UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission File No. 001-34220

__________________________

3D SYSTEMS CORPORATION

(Exact name of Registrant as Specified in its Charter)

__________________________


Delaware			95-4431352
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Address of Principal Executive Offices and Zip Code)

(Registrant’s Telephone Number, Including Area Code): (803) 326-3900

_________________________

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

DDD

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 (§232.405 of this chapter) 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, 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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based-compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant on June 30, ~~2024~~2025 was $~~396~~189,~~822~~570,~~398~~915. For purposes of this computation, it has been assumed that the shares beneficially held by directors and executive officers of the registrant were “"held by affiliates.”" This assumption is not to be deemed an admission by these persons that they are affiliates of the registrant.

The number of shares of the registrant's Common Stock outstanding as of March 172, ~~2025~~2026: ~~135~~146,~~538~~066,~~470~~333.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's definitive proxy statement for its ~~2025~~2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

3D SYSTEMS CORPORATION

Annual Report on Form 10-K

For the Year Ended December 31, 2024

TABLE OF CONTENTS

PART I			4
Item 1. Business			4
Item 1A. Risk Factors			1312
Item 1B. Unresolved Staff Comments			2624
Item 1C. Cybersecurity			2624
Item 2. Properties			2826
Item 3. Legal Proceedings			2826
Item 4. Mine Safety Disclosures			2826
PART II			2826
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			2826
Item 6. [Reserved]			3028
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3129
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			53
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			41
Item 8. Financial Statements and Supplementary Data			5441
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			5441
Item 9A. Controls and Procedures			5441
Item 9B. Other Information			5643
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			5643
PART III			5643
Item 10. Directors, Executive Officers and Corporate Governance			5643
Item 11. Executive Compensation			5643
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			5643
Item 13. Certain Relationships and Related Transactions and Director Independence			57
Item 13. Certain Relationships and Related Transactions, and Director Independence			44
Item 14. Principal Accountant Fees and Services			5744
PART IV			5744
Item 15. Exhibits and Financial Statement Schedules			5744
Item 16. Form 10-K Summary			6148

This Annual Report on Form 10-K (“"Form 10-K”") contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part II, Item 7 of this Form 10-K under the heading “"Management’s Discussion and Analysis of Financial Condition and Results of Operations.”" Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “"believes,”" “"belief,”" “"expects,”" “"may,”" “"will,”" “"estimates,”" “"intends,”" “"anticipates,”" or “"plans”" or the negative of these terms or other comparable terminology. Forward-looking statements are based upon management’s beliefs, assumptions and current expectations concerning future events and trends, using information currently available, and are necessarily subject to uncertainties, many of which are outside our control. Although we believe that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. A number of important factors could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “"Risk Factors.”" All subsequent written and oral forward-looking statements attributable to the Company or to individuals acting on our behalf are expressly qualified in their entirety by this discussion. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

PART I

Item 1. Business

General

3D Systems Corporation (“"3D Systems”" or the “"Company”" or “"we,”" "our" or “"us”") markets our products and services through subsidiaries in North America and South America (~~collectively referred to as “~~"Americas”"), Europe and the Middle East (~~collectively referred to as “~~"EMEA”") and Asia Pacific and Oceania (~~collectively referred to as “~~"APAC”"). We provide comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, and services, including maintenance, advanced manufacturing and applications engineering. Our solutions support advanced applications in two key industry verticals: Healthcare Solutions (which includes dental, medical devices, personalized health services and regenerative medicine) and Industrial Solutions (which includes aerospace, defense, transportation and general manufacturing). We have ~~over~~more than 35 years of experience and expertise, which have proven vital to our development of an ecosystem and end-to-end digital workflow solutions that enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

Business Strategy

Accelerating Additive Manufacturing Adoption

We partner with customers to enable them to adopt and scale additive manufacturing in their production environments. We believe that our additive manufacturing capabilities can help customers solve a number of design and manufacturing challenges – such as improved lead times, enhanced design freedom, part consolidation and the ability for mass customization. We believe that we have both the scale and the breadth of technologies, encompassing hardware platforms, materials and software, that our customers require for the successful implementation of additive manufacturing into their design and manufacturing processes. Using a strong application focus in each of our two business segments, our Applications Innovation Group integrates our printer hardware, materials, software and professional and technical services in unique combinations to solve a customer’s product need. Once complete, we can scale the process for the customer to a certain production level through our Advanced Manufacturing solutions, and, with increasing demand, we can enable a customer to continue scaling to high volumes within their own production facilities. This transfer of the workflow involves providing the printing systems, materials and software, along with the process definition and other technical expertise, that enables a seamless transfer of capability to the manufacturer. We expect the result of this approach to drive recurring revenue streams as customers adopt additive manufacturing solutions and consume materials to produce parts, utilize software to manage the print process and manufacturing operations, and make use of our service offerings for application development, maintenance and upgrades. Our proficiency in providing industry focused application and solution development for customers includes a number of internal assets and capabilities, including:

Using a strong application focus in our Industrial and Healthcare verticals, our Applications Innovation Group integrates our printer hardware, materials, software, and professional and technical services in unique combinations to solve customers' product needs. Once complete, we can scale the process for the customer to a certain production level through our Advanced Manufacturing solutions, and, with increasing demand, we can enable a customer to continue scaling to high volumes within their own production facilities. This transfer of the workflow involves providing the printing systems, materials and software, along with the process definition and other technical expertise, that enables a seamless transfer of capability to the manufacturer. We expect the result of this approach to drive recurring revenue streams as customers adopt additive manufacturing solutions and consume materials to produce parts, utilize software to manage the print process and manufacturing operations, and make use of our service offerings for application development, maintenance and upgrades. Our proficiency in providing industry focused application and solution development for customers includes a number of internal assets and capabilities, including:

a.A full range of additive manufacturing hardware technologies and materials to address needs in metals and plastics (including biocompatible materials for medical use), wax and bioprinting.

ab.ASoftware ~~full~~that ~~range~~enables optimal use of ~~additive~~the ~~manufacturing~~printing ~~hardware~~system ~~technologies~~to improve output and ~~materials~~automation; tointelligence ~~address~~that ~~needs~~manages infleets ~~metals~~of machines to enhance efficiency and ~~plastics~~productivity; ~~(including~~and ~~biocompatible~~advanced ~~materials~~capabilities for ~~medical~~workflow ~~use)~~optimization, ~~wax~~complex geometries, application performance, and ~~bioprinting~~machine optimization.

bc.An Application Innovation Group that includes industry and technology application experts, customer innovation and advanced manufacturing centers and post-sale service and support.

cd.AScale ~~software~~that ~~suite~~includes ~~that~~significant ~~enables~~and ~~end-to-end~~diverse ~~additive~~experience ~~manufacturing~~in ~~including~~production ~~design,~~parts ~~simulation,~~and ~~process~~applications ~~management~~combined ~~and~~with ~~manufacturing~~a ~~execution~~global reach to service our customers worldwide.

~~d.Scale~~Healthcare ~~that includes significant and diverse experience in production parts and applications combined with a global reach to service our customers worldwide~~Solutions

~~Investing~~Leveraging indecades of experience, we provide industry-leading surgical planning, implants, instrumentation, and medical education solutions to help medical device manufacturers and healthcare providers accelerate innovation, and ultimately, transform healthcare. Core areas of our Healthcare business include Medical Technology, Dental and Regenerative Medicine.

AsWe anare ~~early~~accelerating ~~and~~innovation ~~continuing~~across ~~innovator~~the inMedical ~~additive~~Technology ~~manufacturing,~~industry weand ~~have~~transforming ~~significant~~personalized ~~experience~~care inby ~~bringing~~enabling ~~this~~patient-specific ~~technology~~implants, tosurgical ~~new~~guides ~~markets.~~and ~~Within~~anatomical ~~our~~models ~~Healthcare~~that ~~Solutions~~improve ~~segment,~~precision ain ~~portion~~both ofplanned ~~our~~procedures ~~business~~and ~~focuses~~trauma oncases. ~~opportunities~~These ~~for~~advancements ~~additive~~will ~~manufacturing~~lead tothe beway ~~applied~~ to ~~regenerative~~enhancing ~~medicine.~~surgical ~~To date~~outcomes, ~~our~~reducing ~~efforts~~recovery intimes, ~~the~~and ~~area~~redefining ofhow ~~regenerative~~complex ~~medicine~~bone ~~have~~structures ~~consisted~~are ~~primarily~~designed, ofreplaced, ~~pre-commercial bio-technology research~~ and ~~development ("R&D") in the areas described below~~restored.

~~Each~~In ~~year, end-stage organ failure kills millions of people, and~~ the ~~supply~~Dental ~~of donated organs is insufficient to meet the needs of patients seeking transplantation. Accordingly~~vertical, ~~our first area of focus is the use of additive manufacturing for human organ transplantation. In 2017,~~ we ~~entered~~are ~~into~~building anon ~~arrangement that combined~~ our 3Dreputation ~~printing~~as ~~expertise~~a ~~and~~longtime ~~capabilities~~leader in ~~human tissue engineering with~~ the ~~regenerative~~clear ~~medicine~~aligner ~~and~~technology ~~biotechnology~~used ~~expertise of a key strategic partner, with a long-term goal of developing the capability~~ to 3Dstraighten ~~print~~teeth ~~lungs that will allow patients with end-stage lung disease~~ to ~~receive~~address ~~transplants~~the ~~that~~full ~~will~~continuum ~~enable~~of ~~them~~oral tocare. ~~enjoy~~This ~~long~~includes ~~and~~protecting ~~active lives. In 2021~~(nightguards), ~~this~~repairing ~~program~~(crowns ~~was~~and ~~expanded~~bridges) ~~to also focus on developing the capability to print scaffolds for livers~~ and ~~kidneys,~~replacing ~~for~~(multi-material ~~which~~monolithic ~~research~~jetted ~~continued~~dentures) ~~through the start of 2024~~teeth. ~~Beginning~~By inleveraging ~~the first quarter of 2024, due to changes to~~ our ~~arrangement~~experience ~~with~~in ~~and~~straightening ~~funding from our key strategic partner, the Company’s continuing organ program returned~~ to ~~focusing~~these onother ~~developing~~critical ~~the~~areas ~~capability~~we toexpect ~~print human lung scaffolds, for which the related R&D efforts will continue~~ to beplay ~~primarily~~an ~~funded~~important byrole ~~our~~in ~~key~~shaping ~~strategic partner. Given~~ the ~~loss~~future of ~~funding~~orthodontic ~~for research on kidneys~~ and ~~liver~~dental ~~from our key strategic partner, those programs were discontinued during the first quarter of 2024~~innovation.

