: defined as total debt less consolidated cash, cash equivalents and marketable securities per the Condensed Consolidated Balance Sheets.

•Free-cash flow: defined as cash flows from operating activities less net acquisitions of property, plant and equipment.

Management believes providing these additional financial measures is useful to investors in understanding the Company’s operating performance, excluding the effects of restructuring, asset impairment, and other nonrecurring charges, as well as its liquidity. Management typically monitors the business utilizing the above non-GAAP measures, in addition to GAAP results, to understand and compare operating results across accounting periods, and certain management incentive awards are based, in part, on these measures. The presence of non-GAAP financial measures in this report is not intended to suggest that such measures be considered in isolation or as a substitute for, or as superior to, DMC’s GAAP information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness. Given that not all companies use identical calculations, DMC’s presentation of non-GAAP financial measures may not be comparable to similarly titled measures of other companies.

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Consolidated Results of Operations

Three months ended September 30, 2025 compared with three months ended September 30, 2024


	Three months ended September 30,
	2025			2024			$ change		% change
Net sales	$	151,532		$	152,429		$	(897)	(1	%)
Gross profit	32,829			30,105			2,724		9	%
Gross profit percentage	21.7		%	19.8		%
COSTS AND EXPENSES:
General and administrative expenses	15,282			14,349			933		7	%
% of net sales	10.1		%	9.4		%
Selling and distribution expenses	10,668			13,856			(3,188)		(23	%)
% of net sales	7.0		%	9.1		%
Amortization of purchased intangible assets	4,764			5,278			(514)		(10	%)
% of net sales	3.1		%	3.5		%
Goodwill impairment	—			141,725			(141,725)		(100	%)
Strategic review and related expenses	303			1,763			(1,460)		(83	%)

Restructuring expenses and asset impairments	1,202			2,069			(867)		(42	%)
Operating income (loss)	610			(148,935)			149,545		100	%
Other expense, net	(334)			(520)			186		(36	%)
Interest expense, net	(1,632)			(2,113)			481		(23	%)
Loss before income taxes	(1,356)			(151,568)			150,212		99	%
Income tax provision	714			7,848			(7,134)		(91	%)
Net loss	(2,070)			(159,416)			157,346		99	%
Less: Net income (loss) attributable to redeemable noncontrolling interest	1,011			(58,093)			59,104		102	%
Net loss attributable to DMC Global Inc.	(3,081)			(101,323)			98,242		97	%
Adjusted EBITDA attributable to DMC Global Inc.	$	8,564		$	5,671		$	2,893	51	%

Net sales were $151,532 for the three months ended September 30, 2025, or a decrease of 1% compared with the same period in 2024, primarily due to lower sales at NobelClad. The 16% decline at NobelClad reflects lower current activity levels due in part to evolving tariff policies. This decrease was partially offset by a 7% increase in net sales at Arcadia Products due to higher sales in commercial markets.

Gross profit percentage was 21.7% compared with 19.8% for the same period in 2024. The increase was attributable to higher absorption of fixed manufacturing overhead costs as a result of the increase in net sales at Arcadia Products and lower inventory charges at DynaEnergetics. The increase was partially offset by a less favorable project and regional mix at NobelClad which also experienced lower absorption of fixed manufacturing overhead costs given the decrease in its net sales.

General and administrative expenses increased $933 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the recognition of a remediation liability at a former NobelClad European cladding site as well as higher outside services costs.

Selling and distribution expenses decreased $3,188 for the three months ended September 30, 2025, compared with the same period in 2024, driven by lower bad debt expense of $3,614 and lower outside services costs of $162, as well as a reduction in selling costs of $164 at NobelClad and DynaEnergetics due to the decrease in net sales. The decrease was partially offset by an increase in compensation costs of $880 primarily at Arcadia Products.

Amortization of purchased intangible assets decreased $514 for the three months ended September 30, 2025, compared to the same period in 2024, as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

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Goodwill impairment of $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Strategic review and related expenses of $303 for the three months ended September 30, 2025, included primarily professional service fees.

For the three months ended September 30, 2024, strategic review expenses incurred were $1,763 and primarily included $1,045 in professional service fees and $709 in employee retention compensation, including $101 of stock-based compensation.

Restructuring expenses and asset impairments of $1,202 for the three months ended September 30, 2025, included $1,013 in contract termination costs associated with exiting a lease at NobelClad and $189 of employee severance associated with headcount reductions, primarily at Arcadia Products.

For the three months ended September 30, 2024, restructuring expenses and asset impairments of $2,069 related to the abandonment of a planned manufacturing expansion at DynaEnergetics and employee severance associated with headcount reductions at DynaEnergetics and Arcadia Products.

Operating income of $610 for the three months ended September 30, 2025, increased compared to operating loss of $148,935 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024, higher gross profit, and a reduction in selling and distribution expenses driven by lower bad debt expense.

