UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~6-K~~D.C. 20549

~~Report~~Form ~~of Foreign Private Issuer~~6-K

~~Pursuant~~REPORT toOF ~~Rule~~FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 orOR 15d-16

~~under~~UNDER ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

For the month of ~~April~~May 2025

Commission File Number 001-35751

STRATASYS LTD.

(Translation of registrant’s name into English)

c/o Stratasys,

Inc.

1 Holtzman Street,

Science Park

5995 Opus Parkway

P.O. Box 2496

Minnetonka

Minnesota

Rehovot,

Israel

55343

76124

(Address of principal executive office)

~~(Translation~~Indicate ofby check mark whether the registrant’s ~~name~~files ~~into~~or ~~English)~~will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

~~c/o~~The ~~Stratasys~~contents of this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”), ~~Inc~~including Exhibits 99.1, ~~5995~~99.2 ~~Opus~~and ~~Parkway~~101 ~~Minnetonka~~annexed hereto, ~~Minnesota~~are ~~55343~~incorporated by reference into the Registrant’s registration statements on Form S-8, SEC file numbers 333-190963, 333-236880, 333-253694, 333-262951, 333-262952, 333-27049, 333-277836 and 333-285590, filed by the Registrant with the SEC on September 3, 2013, March 4, 2020, March 1, ~~Holtzman~~2021, ~~Street~~February 24, ~~Science~~2022, ~~Park~~February ~~P.O.~~24, ~~Box~~2022, ~~2496~~March ~~Rehovot~~3, ~~Israel~~2023, ~~76124~~March ~~(Addresses~~12, of2024 ~~principal~~and ~~executive~~March ~~offices)~~6, 2025, respectively, and Form F-3, SEC file number 333-251938, filed by the Registrant with the SEC on January 7, 2021, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

CONTENTS

~~Closing~~Quarterly Financial Statements and Review of ~~PIPE~~Results ~~Transaction~~of Operations, Financial Condition and Prospects

On May ~~April~~ 8, 2025, Stratasys Ltd., ~~(“Stratasys”~~ or ~~the~~Stratasys, ~~“Company”)~~released ~~completed~~ its ~~previously-reported~~financial ~~private~~results ~~investment~~for ~~in public equity transaction (~~the ~~“PIPE”)~~three ~~pursuant~~months ~~to which FF6-SSYS~~ended, ~~Limited~~March ~~Partnership (“FF6-SSYS”)~~31, an affiliate of Fortissimo Capital, an Israeli private equity fund (together with its affiliates, collectively, “Fortissimo”) invested $120 million in Stratasys and acquired 11,650,485 newly-issued ordinary shares, par value 02025.01 ~~New Israeli Shekels per share, of the Company (“ordinary shares”), at a price of $10.30 per share.~~

~~FF6-SSYS~~Attached ~~served~~hereto as ~~the~~Exhibit ~~investing~~99.1 ~~entity~~are in the ~~PIPE~~unaudited, ascondensed ~~assignee~~consolidated offinancial ~~all~~statements ~~rights and obligations~~ of ~~Fortissimo~~Stratasys ~~Capital~~as ~~Fund VI~~of, ~~L.P.~~and ~~(the~~for ~~“Original Purchaser”) under~~ the ~~securities~~three ~~purchase~~months ~~agreement~~ended, ~~dated February 2~~March 31, 2025, by(including ~~and between Stratasys and~~ the ~~Original~~notes ~~Purchaser (the “PIPE SPA”~~thereto), asor ~~a result of~~ the ~~execution~~Q1 ~~of an assignment agreement, dated April 8,~~ 2025, byFinancial ~~and between FF6-SSYS and the Original Purchaser~~Statements.