~~Our~~Within ~~second~~Healthcare, ~~area~~a portion of ~~focus seeks to utilize~~ our ~~bio-printing~~business ~~capabilities~~focuses ~~to design and manufacture 3D-printed vascularized “organs-~~on~~-chips”~~ opportunities for ~~use~~additive inmanufacturing ~~drug~~to ~~development~~be byapplied ~~pharmaceutical~~to ~~industry~~Regenerative ~~customers~~Medicine. ~~Currently,~~To ~~drug development is an expensive and time-consuming process~~date, ~~and~~our ~~many~~efforts ~~drug~~in ~~therapies that appear promising during pre-clinical trials fail during human clinical trials. We believe that “organs-on-chips” can accelerate~~ the ~~drug~~area ~~development~~of ~~process~~Regenerative ~~and~~Medicine ~~reduce~~have ~~the~~consisted ~~cost~~primarily of pre-~~clinical~~commercial ~~drug testing, as well as reduce the pharmaceutical industry’s reliance on animal testing. During 2024, our wholly~~bio-~~owned~~technology ~~biotech~~research ~~company,~~and ~~Systemic~~development ~~Bio, continued its~~ ("R&D") ~~work~~ in ~~this~~the ~~area~~areas ~~with~~described ~~pharmaceutical industry customers~~below. We are engaged in a review of strategic alternatives for Systemic Bio. During this review we plan to continue to provide internal funding to support Systemic Bio, including for product development and customer acquisition activities.

Each year, end-stage organ failure kills millions of people, and the supply of donated organs is insufficient to meet the needs of patients seeking transplantation. Accordingly, our first area of focus is the use of additive manufacturing for human organ transplantation. In 2017, we entered into an arrangement that combined our 3D printing expertise and capabilities in human tissue engineering with the regenerative medicine and biotechnology expertise of a key strategic partner, with a long-term goal of developing the capability to 3D print lungs. These 3D printed lungs will allow patients with end-stage lung disease to receive transplants that will enable them to enjoy long and active lives. Our current development efforts are focused on scaling and optimizing the printing and subsequent processes to human scale tissues. The scale-up research builds on the successful work completed at a smaller scale.

Industrial Solutions

We have a diverse set of solutions within our Industrial business with a focus on two core areas. The first is high-volume production applications in markets such as automotive and consumer, including jewelry, where additive manufacturing is being adopted to enable scalable, digitally driven manufacturing. In these markets, 3D printing accelerates product development and supports mass customization, helping customers bring differentiated products to market faster.

The second is specialized, mission-critical components for high-reliability industries such as aerospace & defense, semiconductors, and oil & gas, where performance, precision, and material capability are essential to producing low-volume, high-value parts. These markets benefit from our combination of application teams, hardware, and material solutions, combined with the ability to support the initial manufacturing during the design and validation phase.

Products

We offer ~~our~~the ~~customers~~broadest ~~a comprehensive~~ range of 3Dprinter ~~printers,~~technology ~~materials,~~in ~~software,~~the industry and ~~digital~~provide ~~design~~the ~~tools~~largest suite of proprietary materials to bring applications to life.

3D Printers and Materials

Our 3D printers transform digital data input generated by 3D design software, Computer Aided Design (“"CAD”") software or other 3D design tools, into printed parts using several unique print engines that employ proprietary, additive layer by layer building processes with a variety of materials. As part of our solutions-oriented strategy, we offer a broad range of 3D printing technologies including Stereolithography ("SLA"), Selective Laser Sintering, Direct Metal Printing, MultiJet Printing, ~~ColorJet Printing,~~ polymer extrusion, and extrusion and SLA based bioprinting. Our printers utilize a wide range of materials, the majority of which are proprietary materials that we develop, blend, and market. Our comprehensive range of materials includes plastic, nylon, metal, composite, elastomeric, wax, polymeric dental materials, and biocompatible materials. We augment and complement our portfolio of engineered materials with materials that we purchase or develop with third parties under private label and distribution arrangements.

We work closely with our customers to optimize the performance of our materials in their applications. Our expertise in materials science and formulation, combined with our processes, software and equipment, enables us to provide unique solutions and help our customers select the material that best meets their needs with optimal cost and performance results.

5As part of our solutions approach, many of our printers feature built-in intelligence and high-productivity, user-friendly systems designed to simplify and scale production. For these integrated printers, we furnish materials specifically designed for use in those printers, which are packaged in smart cartridges and utilize material delivery systems. These integrated materials are designed to enhance system functionality, productivity, reliability, and the shelf life of materials, in addition to providing our customers with a built-in quality management system and a fully integrated workflow solution.

As part of our solutions approach, our currently offered printers, with the exception of direct metal printers and bioprinters, have built-in intelligence to make them integrated, closed systems. For these integrated printers, we furnish materials specifically designed for use in those printers, which are packaged in smart cartridges and utilize material delivery systems. These integrated materials are designed to enhance system functionality, productivity, reliability and materials' shelf life, in addition to providing our customers with a built-in quality management system and a fully integrated workflow solution.

Software and Related Products

WeSoftware ~~provide~~remains ~~digital~~an ~~design~~important ~~tools,~~part ~~including~~of ~~software,~~our ~~scanners and haptic devices~~offering. We ~~offer~~have ~~solutions~~built ~~for~~unique ~~product~~expertise ~~design,~~in ~~simulation,~~polymer ~~mold~~printing ~~and~~based ~~die~~on ~~design,~~our investment in 3D ~~scan-to-print,~~Sprint ~~reverse~~where ~~engineering,~~customers’ ~~production~~3D ~~machining,~~content ~~metrology,~~is ~~inspection~~optimized ~~and~~for ~~manufacturing~~additive ~~workflows~~manufacturing. ~~These~~3D ~~products~~Sprint ~~are~~uses ~~designed~~artificial tointelligence ~~enable~~and amachine ~~seamless~~learning, ~~workflow~~user-friendly ~~for~~interfaces, ~~customers.~~and Weautomated ~~also~~setup ~~offer~~processes. This proprietary software toprepares ~~prepare~~ and ~~optimize~~optimizes ~~CAD~~3D content data and ~~manage~~manages the additive manufacturing ~~processes.~~process ~~These~~for ~~software~~our ~~products~~polymer ~~provide~~3D ~~automated~~printing ~~support~~technologies. ~~building~~The ~~and~~3D ~~placement,~~Sprint ~~build~~software ~~platform~~solution ~~management,~~is ~~print~~specifically ~~simulation~~designed ~~and~~to ~~print~~support ~~queue~~customer ~~management~~workflows ~~capabilities.~~in ~~The~~the ~~outcome~~same issoftware ~~the~~environment ~~ability~~with an easy-to-use ~~improve~~interface ~~the~~that ~~quality~~maximizes ofefficiency ~~prints,~~and ~~optimize~~eliminates ~~design~~costly ~~structure,~~translation ~~shorten~~errors ~~design~~– tosaving ~~manufacturing~~our ~~lead~~customers both time and ~~minimize manufacturing costs~~money.

~~Since~~For ~~the~~metal ~~acquisition~~additive ofmanufacturing ~~Oqton~~systems, ~~Inc.~~we ~~("Oqton")~~offer inleading ~~2021,~~solutions wefor ~~have~~product ~~also~~design, ~~offered an intelligent~~simulation, ~~cloud-based~~mold ~~"manufacturing~~and ~~operating~~die ~~system"~~design, ~~("MOS")~~3D ~~platform~~ scan-to-print, ~~customers~~reverse ~~that~~engineering, ~~need~~production tomachining, ~~integrate~~metrology, ainspection, ~~broad range of advanced manufacturing~~ and ~~automation technologies, including additive~~ manufacturing ~~solutions, in their production~~ workflows. ~~Many~~Although ofwe 3Ddivested ~~System’s~~of ~~legacy~~the ~~stand-alone~~3DXpert ~~software~~business ~~applications~~in ~~are~~2025, ~~integrated~~we ~~into~~continue ~~Oqton’s~~to ~~legacy~~sell ~~MOS,~~and sosupport ~~that~~3DXpert weto ~~can~~existing ~~offer~~and ~~our~~future customers afor ~~complete~~their ~~cloud-based~~use ~~software~~with ~~solution~~our tometal ~~automate~~printing ~~and~~systems ~~control~~through ~~their~~our ~~entire~~relationship ~~digital~~with ~~manufacturing~~Hubb ~~process from order to delivery~~Ventures.

In December 2024, the Company entered into a definitive agreement for the sale of its Geomagic software business to Hexagon AB for $123 million, subject to customary adjustments. The divestiture of Geomagic is expected to be completed by the end of the second quarter of 2025, subject to the satisfaction of certain closing conditions. Geomagic represents only a portion of the Company’s broader software business, and its products primarily consist of reverse engineering, design and inspection software. Following the sale of Geomagic, the Company’s remaining software business and continued investment and development efforts will primarily focus on software solutions and platforms that accelerate the adoption of 3D printing technologies in large-scale, production application environments. These software platforms specifically include 3D Sprint, 3DXpert, which are core to the Company’s metal and polymer additive manufacturing solutions, and Oqton Industrial Manufacturing OS, which helps customers move from prototyping to a repeatable and high-quality production additive manufacturing process. Through these platforms, the Company will continue to offer software solutions for design, build preparation simulation, automation of repetitive tasks, inspection, preparing and optimizing CAD and polygon data, increasingly leveraging the power of artificial intelligence and machine learning to drive efficiency, improved workflows, higher productivity, repeatability, and quality.

For purposes of our accompanying consolidated financial statements, the assets and liabilities of the Geomagic business that we plan to sell have been reclassified and separately reported as held for sale in our balance sheet. Consistent with the remainder of our software business, Geomagic’s operating results historically have been, and continue to be, included in the financial results reported for our Industrial Segment. Geomagic has not been separately reported as a discontinued operation in our accompanying consolidated financial statements, as the sale of this component of our software business does not represent a shift away from providing software products to our customers.

Services

Our service offering is built around two core elements: supporting our printers and supplying specialized components.

Maintenance and Training Services

We provide a variety of customer services, local application support and field support on a worldwide basis for our products, including installation of new printers at customers’ sites, maintenance agreements, periodic hardware upgrades and software updates. We also provide services to assist our customers and partners in developing new applications for our technologies to facilitate the use of our technology for specific applications, to train customers on the use of our printers and to maintain our printers at ~~customers’~~customer sites. We provide these services, spare parts and field support either directly or through a network of reseller partners. We employ customer-support sales engineers to support our worldwide customer base, and we seek to continue to strengthen and enhance our partner network and service offerings.

Our 3D printers are sold with a warranty period ranging from 90 days to one year. After the warranty period, we offer service contracts that enable our customers to continue service and maintenance coverage. These service contracts are offered with various levels of support and options, and are priced accordingly. One entitlement of our service contracts is that our service engineers provide regularly scheduled preventive maintenance visits to customer sites. Additionally, we provide training for our partners to enable them to also perform these services. Another contract entitlement on select printer models is proactive remote troubleshooting capability through our 3DConnect Service IoT platform.