Other expense, net of $334 for the three months ended September 30, 2025, primarily related to net realized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Income tax provision of $714 was recorded on loss before income taxes of $1,356 for the three months ended September 30, 2025. Our most significant operations are in the United States, which has a 21% statutory income tax rate, and Germany, which has a 32% combined statutory income tax rate. The mix of income or loss before income taxes between these jurisdictions is one of the primary drivers of the difference between our 21% statutory tax rate and our effective tax rate. Additionally, the effective rate was impacted unfavorably by state taxes and a valuation allowance in the U.S. which results in no benefit for losses generated domestically. We recorded an income tax provision of $7,848 on loss before income taxes of $151,568 for the three months ended September 30, 2024. The prior year rate was impacted unfavorably by the geographic mix of pretax income, state taxes and certain compensation expenses that are not tax deductible in the U.S. Additionally, the effective rate was impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded as a discrete item in the third quarter of 2024. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate.

Net loss attributable to DMC Global Inc. for the three months ended September 30, 2025, was $3,081, compared with net loss attributable to DMC Global Inc. of $101,323 for the same period in 2024, primarily due to the factors discussed above.

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Adjusted EBITDA increased for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Three months ended September 30,
	2025		2024
Net loss	$	(2,070)	$	(159,416)
Interest expense, net	1,632		2,113
Income tax provision	714		7,848
Depreciation	3,733		3,444
Amortization of purchased intangible assets	4,764		5,278
EBITDA	8,773		(140,733)
Stock-based compensation	1,360		1,671

Strategic review and related expenses	303		1,763
Restructuring expenses and asset impairments	1,202		2,069



Goodwill impairment	—		141,725
Other expense, net	334		520
Adjusted EBITDA	11,972		7,015
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(3,408)		(1,344)
Adjusted EBITDA attributable to DMC Global Inc.	$	8,564	$	5,671

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Adjusted Net Loss and Adjusted Diluted Earnings Per Share improved for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net Loss and Adjusted Diluted Earnings Per Share.


	Three months ended September 30, 2025
	Amount		Per Share (1)
Net loss attributable to DMC Global Inc. (2)	$	(3,081)	$	(0.16)
Strategic review and related expenses, net of tax	303		0.02
Restructuring expenses and asset impairments, net of tax	1,149		0.06






As adjusted	$	(1,629)	$	(0.08)

(1) Calculated using diluted weighted-average shares outstanding of 19,930,699.

(2) Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.


	Three months ended September 30, 2024
	Amount		Per Share (1)
Net loss attributable to DMC Global Inc. (2)	$	(101,323)	$	(5.14)
Goodwill impairment, net of tax	85,035		4.31
Strategic review and related expenses, net of tax	1,322		0.07
Restructuring expenses and asset impairments, net of tax	1,451		0.07
Establishment of income tax valuation allowance	3,900		0.20
As adjusted	$	(9,615)	$	(0.49)

(1) Calculated using diluted weighted-average shares outstanding of 19,706,587.

(2) Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.

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Nine months ended September 30, 2025 compared with nine months ended September 30, 2024


	Nine months ended September 30,
	2025			2024			$ change		% change
Net sales	$	466,309		$	490,477		$	(24,168)	(5	%)
Gross profit	110,759			118,870			(8,111)		(7	%)
Gross profit percentage	23.8		%	24.2		%
COSTS AND EXPENSES:
General and administrative expenses	47,861			45,952			1,909		4	%
% of net sales	10.3		%	9.4		%
Selling and distribution expenses	32,536			37,578			(5,042)		(13	%)
% of net sales	7.0		%	7.7		%
Amortization of purchased intangible assets	14,290			15,877			(1,587)		(10	%)
% of net sales	3.1		%	3.2		%
Goodwill impairment	—			141,725			(141,725)		(100	%)
Strategic review and related expenses	2,376			5,952			(3,576)		(60	%)

Restructuring expenses and asset impairments	2,676			2,348			328		14	%


Operating income (loss)	11,020			(130,562)			141,582		108	%
Other expense, net	(898)			(1,213)			315		(26	%)
Interest expense, net	(5,142)			(6,746)			1,604		(24	%)
Income (loss) before income taxes	4,980			(138,521)			143,501		104	%
Income tax provision	4,866			12,283			(7,417)		(60	%)
Net income (loss)	114			(150,804)			150,918		100	%
Net income (loss) attributable to redeemable noncontrolling interest	2,402			(56,056)			58,458		104	%
Net loss attributable to DMC Global Inc.	(2,288)			(94,748)			92,460		98	%
Adjusted EBITDA attributable to DMC Global Inc.	$	36,493		$	41,774		$	(5,281)	(13	%)

Net sales were $466,309 for the nine months ended September 30, 2025, a decrease of 5% compared with the same period in 2024, primarily due to lower sales at DynaEnergetics. The 10% decline at DynaEnergetics was due to lower pricing as a result of industry consolidation in the United States, a decrease in volume of DS perforating systems attributable to lower well completions in North America, and a decline in international sales due primarily to project timing.