InAttached ~~connection~~hereto ~~with the closing of the PIPE and~~ as ~~contemplated~~Exhibit ~~under~~99.2 ~~the PIPE SPA, on April 8, 2025, the Company entered into a shareholder agreement with FF6-SSYS (the “Shareholder Agreement”), under which, among other things, FF6-SSYS~~ is ~~subject~~Stratasys’ toreview anof ~~18-month~~its ~~lock-up~~results ~~period,~~of ~~during~~operations ~~which it will be prohibited from transferring any ordinary shares, subject to limited, customary exceptions,~~ and isfinancial ~~entitled~~condition tofor the ~~registration,~~three ~~under~~months ~~the~~ended, ~~Securities~~March ~~Act of 1933~~31, ~~as amended~~2025, ofincluding ~~its resale of~~ the ~~ordinary~~following: ~~shares purchased by it in the PIPE.~~

~~As also required under the PIPE SPA, Stratasys entered into a second amendment to its shareholder rights agreement with Continental Stock Transfer & Trust Company~~ (~~the “Rights Agreement”~~i), ~~which~~Operating ~~amendment exempts any~~ and ~~all~~Financial ~~acquisitions~~Review ~~of ordinary shares by Fortissimo pursuant to the PIPE~~ and ~~thereafter~~Prospects from the application of Stratasys’ limited-duration shareholder rights plan. In lieu of any restrictions under the Rights Agreement, Fortissimo will instead be subject to certain standstill and voting restrictions (subject to certain exceptions) under the Shareholder Agreement.

~~The material terms of the Shareholder Agreement and the second amendment to the Rights Agreement were previously described in the Company’s report of foreign private issuer on Form 6-K~~ (~~a “Form 6-K”~~ii) ~~furnished~~Quantitative ~~to the Securities~~ and ~~Exchange~~Qualitative ~~Commission~~Disclosures ~~(the~~About ~~“SEC”)~~Market onRisk February 4, 2025 (the “PIPE Form 6-K”), which description is incorporated by reference herein and can be viewed at the following link: https://www.sec.gov/Archives/edgar/data/1517396/000162828025003575/ssysform6-kfebruary4th.htm. Those documents serve as Exhibits 10.2 and 4.1, respectively, to this Form 6-K, and are incorporated by reference herein.

On(iii) ~~April~~Legal ~~10,~~Proceedings 2025, Stratasys issued a press release announcing the closing of the PIPE and the changes to Stratasys’ board of directors that are described below under “Changes to Board of Directors”. A copy of that press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated by reference herein.

~~Changes~~(iv) toRisk ~~Board~~Factors ~~of Directors~~

AsAttached ~~contemplated~~hereto ~~under~~as ~~the~~Exhibit ~~Shareholder~~101 ~~Agreement,~~are onthe ~~April~~Q1 8, 2025, ~~upon~~Financial ~~the closing of the PIPE~~Statements, ~~Stratasys’~~formatted ~~board~~in ofIXBRL ~~directors~~ (~~the~~eXtensible ~~“Board”)~~Business ~~appointed~~Reporting ~~Mr. Yuval Cohen~~Language), ~~Founding~~consisting ~~and Managing Partner~~ of ~~Fortissimo, to serve as a director, as~~ the ~~FF6~~following sub-~~SSYS~~exhibits: ~~Initial Designee (as defined under the Shareholder Agreement) on the Board.~~

Also as contemplated under the Shareholder Agreement, Eliezer Blatt was designated by FF6-SSYS as its non-voting observer on the Board, which designation was affirmed by the Board.


Exhibit Number			Document Description
99.1			Unaudited, condensed consolidated financial statements of Stratasys as of, and for the three months ended, March 31, 202 5
99.2			Stratasys' review of its results of operations and financial condition as of, and for the three months ended , March 3 1 , 2025
EX-101.INS			IXBRL Taxonomy Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
EX-101.SCH			IXBRL Taxonomy Extension Schema Document
EX-101.CAL			IXBRL Taxonomy Calculation Linkbase Document
EX-101.DEF			IXBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB			IXBRL Taxonomy Label Linkbase Document
EX-101.PRE			IXBRL Taxonomy Presentation Linkbase Document
EX-104			Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

The material terms of Fortissimo’s Board representation rights were previously described in the PIPE Form 6-K and are described in the Shareholder Agreement, which descriptions are incorporated by reference herein.