~~Our~~Advanced 3DManufacturing printers are sold with a warranty period ranging from 90 days to one year. After the warranty period, we generally offer service contracts that enable our customers to continue service and maintenance coverage. These service contracts are offered with various levels of support and options, and are priced accordingly. One entitlement of our service contracts is our service engineers provide regularly scheduled preventive maintenance visits to customer sites. Additionally, we provide training to our partners to enable them to also perform these services. Another contract entitlement on select printer models is proactive remote troubleshooting capability through our 3DConnect Service IoT platform. From time to time, we also offer upgrade kits for certain of our printers that enable our existing customers to take advantage of new or enhanced printer capabilities. In some cases, we have discontinued upgrade support and maintenance agreements for certain of our older legacy printers.Services

~~Advanced~~As ~~Manufacturing~~part of our strategy to help customers adopt additive manufacturing, we offer advanced manufacturing services through facilities in the Americas and EMEA regions. These facilities supplement customer manufacturing environments by allowing them to test and ramp production using our solutions before transitioning production to their environments and providing them with flexible manufacturing capacity on an as-needed basis. This allows us to provide application and production expertise and refine the production process as part of our solutions approach. As the process is validated and volumes ramp up, customers may choose to move production to their facilities using equipment, materials, software, and services that they purchase from us. For our customers that operate in highly regulated industries or that are beginning to adopt additive manufacturing, we supply mission-critical components.

As part of our strategy to help customers adopt additive manufacturing, we offer advanced manufacturing services through facilities in the Americas and EMEA regions. These facilities supplement customer manufacturing environments by allowing them to test and ramp production using our solutions before transitioning production to their environment and also providing them with flexible manufacturing capacity on an as-needed basis. This allows us to provide application and production expertise and refine the production process as part of our solutions approach. As the process is validated and volumes ramp, customers may choose to move production to their facilities using equipment, materials, software and services that they purchase from us. These facilities operate under stringent quality systems and are also utilized by customers in regulated industries such as healthcare and aerospace and defense for sustained outsourced production of hundreds of thousands of parts per year.

Software Services

In addition to our software license products, we offer software maintenance and cloud-software subscriptions, which includes updates and support for our licensed software products. Our licensed software is sold with a maintenance service that generally covers a period of one year. After this initial period, we offer single and multi-year maintenance contracts that enable our customers to continue coverage. These software service contracts typically include free software updates and various levels of technical support. In addition, we offer Oqton's legacy MOS as a cloud based-manufacturing operating system designed to automate digital production workflows and to enable machine monitoring, end-to-end manufacturing visibility and production traceability. For our cloud subscription solutions, customer support and software updates are included as part of the solution.

Healthcare Solutions Services

As part of our precision healthcare solutions services, we provide surgical planning, modeling, prototyping and manufacturing services. We offer printing and finishing of medical and dental devices, anatomical models and surgical guides and tools, as well as modeling, design and planning services, including VSP™ surgical planning solutions.

Global Operations

We operate in the Americas, EMEA, and APAC regions,. Product design and ~~market~~application ~~our~~development ~~products~~are based in the United States ("U.S.") and ~~services~~Europe, inwhere ~~those~~we ~~areas~~also maintain major manufacturing centers. Our globally distributed sales and service team supports our customers worldwide.

In maintaining operations outside the ~~United States (the “~~U.S.”), we expose our business to risks inherent in such operations, including currency exchange rate fluctuations. Information on foreign exchange risk appears in Part I, Item 1A, “"Risk Factors,”" Part II, Item 7A, “"Quantitative and Qualitative Disclosures ~~about~~About Market Risk”" and Part II, Item 8, “"Financial Statements and Supplementary Data”" of this Form 10-K.

Marketing and Customers

Our Gogo-to-~~Market~~market strategy focuses on an integrated approach that is directed at providing comprehensive design to manufacturing solutions meeting the broad spectrum of our customer needs. We utilize a wide range of marketing tools to generate demand and create awareness for our products and services worldwide. Our marketing and communications teams support our demand generation activities by providing marketing campaigns, digital presence and outreach, events and ~~event~~tradeshows, and targeted vertical seminar engagements.

We promote and sell our solutions globally through a direct sales force, channel partners and, in certain geographies, appointed distributors. Our customer success organization includes sales professionals, application engineers, vertical specialists, service engineers, and other support teams throughout the Americas, EMEA and APAC regions. These teams are responsible for providing complete service to our customers and channel partners from a technical consultation to the sale of our software, ~~printer~~printers, and services products.

7Our application engineers collaborate closely with our customers to solve complex design and additive manufacturing challenges, leveraging our technology, software, materials and services to develop advanced applications across our Healthcare Solutions and Industrial Solutions segments. Additionally, our Customer Innovation Centers and Advanced Manufacturing provide access to the resources necessary to develop, validate, and commercialize customer applications.

Our ~~application~~customers ~~engineers~~include ~~collaborate~~major ~~closely~~companies ~~with~~as ~~our~~well ~~customers~~as tosmall ~~solve~~and ~~complex~~mid-size ~~design~~businesses ~~and~~in ~~additive~~a ~~manufacturing~~broad ~~challenges~~range of industries, ~~leveraging~~including ~~our~~medical, dental, automotive, aerospace, durable goods, government, defense, energy, technology, ~~software~~jewelry, ~~materials~~service bureaus, electronics, education, consumer goods, semiconductors, biotechnology, and ~~services~~others. toFor ~~develop~~the ~~advanced~~year ~~applications~~ended ~~across~~December 31, 2025, two customers within our Healthcare ~~Solutions~~Segment ~~and~~represented ~~Industrial~~12.2% ~~Solutions~~and ~~segments~~11.4% ~~Additionally,~~of our ~~Customer~~revenue, ~~Innovation~~respectively. ~~Centers~~For ~~provide~~the ~~access~~years toended ~~the~~December ~~resources~~31, ~~necessary~~2024 toand ~~develop~~2023, ~~validate,~~one of those customers also represented 16.0% and ~~commercialize~~15.0% ~~customer~~of ~~applications~~our revenue, respectively. We expect to maintain our relationship with these customers.

We sell our software solutions, including our Oqton MOS software, through a dedicated software sales team. Our software may be sold to customers with 3D printing equipment from competitive equipment manufacturers and, in some cases, we resell our software through these manufacturers.

Our customers include major companies as well as small and midsize businesses in a broad range of industries, including medical, dental, automotive, aerospace, durable goods, government, defense, technology, jewelry, electronics, education, consumer goods, energy, biotechnology and others. For the years ended December 31, 2024, 2023, and 2022, one customer accounted for approximately 16%, 15% and 23% of our consolidated revenue, respectively. We expect to maintain our relationship with this customer.

Seasonality

Historically, our results of operations have been subject to seasonal factors. Stronger demand for our products has historically occurred in our fourth quarter primarily due to our customers’ capital expenditure budget cycles ~~and our sales compensation incentive programs~~. Our first and third quarters have historically been our weakest quarters for overall unit demand. The first quarter has typically been a slow quarter for capital expenditures in general.

Production and Suppliers

InWe ~~order~~produce ~~to carry out the assembly~~ and ~~refurbishment~~refurbish of our 3D printer hardware, weat ~~utilize~~our aproduction ~~combination~~facilities of in~~-house~~ ~~operations~~Rock ~~and~~Hill, aSouth ~~limited~~Carolina ~~outsourcing~~and ~~arrangement~~Colorado ~~with~~Springs, aColorado ~~contract manufacturing company~~ in ~~Belgium~~the ~~from which we purchase finished printers pursuant to forecasts and customer orders that we supply~~U.S., ~~This~~as ~~supplier~~well ~~carries~~as ~~out~~in ~~quality control procedures on our printers prior to their shipment to customers and has responsibility for procuring the components and sub-assemblies either from us or third-party suppliers~~Riom, ~~which are sourced from a geographically diverse mix of countries~~France. Over ~~While~~ the ~~outsourced~~past supplier of a small mix of our printers has responsibility for the supply chain and inventory of components for the printers they assemble, the components, parts and sub-assemblies that are used in our printers are generally available from several ~~potential~~years ~~suppliers. During 2024,~~ we ~~completed~~have ~~our~~worked ~~work~~ to in-source the manufacturing of ~~multiple~~our printing platforms from contract manufacturing partners in order to realize improvements in production quality, cost efficiency, and inventory management~~, which resulted in the termination of outsourcing arrangements in the U~~.~~S. and Switzerland.~~

We produce materials at our facilities in Rock Hill, South Carolina, Marly, Switzerland and Soesterberg, Netherlands. We also have arrangements with third parties who blend certain materials according to our specifications that we sell under our own brand names, and we purchase certain complementary materials from third parties for resale to our customers.7

We produce materials at our facilities in Rock Hill, South Carolina, in the U.S., Marly, Switzerland and Soesterberg, Netherlands. We also have arrangements with third parties who blend certain materials according to our specifications that we sell under our own brand names, and we purchase certain complementary materials from third parties for resale to our customers.

Our equipment assembly and materials blending activities, advanced manufacturing services and certain R&D activities are subject to compliance with applicable federal, state and local provisions regulating the storage, use and discharge of materials into the environment. Our facilities engaged in such activities are subject to periodic compliance audits by applicable regulatory authorities. We believe that we are in compliance, in all material respects, with such regulations as currently in effect, and we expect continued compliance with them will not have a material adverse effect on our capital expenditures, results of operations or financial position.

As a company with global operations, we are subject to the laws of the U.S. and multiple foreign jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among jurisdictions. Compliance with these laws, rules and regulations is not expected to have a material effect on our capital expenditures, results of operations or financial position.

Research and Development

~~The~~ 3D printing ~~industry~~is ~~continues~~a tohighly ~~experience~~disruptive ~~rapid~~manufacturing ~~technological~~technology ~~change~~that ~~and~~hinges ~~developments~~on inaggressive ~~hardware,~~R&D ~~software and materials~~activities. Consequently, we have ongoing R&D programs to develop new products and to enhance our portfolio of products and services, as well as to improve and expand the capabilities of our solutions. Our R&D efforts include internally funded R&D, externally funded R&D, and partner- or co-funded R&D. Our externally or co-funded R&D programs are often augmented by development arrangements with research institutions, including universities, customers, suppliers, assembly and design firms, engineering companies, materials companies, governments, and other partners.

We are also engaged in various R&D efforts related to regenerative medicine. These efforts include the application of 3D printing technologies to the development of transplantable organs and non-organ human applications. These efforts are expected to result in new products that we will market directly or in conjunction with development or channel partners.

In addition to our internally developed technology platforms, we have acquired products and technologies developed by others by acquiring business entities that ~~held~~hold ownership rights to such products and technologies. In other instances, we have licensed or purchased the intellectual property rights of technologies developed by third parties through agreements that may obligate us to pay a license fee or royalty, typically based upon a dollar amount per unit or a percentage of the revenue generated by such products.

Intellectual Property

We regard our technology platforms and materials as proprietary and seek to protect them through copyrights, patents, trademarks and trade secrets. At December 31, ~~2024~~2025 and ~~2023~~2024, we held ~~1,247~~854 and 1,~~381~~247 patents worldwide, respectively. At December 31, ~~2024~~2025 and ~~2023~~2024, we had ~~300~~258 and ~~350~~300 pending patent applications worldwide, respectively. The principal issued patents covering aspects of our various technologies will expire at varying times through the year 2034.

In addition, we are a party to various licenses that have had the effect of broadening the range of the patents, patent applications and other intellectual property available to us.

We have also entered into licensing or cross-licensing arrangements with various companies in the U.S. and other countries that enable those companies to utilize our technologies in their products or that enable us to use their technologies in our products. Under certain of these licenses, we are entitled to receive, or we are obligated to pay, royalties for the sale of licensed products in the U.S. or in other countries. The amount of such royalties was not material to our annual results of operations or financial position for the three-year period ended December 31, ~~2024~~2025.