Gross profit percentage was 23.8% compared with 24.2% in 2024. The decrease compared to the prior year was primarily attributable to less favorable project and regional mix at NobelClad, as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales at both NobelClad and DynaEnergetics.

General and administrative expenses increased $1,909 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily attributable to higher professional services costs of $910, higher compensation costs of $843, the recognition of a remediation liability at a former NobelClad European cladding site of $696, and executive transition costs of $520. These increases were partially offset by lower expenses related to the Waterkeeper matter of $585 and a reduction in business related travel of $550.

Selling and distribution expenses decreased $5,042 for the nine months ended September 30, 2025, compared with the same period in 2024, driven by lower bad debt expense of $3,954, selling costs of $628 at DynaEnergetics due to decreased net sales, marketing consulting costs of $611, and business related travel of $167. These reductions were partially offset by higher compensation costs of $320 primarily at Arcadia Products.

Amortization of purchased intangible assets decreased $1,587 for the nine months ended September 30, 2025, compared to the same period in 2024, as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

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Goodwill impairment of $141,725 for the nine months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Strategic review and related expenses of $2,376 for the nine months ended September 30, 2025, related primarily to $1,786 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.

For the nine months ended September 30, 2024, strategic review and related expenses were $5,952 and primarily included $3,189 in professional service fees and $2,060 in employee retention compensation, including $279 of stock-based compensation.

Restructuring expenses and asset impairments of $2,676 for the nine months ended September 30, 2025, included contract termination costs associated with exiting leases of $1,013 and $605 at NobelClad and DynaEnergetics, respectively, and employee severance of $1,058 related to headcount reductions across all three business segments.

For the nine months ended September 30, 2024, restructuring expenses and asset impairments of $2,348 related to the abandonment of a planned manufacturing expansion at DynaEnergetics and employee severance associated with headcount reductions at DynaEnergetics and Arcadia Products.

Operating income of $11,020 for the nine months ended September 30, 2025, increased compared to operating loss of $130,562 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and a reduction in selling and distribution expenses driven by lower bad debt expense.

Other expense, net of $898 for the nine months ended September 30, 2025, primarily related to net unrealized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Income tax provision of $4,866 was recorded on income before income taxes of $4,980 for the nine months ended September 30, 2025. Our most significant operations are in the United States, which has a 21% statutory income tax rate, and Germany, which has a 32% combined statutory income tax rate. The mix of income or loss before income taxes between these jurisdictions is one of the primary drivers of the difference between our 21% statutory tax rate and our effective tax rate. Additionally, the effective rate was impacted unfavorably by state taxes and a valuation allowance in the U.S. which results in no benefit for losses generated domestically. We recorded an income tax provision of $12,283 on loss before income taxes of $138,521 for the nine months ended September 30, 2024. The prior year rate was impacted unfavorably by the geographic mix of pretax income, state taxes and certain compensation expenses that are not tax deductible in the U.S. Additionally, the effective rate was impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded as a discrete item in the third quarter of 2024. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate.

Net loss attributable to DMC Global Inc. for the nine months ended September 30, 2025, was $2,288, compared with net loss attributable to DMC Global Inc. of $94,748 for the same period in 2024, primarily due to the factors discussed above.

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Adjusted EBITDA decreased for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Nine months ended September 30,
	2025		2024
Net income (loss)	$	114	$	(150,804)
Interest expense, net	5,142		6,746
Income tax provision	4,866		12,283
Depreciation	11,100		10,294
Amortization of purchased intangible assets	14,290		15,877
EBITDA	35,512		(105,604)
Stock-based compensation	4,340		4,824
Strategic review and related expenses	2,376		5,952


Restructuring expenses and asset impairments	2,676		2,348

Executive transition costs	520		—
Goodwill impairment	—		141,725
Other expense, net	898		1,213
Adjusted EBITDA	46,322		50,458
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(9,829)		(8,684)
Adjusted EBITDA attributable to DMC Global Inc.	$	36,493	$	41,774

Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share increased for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share.


	Nine months ended September 30, 2025
	Amount		Per Share (1)
Net (loss) income attributable to DMC Global Inc. (2)	$	(2,288)	$	(0.12)

Strategic review and related expenses, net of tax	2,376		0.12



Restructuring expenses and asset impairments, net of tax	2,406		0.12
Executive transition costs, net of tax	520		0.03

As adjusted	$	3,014	$	0.15

(1) Calculated using diluted weighted-average shares outstanding of 19,883,652.

(2) Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.


	Nine months ended September 30, 2024
	Amount		Per Share (1)
Net (loss) income attributable to DMC Global Inc. (2)	$	(94,748)	$	(4.82)
Goodwill impairment, net of tax	85,035		4.33
Strategic review and related expenses, net of tax	4,464		0.22
Restructuring expenses and asset impairments, net of tax	1,576		0.08


Establishment of income tax valuation allowance	3,900		0.20
As adjusted	$	227	$	0.01

(1) Calculated using diluted weighted-average shares outstanding of 19,648,253.

