UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

			(Mark One)
þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2025
			For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ___________ to ___________

Commission File Number: 001-35435

Proto Labs, Inc.

(Exact name of registrant as specified in its charter)


Minnesota			41-1939628
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5540 Pioneer Creek Drive
Maple Plain, Minnesota			55359
(Address of principal executive offices)			(Zip Code)

(763) 479-3680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share	PRLB	New York Stock Exchange

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. þYes oNo

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). þYes oNo

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

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes þNo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 23,~~770~~874,~~640~~757 shares of Common Stock, par value $0.001 per share, were outstanding at ~~April~~July 2529, 2025.

Item	Description	Page
PART I
1.	Financial Statements	2
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1618
3.	Quantitative and Qualitative Disclosures about Market Risk	2427
4.	Controls and Procedures	2427
PART II
1.	Legal Proceedings	2528
1A.	Risk Factors	2528
2.	Unregistered Sales of Equity Securities and Use of Proceeds	2528
3.	Defaults Upon Senior Securities	2528
4.	Mine Safety Disclosures	2528
5.	Other Information	2529
6.	Exhibits	2629

	March 31,2025		December 31,2024
	June 30,2025		December 31,2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	8290,~~692~~382	$	89,071
Short-term marketable securities	1412,~~154~~804		14,019
Accounts receivable, net of allowance for doubtful accounts of $2,103 and $1,975 as of March 31, 2025, and December 31, 2024, respectively	73,904		66,504
Accounts receivable, net of allowance for doubtful accounts of $2,272 and $1,975 as of June 30, 2025, and December 31, 2024, respectively	78,011		66,504
Inventory	13,~~202~~169		12,305
Income taxes receivable	~~864~~1,155		2,906
Prepaid expenses and other current assets	9,~~594~~985		10,049
Total current assets	~~194~~205,~~410~~506		194,854
Property and equipment, net	~~221~~215,~~207~~777		227,263
Goodwill	273,991		273,991
Other intangible assets, net	20,~~775~~500		21,422
Long-term marketable securities	1920,~~425~~037		17,773
Operating lease assets	2,~~461~~308		2,993
Finance lease assets	~~625~~558		692
Other long-term assets	4,~~556~~575		4,524
Total assets	$	~~737~~743,~~450~~252	$	743,512
Liabilities and shareholders' equity
Current liabilities
Accounts payable	$	1615,~~288~~583	$	15,504
Accrued compensation	1819,~~554~~435		16,550
Accrued liabilities and other	2425,~~172~~846		19,621
Current operating lease liabilities	~~1,132~~984		1,287
Current finance lease liabilities	~~312~~316		309
Income taxes payable	1,634		—
Total current liabilities	62,164		53,271
Total current liabilities	62,092		53,271
Long-term operating lease liabilities	1,402		1,633
Long-term operating lease liabilities	1,491		1,633
Long-term finance lease liabilities	127		287
Long-term finance lease liabilities	207		287
Long-term deferred tax liabilities	9,737		13,565
Long-term deferred tax liabilities	12,062		13,565
Other long-term liabilities	5,115		4,605
Other long-term liabilities	4,797		4,605
Total liabilities	78,545		73,361
Total liabilities	80,649		73,361
Shareholders' equity
Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of March 31, 2025, and December 31, 2024	—		—
Preferred stock, $0.001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares as of each of June 30, 2025, and December 31, 2024	—		—
Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 23,770,640 and 24,226,088 shares as of March 31, 2025, and December 31, 2024, respectively	23		24
Common stock, $0.001 par value, authorized 150,000,000 shares; issued and outstanding 23,874,601 and 24,226,088 shares as of June 30, 2025, and December 31, 2024, respectively	23		24
Additional paid-in capital	~~447~~449,~~115~~903		453,705
Retained earnings	~~236~~239,~~554~~344		244,406
Accumulated other comprehensive loss	(2624,~~891~~563)		(27,984)
Total shareholders' equity	~~656~~664,~~801~~707		670,151
Total liabilities and shareholders' equity	$	~~737~~743,~~450~~252	$	743,512