We believe that, while our patents and licenses provide us with a competitive advantage, our success also depends on our marketing, business development, applications know-how and ongoing R&D efforts. Accordingly, we believe the expiration of any of the patents, patent applications, or licenses discussed above would not be material to our business or financial position.

Competition

Our competitive edge is built on innovation, uncompromising quality, and exceptional customer service. We aim to outpace our competitors through the breadth of our portfolio, the strength of our engineering teams, our deep application expertise, robust supply chain, and our uncompromising global services team.

We differentiate ourselves through a fully integrated ecosystem of hardware, materials, software, and application engineering, supported by advanced manufacturing operations. This allows customers to co-develop, validate, and industrialize complex applications, significantly reducing development cycles and de-risking the path to scaled production.

We compete with other suppliers of 3D printers, materials, software and healthcare solutions as well as with suppliers of conventional manufacturing solutions. We compete with these suppliers for customers as well as channel partners for certain of our products. Development of new technologies or techniques not encompassed by the patents that we own or license may result in additional future competition.

Our competitors operate both globally and regionally, and many of them have well-recognized brands and product lines.

We believe principal competitive factors include the functionality and breadth of our technology and materials, process and application know-how, total cost of operation of the solution, product reliability and the ability to provide a complete solution to meet customer needs. We believe that our future success depends on our ability to provide high-quality solutions, introduce new products and services to meet evolving customer needs and market opportunities, and to extend our technologies to new applications. Accordingly, our ongoing R&D programs are intended to enable us to continue ~~technology~~technological ~~advancement~~advancements and develop innovative new solutions for the marketplace.

Sustainability

WeOur ~~deliver~~mission ~~leading~~is ~~additive~~to ~~solutions~~transform manufacturing for ~~industrial~~a ~~and~~better ~~healthcare~~future ~~applications~~by ~~using~~delivering ~~innovative~~additive 3Dmanufacturing ~~printing~~solutions ~~technologies,~~through ~~powered~~innovative by3D ~~the~~printing ~~expertise of our global team~~technologies. Innovation is core to who we are and how we work. Our solutions enable ~~our~~ customers to meet key product needs and advance their business models.

WeGuided by our mission, we address risks and consider our ~~ability to positively~~ impact on climate change, the circular economy, and social, economic and health challenges ~~around~~globally ~~the globe~~ as we design and execute our sustainability strategy. Our sustainability strategy is organized into four pillars: Empowering Innovation Through Our People, Evolving the Future of Manufacturing, Advancing Customer Solutions, and Upholding Responsible Business Practices.

Empowering Innovation Through Our People

We are focused on empowering innovation through our people to drive industry-leading solutions toand maintain a competitive ~~edge~~position in additive manufacturing. We leverage core talent strategies ~~for~~to ~~the~~develop ~~development~~our ~~of people~~workforce, ~~the~~attract ~~diversity~~and ofretain global talent to ~~expand~~advance ~~technology~~technological innovation, and ~~the~~support engagement of our ~~global~~employees ~~workforce~~worldwide. These strategies include investing in ~~the~~programs ~~technical~~that ~~skills~~provide ~~development~~opportunities offor ~~our~~professional ~~people~~development, ~~rewarding~~growth, ~~significant~~and ~~achievements~~collaboration, inwhile ~~innovation,~~fostering ~~enabling~~a ~~cross-functional~~work ~~collaboration~~environment ~~between~~that ~~our~~emphasizes ~~engineering~~engagement, ~~operations~~belonging, and ~~customer-facing teams, and creating opportunities for our global workforce to connect~~safety.

Evolving the Future of Manufacturing

We ~~offer~~are aevolving ~~broad~~the ~~portfolio~~future of ~~additive~~ manufacturing ~~products~~by ~~and~~enabling ~~services~~more ~~and~~efficient, ~~are~~circular, ~~evolving~~and ~~the~~responsible ~~future~~production, ofwhile ~~manufacturing~~prioritizing ~~for~~product ~~our~~quality ~~customers. Innovation~~ and ~~speed~~safety toin ~~market~~every ~~are~~stage ~~critical~~of ~~for~~design ~~our customers,~~ and ~~leveraging~~manufacturing. Our additive manufacturing ~~capabilities~~technologies ~~enables~~help ~~our~~streamline ~~customers~~innovation, tomanage waste, shorten ~~their~~lead ~~innovation~~times, ~~cycle~~and ~~while~~support ~~reducing~~resilient ~~their~~supply ~~environmental impact~~chains. ~~Our~~By ~~products~~enabling on-demand and ~~customer~~localized ~~solutions~~production, ~~allow~~material ~~customers~~reuse, toand ~~optimize~~process ~~their~~efficiency, ~~supply~~customers ~~chain~~can tooptimize ~~reduce~~resource ~~lead~~use ~~times,~~without ~~enabling~~compromising ~~localized~~performance ~~production~~or toreliability. ~~reduce~~Our ~~logistics~~capabilities ~~and~~allow ~~transportation~~customers ~~cost~~to ~~and~~design, ~~environmental impact~~test, ~~advancing~~and ~~material~~iterate ~~design~~more ~~to address customer needs~~quickly, ~~and~~accelerating ~~utilizing~~time-to-market ~~digitization~~while ~~for~~managing ~~prototyping~~resource toconsumption ~~reduce~~and ~~waste~~environmental impact.

Advancing Customer Solutions

We provide solutions to empower ~~our~~ customers to address their evolving sustainability priorities. Our unique offerings of hardware, software, materials, and services ~~provide~~deliver application-specific solutions ~~powered~~supported by ~~the expertise of~~ our global team of application engineers. WeIn ~~are~~healthcare, ~~progressing~~ our ~~product~~solutions ~~development~~support ~~activities~~improved topatient ~~address~~outcomes ~~our~~through ~~customers’~~efficient, ~~environmental~~personalized, and ~~social~~resource-conscious ~~priorities,~~care. ~~such~~Across asindustrial ~~extending~~markets, ~~product~~we ~~lifespans,~~deliver ~~addressing~~solutions ~~material~~that ~~recyclability,~~support ~~increasing~~design ~~energy~~optimization, ~~and~~improve ~~resource~~manufacturing efficiency offrom ~~our~~prototyping ~~products~~through ~~and~~full-scale ~~materials~~production, and ~~offering~~create ~~patient~~capabilities for decarbonization-~~centered~~related ~~healthcare~~applications, ~~solutions~~helping customers achieve more sustainable, resilient, and innovative production.

Upholding Responsible Business Practices

We hold ourselves accountable to operate in a responsible and ethical manner, comply with applicable laws and regulations, and adhere to corporate governance standards to ~~enhance~~sustain the long-term value of our Company. WeOur ~~leverage~~corporate ~~this foundation to influence our sustainability strategy, including utilizing our~~ governance ~~structure~~framework ~~for~~provides oversight of our sustainability program and related initiatives. We ~~execute~~promote ~~responsible~~a ~~business~~strong ~~practices~~culture ~~across~~of ~~our~~integrity ~~sites~~and ~~with~~maintain ~~the~~compliance ~~goals~~programs ofaddressing ~~creating~~global ~~a safe~~trade, ~~secure~~cybersecurity, ~~healthy~~privacy, and ~~injury-free~~other ~~workplace,~~key ~~prioritizing~~risk ~~product~~areas. ~~quality~~We ~~and~~also ~~safety~~seek into ~~our~~be ~~design and manufacturing, complying with applicable laws and regulations, and being~~ responsible stewards of the environment by collecting and measuring environmental data to better understand and manage our carbon footprint.

Human Capital

~~At 3D Systems, our mission is to deliver leading additive solutions for industrial and healthcare applications.~~ In support of ~~this~~our ~~purpose~~Company's mission, we remain dedicated to empowering innovation through our people. Our human capital priorities include sourcing and retaining top talent across our teams, with an emphasis on leading edge engineering and technology expertise, advancing talent strategies to drive employee development and career progression, and upholding a safe and healthy work environment at our sites.

10As of December 31, 2025, we had 1,418 full-time and part-time employees, compared to 1,833 full-time and part-time employees as of December 31, 2024. We continually evaluate our workforce needs to deliver on our Company's strategic priorities while balancing the cost structure of our business. Refer to the discussion of "2025 Restructuring Plan" in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations," as well as Note 22 to our consolidated financial statements, for details regarding our restructuring plans, which included headcount reductions.

As of December 31, 2024, we had 1,833 full-time and part-time employees, compared to 1,925 full-time and part-time employees as of December 31, 2023. We continually evaluate our workforce needs to deliver on our Company's strategic priorities while balancing the cost structure of our business. Refer to the discussion of "Fiscal Year 2023 Restructuring Plan" in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations," as well as Note 24 to our consolidated financial statements, for details regarding our previous restructuring plan, which included headcount reductions.

Our U.S. employees are not covered by collective bargaining agreements; however, some employees outside the U.S. are subject to local statutory employment and labor arrangements. We have not experienced any material work stoppages and believe that our relations with our employees are satisfactory.

Talent ~~Management & Engagement~~ Development

Our Company is advancing additive manufacturing through ongoing product innovation, and as such we recognize the importance of the retention, growth, and development of our employees – employees are necessary to achieving our long-term success. Our goal is to foster a workplace culture and employee experience that drives innovation with purpose, profitable growth, and delivers ‘extraordinary’ to our customers. To do so, we have established programs ~~for~~that ~~acquiring~~provide ~~strategic~~employees ~~talent,~~with ~~developing~~opportunities ~~our teams~~ to ~~build key capabilities and skills~~develop, ~~and engaging~~thrive, ~~motivating,~~ and ~~retaining our employees to do their best work~~connect. We engage directly with employees to provide updates on our strategic priorities and Company progress, as well as solicit feedback through regular communications, global all-hands meetings, and business town hall updates. To address the evolving needs of our business, we perform strategic workforce and succession planning as well as ongoing evaluation of our organizational design, culture, and values.

~~Workforce~~Engagement ~~Development~~and Belonging

Employees span the Americas (5960%), EMEA (3234%), and APAC (96%) with approximately 4240% of our employees located outside the U.S. This global representation promotes ~~diversity~~broad ~~of thought~~perspectives, experiences, culture, and backgrounds that enhances our ability to deliver innovative solutions to our customers, in support of our company value to ‘build great teams.’ We execute talent programs throughout the year in support of our commitment to maintain and engage our global workforce. ~~Our talent sourcing activities focus on building our future talent pipeline and attracting top talent.~~

Throughout an employee’s career with 3D Systems, we are focused on fostering an engaged, ~~inclusive,~~ and purpose-driven culture through various company-wide programs. We are committed to fostering an environment where ~~inclusion~~a ~~and~~sense of belonging ~~are~~is central to how we work across our global teams and support employees with ~~equitable~~ opportunities to grow, contribute, develop, and thrive. Additionally, we ~~extend~~engage ~~our~~with ~~focus of inclusion within~~ our local communities and strive to make a positive impact by ~~serving~~supporting ~~our~~them ~~underserved populations~~ through our 3D Gives Back volunteer program.