(2) Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.

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Business Segment Financial Information

We primarily evaluate performance and allocate resources based on segment revenues, operating income (loss) and Adjusted EBITDA as well as projected future performance. Segment operating income (loss) is defined as revenues less expenses identifiable to the segment. DMC consolidated operating income (loss) and Adjusted EBITDA include unallocated corporate expenses and unallocated stock-based compensation expense. Stock-based compensation is not allocated to wholly owned segments, DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia Products segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder. Segment operating income (loss) will reconcile to consolidated income (loss) before income taxes by deducting unallocated corporate expenses, unallocated stock-based compensation, other expense, net, and interest expense, net.

Arcadia Products

Three months ended September 30, 2025 compared with three months ended September 30, 2024


	Three months ended September 30,
	2025			2024			$ change		% change
Net sales	$	61,661		$	57,818		$	3,843	7	%
Gross profit	17,717			13,562			4,155		31	%
Gross profit percentage	28.7		%	23.5		%
COSTS AND EXPENSES:
General and administrative expenses	5,998			7,223			(1,225)		(17	%)
Selling and distribution expenses	4,238			4,210			28		1	%
Amortization of purchased intangible assets	4,764			5,278			(514)		(10	%)

Goodwill impairment	—			141,725			(141,725)		(100	%)
Restructuring expenses and asset impairments	132			248			(116)		(47	%)

Operating income (loss)	2,585			(145,122)			147,707		102	%
Adjusted EBITDA	8,519			3,358			5,161		154	%
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(3,408)			(1,344)			2,064		154	%
Adjusted EBITDA attributable to DMC Global Inc.	$	5,111		$	2,014		$	3,097	154	%

Net sales increased $3,843 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to higher customer pricing in response to increases in raw material input costs.

Gross profit percentage increased to 28.7% for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to higher absorption of fixed manufacturing overhead costs as a result of the increase in net sales described above.

General and administrative expenses decreased $1,225 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to lower compensation costs of $995 as a result of a reduction in headcount and reduced outside services costs of $184.

Amortization of purchased intangible assets decreased $514 for the three months ended September 30, 2025, compared with the same period in 2024, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Goodwill impairment of $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Restructuring expenses and asset impairments of $132 and $248 for the three months ended September 30, 2025, and 2024, respectively, relate to employee severance associated with headcount reductions.

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Operating income of $2,585 for the three months ended September 30, 2025, increased compared to operating loss of $145,122 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and higher gross profit.

Adjusted EBITDA increased for the three months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Three months ended September 30,
	2025		2024
Operating income (loss)	$	2,585	$	(145,122)
Adjustments:


Depreciation	1,020		914
Amortization of purchased intangible assets	4,764		5,278
Stock-based compensation	18		315
Restructuring expenses and asset impairments	132		248
Goodwill impairment	—		141,725



Adjusted EBITDA	8,519		3,358
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(3,408)		(1,344)
Adjusted EBITDA attributable to DMC Global Inc.	$	5,111	$	2,014

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024


	Nine months ended September 30,
	2025			2024			$ change		% change
Net sales	$	189,221		$	189,491		$	(270)	—	%
Gross profit	54,328			53,532			796		1	%
Gross profit percentage	28.7		%	28.3		%
COSTS AND EXPENSES:
General and administrative expenses	19,947			22,644			(2,697)		(12	%)
Selling and distribution expenses	13,345			12,794			551		4	%
Amortization of purchased intangible assets	14,290			15,833			(1,543)		(10	%)
Goodwill impairment	—			141,725			(141,725)		(100	%)
Restructuring expenses and asset impairments	649			527			122		23	%

Operating income (loss)	6,097			(139,991)			146,088		104	%
Adjusted EBITDA	24,571			21,709			2,862		13	%
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(9,829)			(8,684)			1,145		13	%
Adjusted EBITDA attributable to DMC Global Inc.	$	14,742		$	13,025		$	1,717	13	%

General and administrative expenses decreased $2,697 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily as a result of lower compensation costs of $1,523 related to a reduction in headcount, lower expenses related to the Waterkeeper matter of $585, decreased business related travel of $398, and reduced outside services costs of $231.

Selling and distribution expenses increased $551 for the nine months ended September 30, 2025, compared with the same period in 2024, due to higher incentive compensation costs.

Amortization of purchased intangible assets decreased $1,543 for the nine months ended September 30, 2025, compared with the same period in 2024, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Goodwill impairment of $141,725 for the nine months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

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Restructuring expenses and asset impairments of $649 and $527 for the nine months ended September 30, 2025, and 2024, respectively, related to employee severance associated with headcount reductions.

Operating income of $6,097 for the nine months ended September 30, 2025, increased compared to operating loss of $139,991 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and lower general and administrative expenses.