	Three Months EndedMarch 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2025		2024		2025		2024
Statements of Operations:
Revenue	$	~~126~~135,~~205~~063	$	~~127~~125,~~890~~631	$	261,268	$	253,521
Cost of revenue	7075,~~507~~289		7069,~~423~~085		145,796		139,508
Gross profit	5559,~~698~~774		5756,~~467~~546		115,472		114,013
Operating expenses
Marketing and sales	2324,~~749~~731		23,~~160~~291		48,480		46,451
Research and development	1011,~~609~~173		1110,~~167~~661		21,782		21,828
General and administrative	1618,~~848~~752		16,~~313~~595		35,600		32,908
Benefits related to exit and disposal activities	(39)		—
Costs related to exit and disposal activities	149		—		110		—
Total operating expenses	5154,~~167~~805		50,~~640~~547		105,972		101,187
Income from operations	4,~~531~~969		65,~~827~~999		9,500		12,826
Other income, net	1,~~454~~705		~~899~~1,361		3,159		2,260
Income before income taxes	56,~~985~~674		7,~~726~~360		12,659		15,086
Provision for income taxes	2,~~386~~247		2,~~458~~820		4,633		5,278
Net income	$	34,~~599~~427	$	54,~~268~~540	$	8,026	$	9,808
Net income per share:
Basic	$	0.1519	$	0.2118	$	0.33	$	0.39
Diluted	$	0.1518	$	0.2018	$	0.33	$	0.38
Shares used to compute net income per share:
Basic	2423,~~135~~900,~~320~~390		25,~~624~~313,~~949~~036		24,018,119		25,473,937
Diluted	24,~~435~~101,~~844~~592		25,~~784~~372,~~987~~972		24,291,246		25,573,344
Comprehensive Income (net of tax)
Comprehensive income	$	46,~~692~~755	$	43,~~436~~953	$	11,447	$	8,389

	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		Accumulated OtherComprehensiveLoss		Total
	Shares	Amount
Balance at December 31, 2024	24,226,088	$	24	$	453,705	$	244,406	$	(27,984)	$	670,151
Common shares issued on exercise of options and other, net of shares withheld for tax obligations	58,291	—		(961)		—		—		(961)
Stock-based compensation expense	—	—		3,992		—		—		3,992
Repurchases of common stock and other	(513,739)	(1)		(9,621)		(11,451)		—		(21,073)
Net income	—	—		—		3,599		—		3,599
Other comprehensive income
Foreign currency translation adjustment	—	—		—		—		1,003		1,003
Net unrealized gains on investments in securities	—	—		—		—		90		90
Comprehensive income										4,692
Balance at March 31, 2025	23,770,640	$	23	$	447,115	$	236,554	$	(26,891)	$	656,801
Common shares issued on exercise of options and other, net of shares withheld for tax obligations	179,393	—		(58)		—		—		(58)
Stock-based compensation expense	—	—		4,259		—		—		4,259
Repurchases of common stock and other	(75,432)	—		(1,413)		(1,637)		—		(3,050)
Net income	—	—		—		4,427		—		4,427
Other comprehensive income
Foreign currency translation adjustment	—	—		—		—		2,300		2,300
Net unrealized gains on investments in securities	—	—		—		—		28		28
Comprehensive income										6,755
Balance at June 30, 2025	23,874,601	$	23	$	449,903	$	239,344	$	(24,563)	$	664,707

	March 31, 2025						December 31, 2024						UsefulLife (in years)	Weighted AverageUseful Life Remaining(in years)
	June 30, 2025						December 31, 2024						UsefulLife (in years)	Weighted AverageUseful Life Remaining(in years)
(in thousands)	Gross		AccumulatedAmortization		Net		Gross		AccumulatedAmortization		Net
Intangible assets with finite lives:
Non-compete agreement	$	~~829~~851	$	(~~739~~786)	$	9065	$	819	$	(703)	$	116	2.0 - 5.0	0.64
Software technology	13,229		(9,~~465~~808)		3,~~764~~421		13,229		(9,123)		4,106		10.0	2.85
Software platform	2627,~~119~~135		(910,~~198~~121)		1617,~~921~~014		25,657		(8,457)		17,200		12.0	7.86
Total intangible assets	$	4041,~~177~~215	$	(1920,~~402~~715)	$	20,~~775~~500	$	39,705	$	(18,283)	$	21,422

(in thousands)	Estimated Amortization Expense
Remaining 2025	$	21,~~728~~862
2026	3,~~537~~622
2027	3,~~528~~613
2028	2,~~161~~244
2029	2,~~161~~244
Thereafter	6,~~660~~915
Total estimated amortization expense	$	20,~~775~~500



	December 31, 2024
(in thousands)	Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government agency securities	$	8,323	$	—	$	(22)	$	8,301
Corporate debt securities	15,852		—		(82)		15,770
U.S. municipal securities	6,762		—		(38)		6,724
U.S. treasury bonds	1,000		—		(3)		997
Total marketable securities	$	31,937	$	—	$	(145)	$	31,792

(in thousands)	~~March~~June 3130,2025
Due in one year or less	$	1412,~~154~~804
Due after one year through five years	1920,~~425~~037
Total marketable securities	$	3332,~~579~~841