Compensation & Benefits

We design our compensation programs to be competitive and equitable to support employees in sharing in the success of 3D Systems. We tailor our compensation programs to attract and retain top talent to drive success in our current business priorities and emerging strategies. Additionally, we recognize that employees thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives. In support of this, we offer a wide variety of market competitive benefits to employees around the world. The Compensation Committee of the Board of Directors oversees the design of executive compensation and equity plans, which are designed to align executive pay to the delivery of long-term shareholder value.

~~Workplace Health & Safety~~10

WeOperational ~~are~~Health ~~committed~~& to creating a safe, secure, healthy, and injury-free work environment for our employees, customers, partners, and visitors. Our focus is on reducing significant safety risks and driving a strong safety culture through communication, awareness, and visible leadership. To assist in achieving this commitment, we provide substantial safety trainings and necessary equipment at all facilities, educating and encouraging our employees to proactively identify and eliminate unsafe actions and conditions. We have specific safety programs in place for those working in potentially high-hazard environments. We monitor injury and illness health and safety metrics across our organization to continually evaluate our safety programs to meet the needs of our teams.Safety

11We are committed to creating a safe, secure, healthy, and injury-free work environment for our employees, customers, partners, and visitors. Our focus is on reducing significant safety risks and driving a strong safety culture through communication, awareness, and visible leadership. To assist in achieving this commitment, we provide substantial safety trainings and necessary equipment at all facilities, educating and encouraging our employees to proactively identify and eliminate unsafe actions and conditions. We have specific safety programs in place for those working in potentially high-hazard environments. We monitor injury and illness health and safety metrics across our organization to continually evaluate how our safety programs are meeting the needs of our teams.

Available Information

Refer to our website to learn more about our company culture, code of conduct, values, and sustainability initiatives. Our website address is www.3DSystems.com. The information contained on our website is neither a part of, nor incorporated by reference into, this Form 10-K or any other document that we file with or furnish to the Securities and Exchange Commission (“"SEC”"). We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports and other documents that we file with the SEC, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

Many of our corporate governance materials, including our Code of Conduct, Code of Ethics for Senior Financial Executives and Directors, Corporate Governance Guidelines, current charters of each of the standing committees of the Board of Directors and our corporate charter documents and by-laws are available on our website.

Information about our Executive Officers

The information appearing in the table below sets forth the position or positions held by each of our executive officers and his or her age as of March 269, ~~2025~~2026. All of our executive officers serve at the ~~pleasure~~discretion of the Board of Directors. There are no family relationships among any of our executive officers or directors.

Name and Current Position			Age as of March 269, ~~2025~~2026
Jeffrey A. Graves			6364
President and Chief Executive Officer
Jeffrey D. Creech			62
Phyllis Nordstrom			47
Executive Vice President and Chief Financial Officer
Executive Vice President, Interim Chief Financial Officer and Chief Administrative Officer
Charles W. Hull			8586
Executive Vice President and Chief Technology Officer for Regenerative Medicine
Executive Vice President and Chief Technology Officer
Reji Puthenveetil			5657
Executive Vice President, Additive Solutions and Chief Commercial Officer
Phyllis Nordstrom			46
Joseph Zuiker			61
Executive Vice President, Chief People Officer and Chief Administrative Officer
Joseph Zuiker			60
Executive Vice President, Engineering and Operations
Andrew W. B. Wright			5556
Senior Vice President, General Counsel and Secretary

Jeffrey A. Graves, President and Chief Executive Officer. Dr. Graves was appointed the Company’s President and Chief Executive Officer in May 2020. Prior to joining the Company, from 2012 to May 2020, Dr. Graves served as Chief Executive Officer, President and Director of MTS Systems Corporation, a global supplier of test, simulation, and measurement systems. From 2005 until 2012, Dr. Graves served as President and Chief Executive Officer of C&D Technologies, Inc., a technology company that produces and markets systems for the power conversion and storage of electrical power. Dr. Graves also held leadership roles with Kemet Corporation, an electronic component manufacturing company, as Chief Operating Officer from 2001 to 2003 and Chief Executive Officer from 2003 to 2005. Previously, he held a number of leadership and technical roles with General Electric, Rockwell Automation and Howmet Corporation. In addition to serving on the Company's Board of Directors, Dr. Graves ~~has~~serves ~~served~~ on the board of directors of Integra Lifesciences Holdings Corporation ~~since December 2023~~. He retired from his position on the board of directors of Hexcel Corporation in May 2024, having served as a Director of Hexcel since 2007. In addition to Integra and Hexcel, Dr. Graves previously served as a director of FARO Technologies and Teleflex Corporation.

Jeffrey D. Creech, Executive Vice President and Chief Financial Officer. Mr. Creech was appointed the Company’s Executive Vice President and Chief Financial officer in December 2023. Prior to joining the company, from 2022 to 2023, Mr. Creech was a Senior Director of The Finley Group, a niche consulting firm engaged primarily in the support, assistance, and remediation of companies in financial distress. Prior to joining the Finley Group, Mr. Creech was Chief Operating Officer and Chief Financial Officer at Nutramax Laboratories, a privately held manufacturer of human and animal health and dietary 11

12Phyllis Nordstrom, Executive Vice President, Interim Chief Financial Officer and Chief Administrative Officer. Ms. Nordstrom has served as Executive Vice President, Chief People Officer and Chief Administrative Officer since August 2021. Effective September 2025, she was appointed as the Company’s Interim Chief Financial Officer. Prior to joining 3D Systems, from May 2016 to July 2021, Ms. Nordstrom was Senior Vice President and Chief Risk & Compliance Officer at MTS Systems Corporation where she was the leader of business ethics, corporate compliance, corporate sustainability, and internal audit and risk management. Over her 25-year career, Ms. Nordstrom has also held leadership roles at PricewaterhouseCoopers, Target, and US Bank.

~~supplements,~~Charles ~~from~~W. ~~April~~Hull, ~~2019~~Executive toVice ~~November 2021~~President, ~~where~~Chief ~~his~~Technology ~~primary~~Officer. ~~responsibilities~~Mr. ~~included~~Hull ~~oversight~~is a founder of ~~all~~the ~~financial~~Company and ~~operational~~served ~~activities,~~as ~~human~~a ~~resources,~~member ~~and~~of ~~information~~our ~~technology.~~Board ~~Prior~~of toDirectors ~~his~~from ~~tenure~~1993 atto ~~Nutramax,~~May ~~from~~2022 ~~May~~when ~~2017~~he towas ~~September~~designated ~~2018,~~Director MrEmeritus. ~~Creech~~He has served as Chief Technology Officer since 1997, as Executive Vice President ofsince ~~Springs~~2000 ~~Creative~~and ~~Products~~as ~~Group,~~Chief aTechnology ~~specialized~~Officer ~~textile~~for ~~operation,~~Regenerative ~~where~~Medicine ~~his~~since ~~role~~2021. ~~included~~Mr. ~~oversight,~~Hull athas analso previously served in various other executive ~~level~~capacities at the Company since 1986, ofincluding ~~most~~Chief ~~aspects~~Executive Officer, Vice Chairman of the ~~Company’s~~Board ~~operations~~of Directors and President and Chief Operating Officer.

~~Charles~~Reji ~~W. Hull~~Puthenveetil, Executive Vice President, ~~Chief~~Additive ~~Technology~~Solutions ~~Officer~~and ~~for~~Chief ~~Regenerative~~Commercial ~~Medicine~~Officer. Mr. ~~Hull~~Puthenveetil ishas ~~a founder of the Company and~~ served as aExecutive ~~member~~Vice ofPresident, ~~our~~Additive ~~Board~~Solutions ofand ~~Directors~~Chief ~~from~~Commercial ~~1993~~Officer tosince ~~May~~January ~~2022 when he was designated Director Emeritus~~2024. He ~~has~~previously served as ~~Chief Technology Officer since 1997, as~~ Executive Vice President, ~~since~~Industrial ~~2000~~Solutions ~~and~~from asJuly ~~Chief~~2020 ~~Technology~~to ~~Officer~~January ~~for~~2024. ~~Regenerative~~Prior ~~Medicine~~to ~~since~~joining ~~2021.~~the Company, Mr. ~~Hull~~Puthenveetil ~~has~~spent ~~also~~25 ~~previously~~years ~~served~~as ina ~~various~~management ~~other~~consultant ~~executive~~for ~~capacities~~Group atNewhouse ~~the~~helping ~~Company since 1986~~companies, ~~including~~such ~~Chief~~as ~~Executive~~Lockheed ~~Officer~~Martin, ~~Vice~~Xcel ~~Chairman~~Energy, ofKia ~~the~~Motors, ~~Board of Directors~~ and ~~President~~Thales ~~and Chief Operating Officer~~Group.

~~Reji~~Joseph ~~Puthenveetil~~Zuiker, Executive Vice President, ~~Additive~~Engineering ~~Solutions~~ and ~~Chief Commercial Officer~~Operations. MrDr. ~~Puthenveetil~~Zuiker ~~was~~has ~~promoted~~served toas ~~his~~Executive ~~current~~Vice ~~role~~President inof ~~January~~Engineering ~~2024~~ and ~~has~~Operations ~~responsibility~~since ~~for~~December ~~the~~2022. ~~Company's~~Prior ~~commercial~~to ~~operations~~joining ~~for~~3D ~~both~~Systems, ~~the~~Dr. ~~Healthcare~~Zuiker ~~Solutions~~served ~~and~~as ~~Industrial~~Vice ~~Solutions~~President ~~business~~of ~~units.~~Engineering, InOperations, ~~July~~and ~~2020,~~Order ~~Mr.~~Fulfillment ~~Puthenveetil~~for ~~joined~~MTS ~~the~~Systems ~~Company~~Corporation aswhere ~~Executive~~he ~~Vice~~worked ~~President,~~from ~~Industrial~~July ~~Solutions~~2017 until December 2022. Prior to joining ~~the~~MTS ~~Company~~Systems, ~~Mr.~~he ~~Puthenveetil~~was ~~spent~~Senior 25Director ~~years~~of asTechnology afor ~~management~~Halliburton ~~consultant~~Corporation’s Sperry Drilling from September 2011 to July 2016. Dr. Zuiker also worked for ~~Group~~General ~~Newhouse~~Electric ~~helping~~from ~~companies,~~December ~~such~~1995 asto ~~Lockheed~~August ~~Martin,~~2011 ~~Xcel~~in ~~Energy~~various roles of increasing responsibility, ~~Kia~~including ~~Motors~~General Manager of GE Gasification Technology, and ~~Thales~~General ~~Group~~Manager of GE Hydro Technology. Dr Zuiker is also a Six Sigma Master Black Belt.

Phyllis Nordstrom, Executive Vice President, Chief People Officer and Chief Administrative Officer. Ms. Nordstrom has served as Executive Vice President, Chief People Officer and Chief Compliance Officer since August 2021. Effective December 2022, she was further appointed as the Company’s Chief Administrative Officer. Prior to joining 3D Systems, from May 2016 through July 2021, Ms. Nordstrom was Senior Vice President and Chief Risk & Compliance Officer at MTS Systems Corporation, where she was the leader of business ethics, corporate compliance, corporate sustainability, and internal audit and risk management. Over her 25-year career, Ms. Nordstrom has also held leadership roles at PricewaterhouseCoopers, Target, and US Bank.