Adjusted EBITDA increased for the nine months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Nine months ended September 30,
	2025		2024
Operating income (loss)	$	6,097	$	(139,991)
Adjustments:
Depreciation	3,042		2,677
Amortization of purchased intangible assets	14,290		15,833
Stock-based compensation	493		938
Restructuring expenses and asset impairments	649		527
Goodwill impairment	—		141,725



Adjusted EBITDA	24,571		21,709
Less: adjusted EBITDA attributable to redeemable noncontrolling interest	(9,829)		(8,684)
Adjusted EBITDA attributable to DMC Global Inc.	$	14,742	$	13,025

DynaEnergetics

Three months ended September 30, 2025 compared with three months ended September 30, 2024


	Three months ended September 30,
	2025			2024			$ change		% change
Net sales	$	68,946		$	69,679		$	(733)	(1	%)
Gross profit	9,976			8,347			1,629		20	%
Gross profit percentage	14.5		%	12.0		%
COSTS AND EXPENSES:
General and administrative expenses	2,416			2,299			117		5	%
Selling and distribution expenses	4,514			7,276			(2,762)		(38	%)

Restructuring expenses and asset impairments	57			1,821			(1,764)		(97	%)

Operating income (loss)	2,989			(3,049)			6,038		198	%
Adjusted EBITDA	$	4,867		$	414		$	4,453	1,076	%

Net sales decreased $733 for the three months ended September 30, 2025, compared with the same period in 2024, due to a decrease in pricing of DS perforating systems attributable to industry consolidation in the United States, partially offset by an increase in international sales due to project timing.

Gross profit percentage increased to 14.5% for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to lower inventory charges of $1,000.

Selling and distribution expenses were lower by $2,762 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to a reduction in bad debt expense of $3,045 and marketing consulting costs of $51, partially offset by an increase in compensation costs of $392.

Restructuring expenses and asset impairments of $57 for the three months ended September 30, 2025, related to employee severance associated with headcount reductions.

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Restructuring expenses and asset impairments of $1,821 for the three months ended September 30, 2024, related to an asset impairment charge of $1,044 associated with the abandonment of a planned manufacturing expansion and employee severance of $777 associated with headcount reductions.

Operating income of $2,989 for the three months ended September 30, 2025, increased compared to operating loss of $3,049 in the same period in 2024, due primarily to higher gross profit and a reduction in selling and distribution expenses driven by lower bad debt expense.


	Three months ended September 30,
	2025		2024
Operating income (loss)	$	2,989	$	(3,049)
Adjustments:


Depreciation	1,821		1,642

Restructuring expenses and asset impairments	57		1,821
Adjusted EBITDA	$	4,867	$	414

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024


	Nine months ended September 30,
	2025			2024			$ change		% change
Net sales	$	201,359		$	224,011		$	(22,652)	(10	%)
Gross profit	36,746			40,451			(3,705)		(9	%)
Gross profit percentage	18.2		%	18.1		%
COSTS AND EXPENSES:
General and administrative expenses	8,191			8,201			(10)		—	%
Selling and distribution expenses	12,764			17,540			(4,776)		(27	%)
Amortization of purchased intangible assets	—			44			(44)		(100	%)

Restructuring expenses and asset impairments	803			1,821			(1,018)		(56	%)
Operating income	14,988			12,845			2,143		17	%
Adjusted EBITDA	$	21,225		$	19,705		$	1,520	8	%

Net sales decreased $22,652 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to pricing decreases as a result of industry consolidation in the United States, a decrease in volume of DS perforating systems attributable to lower well completions in North America, and a reduction in international sales due to project timing.

Selling and distribution expenses were lower by $4,776 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to a reduction in bad debt expense of $3,651, decreased selling costs of $628 due to lower sales volumes, and reduced marketing consulting costs of $389.

Restructuring expenses and asset impairments of $803 for the nine months ended September 30, 2025, include contract termination costs associated with exiting a lease totaling $605 and employee severance of $198 related to headcount reductions.

Restructuring expenses and asset impairments for the nine months ended September 30, 2024, related to an asset impairment charge of $1,044 associated with the abandonment of a planned manufacturing expansion and employee severance of $777 related to headcount reductions.

Operating income of $14,988 for the nine months ended September 30, 2025, increased compared with operating income of $12,845 in the same period in 2024, due to a reduction in selling and distribution expenses driven by lower bad debt expense as well as a decrease in restructuring expenses and asset impairment charges incurred.