	Stock Options	Weighted-AverageExercise Price
Options outstanding at December 31, 2024	445,136	$	51.34
Granted	77139,~~606~~872	39.6132
Exercised	(8,~~502~~762)	33.7977
Forfeited	(193,~~404~~350)	3237.6331
Expired	(1316,~~136~~354)	9287.0974
Options outstanding at March 31, 2025	499,700	$	48.80
Options outstanding at June 30, 2025	466,542	$	49.60
Exercisable at March 31, 2025	220,489	$	63.63
Exercisable at June 30, 2025	254,268	$	60.44

	RestrictedStock	Weighted-AverageGrant DateFair ValuePer Share
	RestrictedStock Units	Weighted-AverageGrant DateFair ValuePer Share
Restricted stock at December 31, 2024	763,261	$	38.25
Restricted stock units at December 31, 2024	763,261	$	38.25
Granted	63278,~~120~~500	39.6195
Restrictions lapsed	(44212,~~523~~421)	4440.8255
Forfeited	(1185,~~502~~562)	3536.3157
Restricted stock at March 31, 2025	770,356	$	38.02
Restricted stock units at June 30, 2025	743,778	$	38.42

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
	2025	2024
Risk-free interest rate	4.13% - 4.17%	4.28% - 4.30%
Expected life (years)	6.25	6.25
Expected volatility	52.12% - 52.99%	50.62% - 50.72%
Expected dividend yield	0%	0%

	PerformanceStock	Weighted-AverageGrant DateFair ValuePer Share
	PerformanceStock Units	Weighted-AverageGrant DateFair ValuePer Share
Performance stock at December 31, 2024	180,173	$	60.75
Performance stock units at December 31, 2024	180,173	$	60.75
Granted	66,592	62.36
Granted1	153,503	59.71
Restrictions lapsed	(32,977)	96.41
Performance change	—	—
Forfeited	—(68,887)	—57
Performance stock at March 31, 2025	213,788	$	55.75
Performance stock units at June 30, 2025	231,812	$	56.17
1 Includes a target number of 54,320 PSUs granted as part of the May 23, 2025, Inducement Awards, 27,160 of which have the same market condition as the PSUs granted under the 2022 Plan as described above, and 27,160 of which also include a performance condition with anywhere between 0 percent and 100 percent of the target number capable of being achieved during two six-month performance periods and then anywhere between 0 percent and 200 percent of such achieved PSUs capable of being earned and vesting during a three-year performance period depending on the Company's performance in the final year of the performance period and the award recipient's continued employment.

	Three Months EndedMarch 31,
	2025	2024
Risk-free interest rate	4.08%	4.37%
Expected life (years)	2.85	2.88
Expected volatility	52.40%	51.40%
Expected dividend yield	0%	0%



	Six Months Ended June 30,
	2025	2024
Risk-free interest rate	3.98% - 4.08%	4.37%
Expected life (years)	2.61 - 2.85	2.88
Expected volatility	52.40% - 53.20%	51.40%
Expected dividend yield	0%	0%

Quarter Ended March 31 2025,
Three Months Ended June 30, 2025
(in thousands)
	United States		Europe		Corporate Unallocated		Total
Revenue	$	~~100~~110,~~267~~712	$	2524,~~938~~351	$	—	$	~~126~~135,~~205~~063
Segment expenses1	7483,~~770~~025		29,~~800~~170		17,~~143~~750		~~121~~129,~~713~~945
Exit, Disposal and Goodwill impairment benefit	—		(39)		—		(39)
Exit, Disposal and Goodwill impairment costs	—		149		—		149
Income (Loss) from Operations	$	2527,~~497~~687	$	(34,~~823~~968)	$	(17,~~143~~750)	$	4,~~531~~969


Six Months Ended June 30, 2025
(in thousands)
	United States		Europe		Corporate Unallocated		Total
Revenue	$	210,979	$	50,289	$	—	$	261,268
Segment expenses1	157,795		58,970		34,893		251,658
Exit, Disposal and Goodwill impairment costs	—		110		—		110
Income (Loss) from Operations	$	53,184	$	(8,791)	$	(34,893)	$	9,500


Six Months Ended June 30, 2024
(in thousands)
	United States		Europe		Corporate Unallocated		Total
Revenue	$	200,022	$	53,499	$	—	$	253,521
Segment expenses1	149,449		57,675		33,571		240,695
Exit, Disposal and Goodwill impairment costs	—		—		—		—
Income (Loss) from Operations	$	50,573	$	(4,176)	$	(33,571)	$	12,826

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue (in thousands)	$	~~126~~135,~~205~~063	$	~~127~~125,~~890~~631	$	261,268	$	253,521
Customer contacts	21,~~627~~775		22,~~466~~456		33,136		34,338
Revenue per customer contact1	$56,~~836~~203		$5,~~693~~595		$7,885		$7,383