Joseph Zuiker, Executive Vice President, Engineering and Operations. Dr. Zuiker has served as Executive Vice President of Engineering and Operations since December 2022. Prior to joining 3D Systems, Dr. Zuiker served as Vice President of Engineering, Operations, and Order Fulfillment for MTS Systems Corporation where he worked from July 2017 until December 2022. Prior to joining MTS Systems, he was Senior Director of Technology for Halliburton Corporation’s Sperry Drilling from September 2011 to July 2016. Dr. Zuiker also worked for General Electric from December 1995 to August 2011 in various roles of increasing responsibility, including General Manager of GE Gasification Technology and General Manager of GE Hydro Technology. Dr. Zuiker is also a Six Sigma Master Black Belt.

Andrew W. B. Wright, Senior Vice President, General Counsel and Secretary. Mr. Wright has served as Senior Vice President, General Counsel and Secretary since June 2024. Prior to joining 3D Systems, from November 2017 to June 2024, he was General Counsel and Secretary for Akoustis Technologies, Inc. Prior to joining Akoustis, from August 2013 to November 2017, he held Assistant General Counsel and Associate General Counsel roles at Toshiba Global Commerce Solutions, Inc. Prior to joining Toshiba Global Commerce Solutions, from January 1998 to August 2013, he held multiple roles of increasing responsibility within the IBM Corporation legal department supporting IBM Systems and Technology Group and IBM Software Group. Prior to joining IBM Corporation, from August 1994 to December 1997, Mr. Wright worked at Parker, Poe, Adams & Bernstein L.L.P.

Item 1A. Risk Factors

You should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity or financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, operating results, liquidity or financial condition in the future.

Operational & Financial Risk Factors

Current macro-economic trends and geopolitical landscape have been adversely affecting, and could continue to adversely affect, our business, results of operations and financial condition due to their impact on the industries in which we and our customers operate, and due to the unknown speed, extent and nature of the reversal of those trends.

Certain global macro-economic trends have been adversely impacting the global economic environment and have contributed towards inflationary pressures on many goods, commodities and services ~~globally~~. ~~The~~Although ~~high rates of~~ inflation ~~globally~~has ~~have~~slowed ~~caused~~in ~~governments~~several ~~and~~major ~~central banks to act to curb inflation~~markets, ~~including~~it byremains ~~raising~~uneven ~~interest~~across ~~rates~~regions, ~~which~~and isthe ~~intended~~trajectory toof ~~temper~~slowing ~~economic~~inflation ~~activity~~remains ~~and~~uncertain. ~~which,~~While ifsome ~~more~~central ~~powerful than intended~~banks, ~~could~~particularly ~~trigger recessionary conditions~~ in ~~individual~~emerging ~~countries or regions~~markets, ~~or globally. These macro-economic trends~~ have ~~been~~begun ~~impacting~~lowering ~~our~~interest ~~target markets and our results of operations. For example~~rates, ~~rising~~ interest rates, ~~which~~remain ~~are~~moderately ~~meant~~elevated toby ~~slow~~historical ~~down~~standards. ~~inflation,~~If ~~have~~interest ~~been~~rates ~~worsening~~remain ~~credit/financing~~elevated ~~conditions~~ for ~~our~~an ~~customers~~extended ~~and~~period ~~adversely~~or ~~impacting~~if ~~their~~combined ~~ability~~with toadverse ~~purchase~~economic ~~our~~or ~~products.~~geopolitical

While we believe that we are well-positioned to withstand the current adverse macro-economic trends, given our balance sheet (primarily due to our reserves of cash and cash equivalents) and our emphasis on operational efficiencies and execution, we continue to monitor the situation, assessing further implications for our operations, supply chain, liquidity, cash flow and customer orders, in an effort to mitigate potential new adverse consequences should they arise. However, there is no assurance that we will succeed at doing so.12

~~Current~~developments, orsuch ~~future~~conditions ~~downturns~~ could ~~also~~increase ~~have~~recessionary arisks ~~material~~in ~~adverse~~individual ~~impact~~countries onor ~~our~~regions, ~~business~~or ~~partners 'stability and financial strength~~globally. ~~Given~~These ~~the uncertainties associated with these trends in the current~~ macro-economic ~~environment,~~trends ithave isbeen ~~difficult~~impacting toour ~~fully~~target ~~assess~~markets, ~~the~~our ~~magnitude~~strategic ~~of their effects on our~~planning, and our ~~business~~results ~~partners~~of operations.' ~~business~~For example, ~~financial~~elevated ~~condition~~interest rates and ~~results~~evolving ofcredit ~~operations.~~conditions ~~The~~continue ~~trends~~to ~~associated~~tighten ~~with~~financing ~~the~~availability ~~current~~for ~~economic~~certain ~~environment~~customers which may ~~also~~adversely ~~have~~affect ~~the~~their ~~effect~~ability ofto ~~amplifying~~purchase ~~many~~our ~~of the other risks described herein~~products.

While we believe that we are able to withstand the current adverse macro-economic trends, we continue to monitor the situation, assessing further implications for our operations, supply chain, liquidity, cash flow and customer orders, in an effort to mitigate potential new adverse consequences should they arise. However, there is no assurance that we will succeed at doing so.

Current or future downturns could also have a material adverse impact on our business partners’ stability and financial strength. Given uncertainties associated with these trends in the current macro-economic environment, it is difficult to fully assess the magnitude of their effects on our, and our business partners’, business, financial condition and results of operations. The trends associated with the current economic environment may also have the effect of amplifying many of the other risks described herein.

Current political relations could potentially impact trade and tariff restrictions, which could adversely affect our operations, supply chains, and profitability. Changes in trade policies or political relations between countries may result in delays, increased costs, or disruptions in our ability to source materials, manufacture, or distribute products, which could have a material negative impact on our business.

The loss of, continued reduction to, or substantial decline in revenue from larger clients could have a material adverse effect on our revenues, profitability and liquidity.

WeFor ~~have~~the ~~experienced~~year ~~revenue~~ended ~~concentration~~December ~~with~~31, a2025, ~~large~~two ~~customer~~customers ~~that~~within ~~for~~our Healthcare Solutions segment represented 12.2% and 11.4% of our revenue, respectively. For the years ended December 31, 2024, and 2023, ~~and~~one ~~2022~~of ~~represented~~those ~~approximately~~customers also represented 16.0%, ~~15%~~ and 2315.0% of our ~~consolidated~~ revenue, respectively. The further loss of revenue from, deterioration of the financial condition of, or a significant change to the business of ~~this~~these ~~customer~~customers could have a material adverse effect on our business, financial condition, and results of operations. Additionally, this ~~concentration~~ exposes us to concentrated credit risk, as a significant portion of our accounts receivable may be from atwo ~~single~~large ~~customer~~customers. If we are unable to collect our receivables, or are required to take additional reserves, our results of operations and cash flow from operations will be adversely affected.

Changes in business conditions may cause our goodwill, intangible assets, long-lived tangible assets, or right-of-use assets to become impaired.

Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Long-lived assets – consisting of tangible assets, intangible assets, and right-of-use assets – are assessed for recoverability and tested for impairment at the asset group level, and testing is required when circumstances indicate that the carrying value of an asset group is not recoverable. Circumstances that may require goodwill to be tested more frequently than the annual impairment test, or indicate that a long-lived asset group is not recoverable, include a significant adverse change in the business climate, current-period operating or cash flow losses combined with a history of operating or cash flow losses, projections or forecasts that demonstrate continuing losses, or a decision to dispose of a business or product line. We face some uncertainty in our business environment due to a variety of challenges, including changes in customer demand and a recent decline in the trading price of our common stock and market capitalization ~~during the three month period ended September 30, 2024~~. While we recorded impairment charges of $145.0 million related to goodwill, intangible assets, tangible assets, and right-of-use assets during 2024 and an impairment charge of $302.8 million related to our goodwill ~~and intangible assets~~ during 2023, we may experience additional unforeseen circumstances that adversely affect the value of these assets and trigger an evaluation of their carrying amounts. Future impairments of goodwill, intangible assets, long-lived tangible assets, or right-of-use assets could materially adversely affect our results of operations and financial condition.

14Our quarterly results may fluctuate due to the visibility in our sales cycle, which makes planning and inventory management difficult and future financial results less predictable. Our involvement in collaborative arrangements and the related estimates involved in our revenue recognition also may cause fluctuations in our quarterly results.

~~carrying~~Our ~~amounts.~~quarterly ~~Future~~sales ~~impairments~~often have reflected a pattern in which a disproportionate percentage of ~~goodwill,~~each ~~intangible~~quarter’s ~~assets,~~total ~~long-lived~~sales ~~tangible~~occur ~~assets~~towards the end of the quarter, orin ~~right-~~particular for sales of~~-use~~ ~~assets~~hardware ~~could~~products. ~~materially~~This ~~adversely~~uneven ~~affect~~sales ~~our~~pattern ~~results~~makes ofpredicting net revenue, earnings, cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition., and places pressure on our inventory management and

~~Our uneven sales cycle makes planning and inventory management difficult and future financial results less predictable.~~13

Our quarterly sales often have reflected a pattern in which a disproportionate percentage of each quarter’s total sales occur towards the end of the quarter, in particular for sales of hardware and software products. This uneven sales pattern makes predicting net revenue, earnings, cash flow from operations and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory. Alternatively, if orders substantially exceed predicted demand, we may not be able to fulfill all of the orders received in each quarter and such orders may be canceled. Furthermore, depending on when they occur in a quarter, developments such as an information systems failure, component pricing movements, component shortages or global logistics disruptions could adversely impact our inventory levels and results of operations in a manner that is disproportionate to the number of days in the quarter affected.

In addition, we earn certain of our revenue through collaborative arrangements. We recognize this revenue over time using a cost-to-cost percentage of completion model to measure the progress of the transfer of control. We make estimates impacting the timing of revenue recognition for these projects such as the budget to complete the project and if and when it is appropriate to include milestone payments, which represent variable consideration, in the contract's transaction price. From time to time, the assessment around milestone payments requires management to conclude that it is probable that a significant reversal of the amount of cumulative revenue recognized with respect to a collaborative agreement will not occur as a result of including one or more milestone payments in the arrangement's transaction price. We had a change in estimate for the year ended December 31, 2024, resulting in the reversal of $8.7 million of revenue. Due to the significant judgment involved, our estimates may change again in the future, which could result in additional revenue recognized related to milestone payments to be reversed.

The variety of products that we sell could cause significant quarterly fluctuations in our gross profit margins, and those fluctuations in margins could cause fluctuations in operating income or loss and net income or loss.

We ~~regularly~~continuously work to expand and improve our products, materials and services offerings, geographic areas in which we operate and the distribution channels we use to reach various target product applications and customers. This variety of products, applications, channels and regions involves a range of gross profit margins that can cause substantial quarterly fluctuations in gross profit and gross profit margins depending upon the mix of product shipments from quarter to quarter. Additionally, the introduction of new products or services may further heighten quarterly fluctuations in gross profit and gross profit margins due to manufacturing ramp-up and start-up costs. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, offerings, geographic areas and distribution channels we use to sell our products, materials and offerings from period to period.