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	Nine months ended September 30,
	2025		2024
Operating income	$	14,988	$	12,845
Adjustments:
Depreciation	5,434		4,995
Amortization of purchased intangible assets	—		44
Restructuring expenses and asset impairments	803		1,821
Adjusted EBITDA	$	21,225	$	19,705

NobelClad

Three months ended September 30, 2025 compared with three months ended September 30, 2024


	Three months ended September 30,
	2025			2024			$ change		% change
Net sales	$	20,925		$	24,932		$	(4,007)	(16	%)
Gross profit	5,208			8,269			(3,061)		(37	%)
Gross profit percentage	24.9		%	33.2		%
COSTS AND EXPENSES:
General and administrative expenses	2,076			1,110			966		87	%
Selling and distribution expenses	1,870			2,190			(320)		(15	%)


Restructuring expenses and asset impairments	1,013			—			1,013		100	%
Operating income	249			4,969			(4,720)		(95	%)
Adjusted EBITDA	$	2,075		$	5,776		$	(3,701)	(64	%)

Net sales decreased $4,007 for the three months ended September 30, 2025, compared with the same period in 2024, reflecting lower current activity levels due in part to evolving tariff policies.

Gross profit percentage decreased to 24.9% for the three months ended September 30, 2025, due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above as well as a less favorable project and regional mix.

General and administrative expenses were higher by $966 for the three months ended September 30, 2025, compared to the same period in 2024, due primarily to the recognition of a remediation liability at a former European cladding site.

Selling and distribution expenses were lower by $320 for the three months ended September 30, 2025, compared with the same period in 2024, due primarily to decreases in compensation costs of $213 and outside services costs of $77.

Restructuring expenses and asset impairments of $1,013 for the three months ended September 30, 2025, related to contract termination costs associated with exiting a lease.

Operating income of $249 for the three months ended September 30, 2025, decreased compared with operating income of $4,969 in the same period in 2024, due primarily to the decline in gross profit.

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Adjusted EBITDA decreased for the three months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Three months ended September 30,
	2025		2024
Operating income	$	249	$	4,969
Adjustments:
Depreciation	813		807

Restructuring expenses	1,013		—



Adjusted EBITDA	$	2,075	$	5,776

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024


	Nine months ended September 30,
	2025			2024			$ change		% change
Net sales	$	75,729		$	76,975		$	(1,246)	(2	%)
Gross profit	19,898			25,135			(5,237)		(21	%)
Gross profit percentage	26.3		%	32.7		%
COSTS AND EXPENSES:
General and administrative expenses	4,119			3,207			912		28	%
Selling and distribution expenses	6,277			6,927			(650)		(9	%)


Restructuring expenses and asset impairments	1,224			—			1,224		100	%
Operating income	8,278			15,001			(6,723)		(45	%)
Adjusted EBITDA	$	11,890		$	17,378		$	(5,488)	(32	%)

Net sales decreased $1,246 for the nine months ended September 30, 2025, compared with the same period in 2024, reflecting lower current activity levels due in part to evolving tariff policies.

Gross profit percentage decreased to 26.3% for the nine months ended September 30, 2025, due to a less favorable project and regional mix as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.

General and administrative expenses increased $912 for the nine months ended September 30, 2025, compared with the same period in 2024, due primarily to the recognition of a remediation liability at a former European cladding site.

Selling and distribution expenses were lower by $650 for the nine months ended September 30, 2025, compared with the same period in 2024, due to decreases in incentive compensation costs of $306, business related travel of $137, outside services costs of $130, and depreciation of $41.

Restructuring expenses and asset impairments of $1,224 for the nine months ended September 30, 2025, included contract termination costs associated with exiting a lease totaling $1,013 and employee severance of $211 related to headcount reductions.

Operating income of $8,278 for the nine months ended September 30, 2025, decreased compared with operating income of $15,001 in the same period in 2024, due primarily to lower gross profit.

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Adjusted EBITDA decreased for the nine months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.


	Nine months ended September 30,
	2025		2024
Operating income	$	8,278	$	15,001
Adjustments:
Depreciation	2,388		2,377

Restructuring expenses and asset impairments	1,224		—

Adjusted EBITDA	$	11,890	$	17,378

Liquidity and Capital Resources

We have historically financed our operations from a combination of internally generated cash flow, revolving credit borrowings, and various long-term debt arrangements. Our net debt position was $30,122 at September 30, 2025, compared with $56,529 at December 31, 2024. The decrease was due primarily to improved cash flow from operations, resulting in net credit facility repayments of $14,521.

We believe that cash and cash equivalents on hand, cash flow from operations, funds available under our current credit facilities and any future replacement thereof will be sufficient to fund the working capital, required minimum debt service payments, and other capital expenditure requirements of our current business operations for the foreseeable future. We may also execute capital markets transactions, including at-the-market offering programs, to raise additional funds if we believe market conditions are favorable, but there can be no assurance that any future capital will be available on acceptable terms or at all. Nevertheless, our ability to generate sufficient cash flows from operations will depend upon our success in executing our strategies. If we are unable to (i) realize sales from our backlog; (ii) secure new customer orders; (iii) continue selling products at profitable margins; and (iv) continue to implement cost-effective internal processes, our ability to meet cash requirements through operating activities could be impacted. Furthermore, any restriction on the availability of borrowings under our credit facilities could negatively affect our ability to meet future cash requirements. We will continue to monitor financial market conditions, including the related impact on credit availability and capital markets.