	Three Months Ended March 31,								Change
	Three Months Ended June 30,								Change				Six Months Ended June 30,								Change
(dollars in thousands)	2025				2024				$		%		2025				2024				$		%
Revenue	$	~~126~~135,~~205~~063	100.0		$	~~127~~125,~~890~~631	100.0		$	(19,~~685)~~432	(17.3)5		$	261,268	100.0		$	253,521	100.0		$	7,747	3.1
Cost of revenue	7075,~~507~~289		55.97		7069,~~423~~085		55.10		846,204		09.10		145,796		55.8		139,508		55.0		6,288		4.5
Gross profit	5559,~~698~~774		44.13		5756,~~467~~546		4445.90		(13,~~769)~~228		(35.1)7		115,472		44.2		114,013		45.0		1,459		1.3
Operating expenses
Marketing and sales	2324,~~749~~731		18.83		23,~~160~~291		18.15		~~589~~1,440		26.52		48,480		18.6		46,451		18.3		2,029		4.4
Research and development	1011,~~609~~173		8.43		1110,~~167~~661		8.75		~~(558)~~512		(54.0)8		21,782		8.3		21,828		8.6		(46)		(0.2)
General and administrative	1618,~~848~~752		13.49		16,~~313~~595		1213.82		~~535~~2,157		313.30		35,600		13.6		32,908		13.0		2,692		8.2
Benefits related to exit and disposal activities	(39)		—		—		—		(39)		(100.0)
Costs related to exit and disposal activities	149		0.1		—		—		149		(100.0)		110		—		—		—		110		(100.0)
Total operating expenses	5154,~~167~~805		40.56		50,~~640~~547		3940.62		~~527~~4,258		18.04		105,972		40.6		101,187		39.9		4,785		4.7
Income from operations	4,~~531~~969		3.67		65,~~827~~999		54.38		(21,~~296~~030)		(3317.62)		9,500		3.6		12,826		5.1		(3,326)		(25.9)
Other income, net	1,~~454~~705		1.23		~~899~~1,361		01.71		~~555~~344		6125.73		3,159		1.2		2,260		0.9		899		(39.8)
Income before income taxes	56,~~985~~674		4.79		7,~~726~~360		65.09		(~~1,741~~686)		(229.53)		12,659		4.8		15,086		6.0		(2,427)		(16.1)
Provision for income taxes	2,~~386~~247		1.97		2,~~458~~820		12.92		(72573)		(220.93)		4,633		1.8		5,278		2.1		(645)		(12.2)
Net income	$	34,~~599~~427	23.93	%	$	54,~~268~~540	43.16	%	$	(~~1,669~~113)	(312.75)	%	$	8,026	3.1	%	$	9,808	3.9	%	$	(1,782)	(18.2)	%

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) ~~(1)~~
January 1, 2025 through January 31, 2025	—	$	—	—	$	—
April 1, 2025 through April 30, 2025	—	$	—	—	$	79,125
February 1, 2025 through February 28, 2025	340,430	$	41.96	340,430	$	85,714
May 1, 2025 through May 31, 2025	75,432	$	40.97	75,432	$	76,035
March 1, 2025 through March 31, 2025	173,309	$	38.02	173,309	$	79,125
June 1, 2025 through June 30, 2025	—	$	—	—	$	76,035
	513,739	$	40.63	513,739	$	79,125
	75,432	$	40.97	75,432	$	76,035

Exhibit Number						Description of Exhibit
3.1						Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012).
3.2						Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, filed with the Commission on May 21, 2015).
3.3						Third Amended and Restated By-Laws of Proto Labs, Inc., as amended through November 15, 2022 (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K, filed on November 15, 2022).
31.1						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
10.1						Executive Employment Agreement, dated May 20, 2025, by and between Proto Labs, Inc. and Suresh Krishna (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on May 21, 2025).
31.2						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
10.2						Consulting Agreement, dated May 20, 2025, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K, filed on May 21, 2025).
32.1						Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act**
10.3						Consulting Agreement, dated May 28, 2025, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K, filed on May 30, 2025).
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)*
10.4						Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan, as amended May 20, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed on May 21, 2025).
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
31.1						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
31.2						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*
32.1						Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act**
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
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.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

			Proto Labs, Inc.
Date: May 2, 2025			/s/ Robert Bodor
Date: July 31, 2025			/s/ Suresh Krishna
			Robert Bodor
			Suresh Krishna
			President and Chief Executive Officer(Principal Executive Officer)
Date: May 2, 2025			/s/ Daniel Schumacher
Date: July 31, 2025			/s/ Daniel Schumacher
			Daniel Schumacher
			Chief Financial Officer(Principal Financial Officer)
			Chief Financial Officer(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

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