Our products and services may experience quality problems from time to time that can result in decreased sales and operating margin, product returns, product liability, and warranty or other claims that could result in significant expenses and harm to our reputation.

We sell complex hardware and software products, materials and services that can contain undetected design and manufacturing defects or errors when first introduced or as enhancements are released that, despite testing, are not discovered until after the product has been installed and used by customers. Sophisticated software and applications, such as those sold by us, may contain “"bugs”" that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products we purchase from third parties. There can be no assurance we will be able to detect and fix all defects in the hardware, software, materials and services we sell. Failure to do so could result in lost revenue, product returns, product liability, delayed market acceptance of those products and services, customer dissatisfaction, claims from distributors, end-users or others, increased end-user service and support costs, and significant warranty claims and other expenses to correct the defects. Additionally, such quality problems may result in a diversion of management time and attention and harm to our reputation.

We also sell end-use parts to customers in the aerospace, medical, and semiconductor industries and 3D printing systems to customers in the aerospace industry, which carry with them a greater potential for liability claims against us. In the case of end-use parts, our sales to customers in the aerospace, medical, and semiconductor industries, in particular, make us more susceptible to product and other liability claims, which characterize operations in those industries. Sales of our 3D printing systems to customers in the aerospace industry similarly carry with them potential liability claims if the parts produced by those systems do not function properly. Any such claims that are not adequately covered by insurance or for which insurance is not available may adversely affect our results of operations and financial condition.

We depend on external vendors and suppliers for the components and spare parts for our 3D printers and for chemicals and packaging used in our materials. Supply and logistical disruptions occur periodically for many of our supply chain partners. If these relationships were to terminate or these or other disruptions, such as extreme weather events, worsen, our business could be disrupted while we locate alternative sources of supply and our expenses may increase.

We purchase components and sub-assemblies for our printers from third-party suppliers that we provide to our customers as spare parts. Additionally, we purchase raw chemicals and packaging that are used in our materials, as well as certain of those materials, from third-party suppliers.

1514

While there are typically several potential suppliers of parts for our products, we currently choose to use only one or a limited number of suppliers for several of these items, including our lasers, materials and certain jetting components. Our reliance on a single or limited number of suppliers involves many risks, including, among others, the following:

•Potential shortages of some key components;

•Disruptions in the operations of these suppliers;

•Product performance shortfalls; and

•Reduced control over delivery schedules, assembly capabilities, quality and costs.

~~Increased~~Periodic ~~occurrence~~delays ofon ~~extreme~~the ~~weather~~inbound ~~events,~~supply ~~increased~~chain ~~temperature,~~at ~~and~~our ~~related~~partners ~~disruptions~~and ~~may~~our ~~impact~~own ~~our~~facilities ~~ability~~have toalso ~~reliably~~created ~~procure~~challenges. ~~key~~We ~~inputs~~continue ~~from~~to ~~third-party~~identify ~~suppliers~~alternative solutions, ~~which~~but ~~could~~an ~~increase~~inability ~~our~~to ~~costs~~source ~~and~~from ~~interrupt~~alternative ~~supply~~suppliers ~~and~~in ~~adversely~~a timely manner could impact on our ~~business.~~ability to fulfill demand.

~~Periodic~~While ~~delays~~we onbelieve that, if necessary, we can obtain all the ~~inbound~~components ~~supply~~necessary ~~chain~~for atour spare parts and materials from other manufacturers, we require any new supplier to become "qualified" pursuant to our ~~partners~~internal procedures, which could involve evaluation processes of varying durations. Our spare parts and raw chemicals used in our ~~own~~materials ~~facilities~~production ~~have~~are ~~also~~subject ~~created~~to ~~challenges~~various lead times. WeIn ~~continue~~addition, at any time, certain suppliers may decide to ~~identify~~discontinue ~~alternative~~production ~~solutions~~of a part or raw material that we use, ~~but~~or anmay ~~inability~~not have supplies available due to ~~source~~supplier ~~from~~business ~~alternative~~disruption. ~~suppliers~~Any unanticipated change in athe ~~timely~~sources ~~manner~~of our supplies, or unanticipated supply limitations, could ~~impact~~increase ~~our~~production ~~ability~~or torelated ~~fulfill~~costs ~~demand~~and consequently reduce margins.

While we believe that, if necessary, we can obtain all the components necessary for our spare parts and materials from other manufacturers, we require any new supplier to become “qualified” pursuant to our internal procedures, which could involve evaluation processes of varying durations. Our spare parts and raw chemicals used in our materials production are subject to various lead times. In addition, at any time, certain suppliers may decide to discontinue production of a part or raw material that we use, or may not have supplies available due to supplier business disruption. Any unanticipated change in the sources of our supplies, or unanticipated supply limitations, could increase production or related costs and consequently reduce margins.

If our forecasts exceed actual orders, we may hold large inventories of slow-moving or unusable parts, which could have an adverse effect on our cash flow, profitability and results of operations. Inversely, we may lose orders if our forecast is low and we are unable to meet demand. There is considerable uncertainty on the business impact from labor and supply limitations on our vendors, suppliers, and partners. If disruptions to global businesses continue or worsen it could have a material adverse effect on our financial condition and results of operations.

Climate-related physical and market risks may disrupt our operations and supply chain, increase our costs, and adversely affect our results of operations and financial condition.

Climate change may increase the frequency and severity of extreme weather events, contribute to higher average temperatures and result in a greater number of extreme heat days. These conditions may disrupt our operations or those of our third-party suppliers, including by damaging or impairing manufacturing facilities, transportation networks, utilities or other infrastructure on which we or our suppliers rely. Such disruptions could interfere with production schedules, delay shipments, limit the availability of key inputs or otherwise adversely affect our ability to operate efficiently.

Sustained higher average temperatures and related chronic climate conditions also may affect the quality of our products during manufacturing, storage or shipment. Despite efforts to monitor and control production and logistics conditions, we may be unable to prevent adverse effects on product quality associated with rising average temperatures or extreme heat. Such impacts could result in increased costs, reduced efficiency, production delays, customer dissatisfaction or other operational challenges.

Rising average temperatures may also increase demand for energy required to heat or cool our manufacturing facilities and those of our suppliers. Increased energy usage or higher energy prices could raise our operating and production costs and affect supply chain efficiency. In addition, climate-related impacts on the cost and availability of raw materials and rare minerals used in our products may require design changes, sourcing adjustments or other operational modifications. These changes could increase costs, extend production timelines, or otherwise adversely affect our business.

We are subject to environmental, health and safety laws and regulations related to our operations and the use of our systems and materials, including requirements imposed due to use of our products by our customers, which could subject us to compliance costs and/or potential liability in the event of non-compliance.

In areas of operations that involve handling hazardous materials, failure to maintain safe working conditions could result in workplace injuries, regulatory penalties, and reputational harm, as well as increased costs related to litigation, insurance, and compliance.

The export of our products internationally subjects us to environmental laws and regulations concerning the import and export of chemicals and hazardous substances such as the United States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation, Authorization and Restriction of Chemical Substances, or REACH. These laws and regulations require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.

and registration of some chemicals that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such compliance.

We are furthermore subject to extensive environmental, health and safety laws, regulations and permitting requirements in multiple jurisdictions due to our use of chemicals and production of waste materials as part of our operations and in connection with the operation of our systems by our customers. In certain cases, the required compliance with health or safety regulations is imposed by our customers themselves. These laws, regulations and requirements (which include the Directive on Waste Electrical and Electronic Equipment of the European Union (EU) and the EU Directive on Restriction of Use of Certain Hazardous Substances) govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees. Under these laws, regulations and requirements, we could also be subject to liability for improper disposal of chemicals and waste materials, including those resulting from the use of our systems and accompanying materials by end-users. These or future laws and regulations could potentially require the expenditure of significant amounts for compliance and/or remediation. Materials may face stricter regulations in end markets on end-of-life treatment, which could increase costs, require product redesign, and, if not managed effectively, negatively impact our brand reputation with customers and investors. If our operations fail to comply with such laws or regulations, we may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities. In addition, we may be required to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that we generate, use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardless of fault. We may be identified as a potentially responsible party under such laws. If we fail to comply with any such regulations or are subject to related liability, such developments could have a material adverse effect on our business, financial condition and results of operations.

If we do not generate net cash flow from operations and if we are unable to raise additional capital, our financial condition could be adversely affected and we may be unable to execute our business strategy.

The Company believes it has the financial resources needed to meet its anticipated cash requirements during the next twelve months. Cash requirements for periods beyond the next twelve months will depend on, among other things, the Company's profitability, and its ability to manage working capital requirements, and, if needed, its ability to identify and secure other potential sources to fund future working capital needs and meet capital expenditure requirements.

If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, divesting businesses, delaying capital expenditures, reducing the scope of our R&D programs, restructuring debt, or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive or could include restrictive covenants. Our ability to refinance or otherwise repay our indebtedness may depend on the capital markets and our financial condition at such time, as well as whether we have a sufficient number of shares of authorized common stock available for issuance. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, certain of our current debt agreements do, and any of our future debt agreements may, contain restrictive covenants that may prohibit us from adopting any of these alternatives or which may be violated if any such alternatives prove to be unsuccessful.

The indenture agreement governing our 5.875% convertible senior secured notes due 2030 (the "2030 Notes") includes certain financial covenants, including a requirement to maintain at least $20.0 million in qualified cash. As of December 31, 2025, we were in compliance with all of the covenants included in the 2030 Notes’ indenture agreement. However, if we are unable to generate sufficient cash flow in the future, we may be non-compliant which could result in an event of default, making the 2030 Notes, with an outstanding principal balance of $92.0 million as of December 31, 2025, due immediately. See “—Servicing or refinancing our debt may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the 5.875% convertible senior secured notes due 2030 (the "2030 Notes") and the 0% convertible senior notes due 2026 (the "2026 Notes") (collectively the "Notes") in cash, repay the Notes at maturity, or repurchase the Notes as required following a fundamental change” below.

~~These~~attractive terms or ~~future~~that ~~laws~~they ~~and~~would ~~regulations~~not ~~could~~have ~~potentially~~a ~~require~~significantly ~~the~~dilutive ~~expenditure~~effect ofon ~~significant~~our ~~amounts~~existing ~~for compliance or remediation~~stockholders. If our ~~operations~~financial ~~fail~~condition were to ~~comply~~worsen ~~with~~and ~~such laws or regulations,~~ we ~~may~~become beunable ~~subject~~ to ~~fines~~attract ~~and~~additional ~~other~~equity ~~civil, administrative~~ or ~~criminal~~debt ~~sanctions,~~financing ~~including~~or ~~the~~enter ~~revocation~~into ofother ~~permits~~strategic ~~and licenses necessary to continue our business activities. In addition~~transactions, we ~~may~~would not be ~~required~~able to ~~pay~~execute ~~damages~~our orbusiness ~~civil~~strategy ~~judgments~~and ~~in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances that~~ we ~~generate,~~could ~~use,~~default ~~store,~~on ~~handle,~~our ~~transport,~~debt ~~manufacture or dispose of)~~obligations, ~~property~~become ~~damage~~insolvent or ~~contribution claims. Some environmental laws allow for strict, joint and several liabilities for remediation costs, regardless of fault. We may~~ be ~~identified~~forced ~~as a potentially responsible party under such laws. If we fail~~ to ~~comply~~declare ~~with any such regulations or are subject to related liability, such developments could have a material adverse effect on our business, financial condition and results of operations~~bankruptcy.