Debt facilities

Borrowings under the $200,000 revolving loan limit and $50,000 term loan can be in the form of SOFR loans or one month Adjusted Term SOFR loans. Additionally, U.S. dollar borrowings on the revolving loan can be in the form of Base Rate loans (Base Rate borrowings are based on the greater of the administrative agent’s Prime rate, an adjusted Federal Funds rate or an adjusted SOFR rate). SOFR loans currently bear interest at the applicable SOFR rate plus an applicable margin (varying from 2.25% to 3.25%). Base Rate loans currently bear interest at the defined Base Rate plus an applicable margin (varying from 1.25% to 2.25%).

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disposition of major assets; and maintenance of specified ratios. As of September 30, 2025, we were in compliance with all financial covenants and other provisions of our debt agreements.

On June 10, 2025, the Company and certain domestic subsidiaries entered into an amendment to the credit facility (the “Second Amendment”) which provides for certain changes to the credit facility, including modifications to the Company’s financial covenants and applicable interest rates to accommodate the possible acquisition of the remaining 40% minority interest in Arcadia Products. Key provisions of the Second Amendment include a temporary increase in the Company’s maximum leverage ratio to 3.5x adjusted EBITDA over the trailing 12 months — up from 3.0x — should either the Put Option or the Call Option be exercised. This elevated leverage limit will apply for the first two quarters following payment of the purchase price of the Put Option or the Call Option, followed by a reduction to 3.25x in the third quarter, and a return to 3.0x thereafter. Additionally, proceeds under the Delayed Draw Term Loan Facility may be held (to the extent drawn on such facility prior to expiration) in a restricted account after the expiration of such facility for purposes of paying the purchase price of the Put Option or the Call Option in the future.

We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €7,000 on which no amounts were outstanding as of September 30, 2025.

Redeemable noncontrolling interest

The Operating Agreement for Arcadia Products contains a right for the Company to purchase the remaining interest in Arcadia Products from the minority interest holder on or after December 23, 2024 (“Call Option”). The minority interest holder of Arcadia Products also has the right to sell its remaining interest in Arcadia Products to the Company (“Put Option”). On December 3, 2024, the Company and minority interest holder entered into an amendment to the Operating Agreement whereby the minority interest holder agreed not to exercise the Put Option until on or after September 6, 2026. Both the Call Option and Put Option enable the respective holder to exercise their rights based upon a predefined calculation as included within the Operating Agreement, subject to a floor value also as defined within the Operating Agreement which is based primarily upon a contractually stated equity value.

As of September 30, 2025, the value of the redeemable noncontrolling interest under the Operating Agreement was $187,080. Upon settlement, consideration paid will be net of the $24,902 promissory note outstanding due from the redeemable noncontrolling interest holder and is subject to potential working capital adjustments. Refer to Note 2 in Part I, Item 1 for further information related to the valuation of the redeemable noncontrolling interest and promissory note outstanding. We are currently evaluating options for financing the purchase of the noncontrolling interest, which may include cash generated from operations, borrowings under the credit facility, and/or proceeds from debt or equity issuances. Debt financing could materially impact the Company’s leverage while equity financing could materially dilute existing stockholders.

Other contractual obligations and commitments

Our debt balance, net of deferred debt issuance costs, decreased to $56,534 at September 30, 2025, from $70,818 at December 31, 2024, for the reasons discussed above. Our other contractual obligations and commitments have not materially changed since December 31, 2024.

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Cash flows from operating activities

Net cash provided by operating activities of $38,340 for the nine months ended September 30, 2025, increased compared to $34,785 in the same period last year, driven primarily by lower working capital balances, which included lower inventory balances at Arcadia Products and NobelClad.

Cash flows from investing activities

Net cash used in investing activities for the nine months ended September 30, 2025, of $3,047 was attributable to the acquisition, net of proceeds received, of property, plant and equipment of $7,214, partially offset by the settlement of a note receivable of $4,167.

Net cash provided by investing activities for the nine months ended September 30, 2024, of $1,525 was attributable to proceeds from sales and maturities of marketable securities of $12,619, partially offset by the acquisition, net of proceeds received, of property, plant and equipment of $11,094.

Cash flows from financing activities

Net cash used in financing activities for the nine months ended September 30, 2025, of $22,149 included net credit facility repayments $14,521, distributions to the redeemable noncontrolling interest holder of $6,400, payment of debt issuance costs of $650, and treasury stock purchases of $578.

Net cash used in financing activities for the nine months ended September 30, 2024, of $53,424 primarily included net credit facility repayments of $41,500, distributions to the redeemable noncontrolling interest holder of $8,321, payment of debt issuance costs of $2,735, and treasury stock purchases of $1,000.