In order to make room for Mr. Cohen on the Company’s eight member Board (excluding the observer), on April 8, 2025, the Board accepted the resignation of Yoav Zeif, who stepped down from the Board effective immediately. That resignation was not attributable to any disagreement between the Board and Dr. Zeif, and was

solely effected to enable Mr. Cohen to join the Board. Dr. Zeif will remain in his role as the Company’s Chief Executive Officer.

Biographical information concerning Mr. Cohen is set forth below:

Yuval Cohen is the founding and managing partner of Fortissimo Capital, a private equity fund established in 2004. From 1997 through 2002, Mr. Cohen was a General Partner at Jerusalem Venture Partners (“JVP”), an Israeli-based venture capital fund. Prior to joining JVP, he held executive positions at various Silicon Valley companies, including DSP Group, Inc. (Nasdaq: DSPG), and Intel Corporation (Nasdaq: INTC). Currently, Mr. Cohen serves as chairman of the board of directors of each of Kornit Digital (Nasdaq: KRNT), Radware Ltd. (Nasdaq: RDWR) and Cellcom Israel Ltd. (TASE: CEL). He also serves on the board of directors of several privately held portfolio companies of Fortissimo Capital. Mr. Cohen holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel and an M.B.A. from Harvard Business School.

Incorporation by Reference

The information in this Form 6-K, including the contents of Exhibit 99.1 hereto (but excluding quotes of current and prospective members of Stratasys’ board of directors in that exhibit), is incorporated by reference into the Company’s registration statements on Form S-8, SEC file numbers 333-190963, 333-236880, 333-253694, 333-262951, 333-262952, 333-27049,333-277836 and 333-285590, filed by the Company with the SEC on September 3, 2013, March 4, 2020, March 1, 2021, February 24, 2022, February 24, 2022, March 3, 2023, March 12, 2024 and March 6, 2025, respectively, and Form F-3, SEC file number 333-251938, filed by the Company with the SEC on January 7, 2021, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

The following exhibits are furnished as part of this Form 6-K:

Exhibit		Description
4.1	Second Amendment, dated as of April 8, 2025, to Shareholder Rights Agreement, dated as of December 21, 2023, as amended by First Amendment dated as of December 19, 2024, by and between Stratasys Ltd. and Continental Stock Transfer & Trust Company, as rights agent
10.1.1	Securities Purchase Agreement, dated February 2, 2025, by and between Stratasys Ltd. and Fortissimo Capital Fund VI, L.P.* (the “PIPE SPA”) (incorporated by reference to Exhibit 10.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Company to the SEC on February 4, 2025
10.1.2	Assignment Agreement, dated April 8, 2025, by and between Fortissimo Capital Fund VI, L.P (the “Original Purchaser”) and FF6-SSYS, Limited Partnership (the “New Purchaser”), assigning the Original Purchaser’s rights and obligations under the PIPE SPA to the New Purchaser
10.2	Shareholder Agreement dated April 8, 2025, by and between Stratasys Ltd. and FF6-SSYS, Limited Partnership.*
99.1	Press release dated April 10, 2025, announcing the closing of the PIPE and changes to Stratasys’ board of directors

*Certain exhibits and/or schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request; provided, however, that Stratasys reserves the right to request confidential treatment for portions of those exhibits.

SIGNATURES

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

STRATASYS LTD.

~~STRATASYS LTD.~~

Dated: April 10, 2025

By:

/s/ Eitan Zamir

Dated: May 8, 2025

By:

/s/ Eitan Zamir

Name:

Eitan Zamir

~~Name:~~

~~Eitan Zamir~~

Title:

Chief Financial Officer

~~Title:~~

~~Chief Financial Officer~~

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