Payment of Dividends

Any determination to pay cash dividends is at the discretion of the Board of Directors. On April 23, 2020, DMC announced that its Board of Directors suspended the quarterly dividend indefinitely. Future dividends may be affected by, among other items, our views on potential future capital requirements, future business prospects, debt covenant compliance considerations, changes in income tax laws, and any other factors that our Board of Directors deems relevant.

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Critical Accounting Estimates

Preparation of financial statements in conformity with generally accepted accounting principles in the United States requires that management make estimates, judgments and assumptions that affect the amounts reported for revenues, expenses, assets, liabilities, and other related disclosures. Our critical accounting estimates have not changed from those reported in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 12 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Item 1A. Risk Factors

There have been no material changes in the risk factors identified as being attendant to our business in our Annual Report on Form 10-K for the year ended December 31, 2024, except as provided below.

New or existing tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.

New or existing tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows, either directly or indirectly through various adverse impacts on our significant customers. In 2018, the U.S. announced tariffs of 25 percent on steel and 10 percent on aluminum imported from countries where we typically source metals. These tariffs were met with retaliatory tariffs from certain countries and increased, broader tariffs were levied by the U.S. on targeted countries, including China. The tariffs impacted the cost of the importation of steel, which we utilize in our steel plate and steel pipe, key materials in our NobelClad and DynaEnergetics businesses. Though in many cases we have been able to source metals from domestic suppliers, some materials are only available from sources subject to tariffs. The cost of domestic steel and aluminum also increased, along with the price of delivery, and the availability of certain materials has been limited. These higher costs have increased the price of our products to our customers and, in some instances, affected our ability to be competitive. For our NobelClad business, this has impacted our ability to compete on international projects and negatively impacted U.S. fabricators, which are the primary consumers of NobelClad products.

In 2025, the U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. The tariff policy environment has been and is expected to continue to be dynamic, and we cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations. We may be required to take further responsive steps, as the prolonged duration of tariffs, including retaliatory tariffs, the imposition of additional tariffs and the risk of potential broader global trade conflicts could have a material adverse effect on our business, financial condition or results of operations if we are not able to pass through cost increases to our customers.

Changes in immigration laws or enforcement programs could adversely affect our business.

Certain states in which we operate are considering or have already adopted new immigration laws and/or enforcement programs, and the federal government from time to time considers and implements changes to federal immigration laws, regulations, and/or enforcement programs. Recently, Immigration and Customs Enforcement (ICE) has significantly increased its enforcement of immigration laws. Our employment eligibility verification process does not guarantee that we will properly identify all applicants who are ineligible for employment. Unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and retain qualified employees. Additionally, increased enforcement of immigration laws may reduce the overall labor pool and as a byproduct, increase the cost of qualified employees. These factors could have a material adverse effect on our business, financial condition, and results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the vesting of Company restricted common stock under our equity incentive plans or distributions of shares of common stock pursuant to our Amended and Restated Non-Qualified Deferred Compensation Plan (“deferred compensation plan”) during the third quarter of 2025, we retained shares of common stock in satisfaction of withholding tax obligations. We also retained shares of common stock as the result of participants’ diversification of equity awards held in the deferred compensation plan into other investment options. These shares are held as treasury shares by the Company.


	Total number of shares purchased (1) (2)	Average price paid per share
July 1 to July 31, 2025	—	$	—
August 1 to August 31, 2025	—	$	—
September 1 to September 30, 2025	3,853	$	7.70
Total	3,853	$	7.70

(1) Share purchases during the period were to offset tax withholding obligations that occurred upon (i) vesting of restricted common stock under the terms of the 2016 Omnibus Incentive Plan and (ii) distributions of shares of common stock pursuant to deferred compensation obligations.

(2) As of September 30, 2025, the maximum number of shares that could be purchased would not exceed the employees’ portion of taxes to be withheld on unvested shares (1,502,216) and potential purchases upon participant elections to diversify equity awards held in the deferred compensation plan (3,139) into other investment options available to participants in the Plan.

Item 5. Other Information

During the quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits


Exhibit Number			Exhibit Description














10.1*			Termination of License Agreement dated Se ptember 16, 2025 by and between Coolspring Stone Supply Comp any, Inc. and the Company.
10.2*			T ermination of Risk Allocation , Consulting and Services Agreement da ted September 16, 2025 by and between Snoddy M anagement Inc. and the Co mpany.
31.1**			Certification of the President and Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**			Certification of the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***			Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**			Inline XBRL Schema Document
101.CAL**			Inline XBRL Calculation Linkbase Document
101.LAB**			Inline XBRL Label Linkbase Document
101.PRE**			Inline XBRL Presentation Linkbase Document
101.DEF**			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

__________________


*			Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
**			Filed with this report.
***			Furnished with this report.

SIGNATURES

In accordance with 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, thereunto duly authorized.


		DMC Global Inc.
		(Registrant)

Date:	November 4, 2025	/s/ Eric V. Walter
		Eric V. Walter, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Date:	November 4, 2025	/s/ Brett Seger
		Brett Seger, Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)