If we do not generate net cash flow from operations and if we are unable to raise additional capital, our financial condition could be adversely affected and we may not be able to execute our business strategy.

We cannot assure you that we will generate cash from operations or identify and secure other potential sources to fund future working capital needs and meet capital expenditure requirements.

If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring or incurring additional debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to obtain additional capital or refinance any indebtedness will depend on, among other things, our ability to find a buyer for the assets and the capital markets, our financial condition at such time and the terms and conditions of any such financing or indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms.

The lack of additional capital resulting from any inability to generate cash flow from operations or to raise equity or debt financing could force us to substantially curtail or cease operations and would, therefore, have an adverse effect on our business and financial condition. Furthermore, we cannot assure you that any necessary funds, if available, would be available on attractive terms or that they would not have a significantly dilutive effect on our existing stockholders. If our financial condition were to worsen and we become unable to attract additional equity or debt financing or enter into other strategic transactions, we would not be able to execute our business strategy and we could default on our debt obligations, become insolvent or be forced to declare bankruptcy.

Our business could be adversely impacted in the event of a failure of our information technology infrastructure or a successful cyber-attack.

We extensively rely on information technology systems and networks to operate our Company and meet our business objectives. Due to evolving cybersecurity threats, it has and will continue to be difficult to prevent, detect, mitigate, and remediate cybersecurity incidents. We experience cybersecurity threats, threats to our information technology infrastructure, and unauthorized attempts to gain access to our sensitive information. We face threats that vary from those common to most industries, to more advanced and persistent threats from highly organized adversaries who target us because of the products and services we provide. We also rely on information technology and third-party vendors to support our operations, including our secure processing of personal, confidential, sensitive, proprietary and other types of information. To date, risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition, but we face ongoing risks from cybersecurity threats that may from time to time in the future cause material adverse impacts on our business strategy, results of operations, or financial condition. Despite ongoing efforts to continually improve our and our vendors’ ability to protect against cybersecurity threats and the implementation of various safeguards, including increasing our cyber insurance, regularly conducting Company-wide cybersecurity awareness training, and establishing a dedicated team of personnel to address cyber-based threats, we may not be able to fully protect all information systems, and such incidents may lead to reputational harm, revenue and customer loss, and legal action, among other consequences.

We are subject to numerous laws, regulations, and contractual obligations designed to protect our regulated data, and that of our customers. These include complex and evolving laws, rules, regulations, and standards in many jurisdictions, as well as contractual obligations, relating to cybersecurity and data privacy. Such laws, rules, regulations, and standards pose increasingly complex compliance challenges and potential costs. Any loss of sensitive information and failure to comply with these requirements or other applicable laws and regulations in this area, could result in significant regulatory non-compliance exposure or other penalties and legal liabilities.

We may also need to expend additional resources to adapt our cybersecurity program to the evolving threat landscape and to investigate and remediate vulnerabilities or other identified risks. Given the persistence, sophistication, volume, and novelty of threats we face, we may not be successful in preventing or mitigating cybersecurity threats that could have a material adverse effect on us. The costs related to cybersecurity threats or other disruptions may also not be fully insured or indemnified by other means. Such events could result in the loss of competitive advantages derived from our R&D efforts or other intellectual property, which could result in early obsolescence of our products and services. The occurrence of any of these events could adversely affect our internal operations, the services we provide to our customers, impact our financial results and reputation, or result in litigation, fines, and penalties.

Servicing or refinancing our debt may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the 5.875% convertible senior secured notes due 2030 ("the 2030 Notes") and the 0% convertible senior notes due 2026 ("the 2026 Notes") (collectively "the Notes") in cash, repay the Notes at maturity, or repurchase the Notes as required following a fundamental change.

As of December 31, 2025, we had approximately $92.0 million and $3.9 million of outstanding principal of the 2030 Notes and 2026 Notes, respectively. Our ability to service or refinance our remaining indebtedness, including the Notes, or to make cash payments in connection with any conversions of the Notes, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, divesting businesses, delaying capital expenditures, reducing the scope of our R&D programs, restructuring debt, or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive or could include restrictive covenants. Our ability to refinance or otherwise repay our indebtedness may depend on the capital markets and our financial condition at such time, as well as whether we have a sufficient number of shares of authorized common stock available for issuance. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, certain of our current debt agreements do, and any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting any of these alternatives or which may be violated if any such alternatives prove to be unsuccessful.

WeThe ~~are~~indenture ~~subject~~agreements tofor ~~numerous~~the ~~laws,~~Notes ~~regulations~~contains covenants, events of default and ~~contractual~~certain ~~obligations~~other ~~designed~~restrictive provisions. In the past, the Company was non-compliant with certain terms of the 2026 Notes’ indenture agreement because it failed to ~~protect~~file ~~our~~its ~~regulated~~Form ~~data~~10-K for the fiscal year ended December 31, 2023 ("2023 Form 10-K") and ~~that~~its ofForm ~~our~~10-Q ~~customers~~for the three months ended March 31, 2024 on time. These ~~include~~defaults ~~complex~~did not become an event of default under the terms of the 2026 Notes' indenture agreement given that the Company subsequently filed its 2023 Form 10-K and ~~evolving~~its ~~laws~~Form 10-Q for the three months ended March 31, ~~rules~~2024 in August 2024. The Company did not incur any special interest as a result of the defaults, ~~regulations~~nor did the 2026 Notes become subject to any other actions by the Trustee or the holders. The 2030 Notes' indenture agreement includes certain financial covenants, including a requirement to maintain at least $20.0 million in qualified cash and ~~standards~~a minimum of $75.0 million in ~~many~~accounts ~~jurisdictions~~receivable and inventory, asand ~~well~~we asmay ~~contractual~~be ~~obligations,~~required ~~relating~~to obtain additional sources of liquidity to ~~cybersecurity~~comply ~~and~~with ~~data~~such ~~privacy~~covenants. ~~Such~~As ~~laws,~~of ~~rules~~December 31, ~~regulations~~2025, ~~and~~we ~~standards~~were ~~pose~~in ~~increasingly~~compliance ~~complex~~with ~~compliance~~all ~~challenges~~of ~~and~~the ~~potential~~covenants ~~costs~~included in the Notes’ indenture agreements. ~~Any~~However, ~~loss~~we ofcan ~~sensitive~~make ~~information~~no ~~and~~such ~~failure~~assurance that we will be able to comply with these ~~requirements~~ or other ~~applicable~~restrictive ~~laws~~covenants ~~and~~in ~~regulations~~the infuture. ~~this~~Noncompliance ~~area,~~with such covenants could result in ~~significant~~an ~~regulatory~~event ~~non-compliance~~of ~~exposure~~default and make the 2030 Notes, with an outstanding principal balance of $92.0 million as of December 31, 2025, due immediately, unless we could obtain an amendment or ~~other~~waiver, ~~penalties~~which may not be available on commercially reasonable terms or otherwise. If this debt were accelerated, we would not have sufficient funds to repay our debt absent a refinancing, and ~~legal~~we ~~liabilities~~cannot provide assurance that we would be able to obtain such a refinancing on commercially reasonable terms or at all.

Servicing or refinancing our debt may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the 0% convertible senior notes due 2026 (the "Notes") in cash, repay the Notes at maturity, or repurchase the Notes as required following a fundamental change.

As of December 31, 2024, we had approximately $214.4 million outstanding of the Notes. Our ability to service or refinance our remaining indebtedness, including the Notes, or to make cash payments in connection with any conversions of the Notes, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional debt financing or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting any of these alternatives.

In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, we would be required to settle any converted principal through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

In addition, holders of the Notes have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the applicable indenture governing the respective Notes) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased. Holders of the 2030 Notes also have a one-time put right on June 23, 2028, to require us to repurchase all or a portion of their 2030 Notes for cash at 100% of the principal amount, plus accrued and unpaid interest. If the Notes have not previously been converted or repurchased, we will be required to repay such Notes in cash at maturity.

Our ability to make required cash payments in connection with conversions of the Notes, repurchase the Notes in the event of a fundamental change, or in connection with the holders' put right, or to repay or refinance the Notes at maturity will depend on market conditions and our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. As a result, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase or repay the Notes or pay cash with respect to Notes being converted.

The indenture governing the Notes (the "Indenture") contains covenants that impose significant restrictions on us, and the failure to comply with these covenants could result in an event of default under these instruments.

The indenture governing the Notes contains customary covenants, events of default and other provisions. A breach of the covenants or other provisions under the Indenture could result in an event of default under the Notes, which, if not cured or waved, could have a material adverse effect on our business, results of operations and financial condition, including through the imposition of special interest. During the three months ended June 30, 2024, the Company became non-compliant with certain terms of the Indenture due to its failure to file its 2023 Form 10-K and its Form 10-Q for the three months ended March 31, 2024 and provide them to the Trustee by the applicable deadline under the terms of the Indenture. These defaults did not become an event of default under the terms of the Indenture given that the Company filed its 2023 Form 10-K and its Form 10-Q for the three months ended March 31, 2024 prior to the end of the cure period provided by the Indenture, which cure period was not initiated by the Trustee or holders of the Notes. The Company did not incur any special interest as a result of the defaults, nor did the Notes become subject to any other actions by the Trustee or the holders. As of December 31, 2024, the Company was in Compliance with all of the covenants included within the Indenture.

Our operations and business performance could suffer if we are unable to attract and retain senior management or other key employees.

Our success depends largely on our ability to attract, hire, develop, and retain senior management and key employees, such as engineers, scientists, and other key skilled employees supporting our products and services. The engagement and retention of our global teams is dependent on maintaining ana ~~inclusive~~ culture where our people feel valued, respected, and have equal opportunities for growth and development.

Our senior management team is critical to the leadership of our business operations and the development and execution of our business strategy. When changes occur within senior management or within key employee roles, we are required to manage the continuity of our business, and typically incur incremental costs including search costs, relocation costs, and timing associated with onboarding and knowledge transfer. High demand exists for senior management and other key employees with experience in additive manufacturing and certain technical skills, and there can be no assurance that we will be able to attract and retain such talent. We experience intense competition for qualified talent.

While we aim to design, provide, and administer competitive compensation packages to attract and retain top senior management and key ~~employees~~talent and engage in regular succession planning for these positions, larger competitors with more resources available to them can make it difficult for us to successfully compete for key talent. If we cannot attract and retain sufficiently qualified talent, such as engineers, scientists, and other ~~key~~ technically skilled employees, or have an adequate succession plan in place, we may be unable to develop, commercialize, and sell new or existing products and services. Furthermore, increasing competition for critical technical skills in the regions surrounding our facilities could require us to pay more to hire and retain key employees, thereby increasing labor costs.

Furthermore, increasing competition for critical technical skills in the regions surrounding our facilities could require us to pay more to hire and retain key employees, thereby increasing labor costs.

Business Strategy Risk Factors

We have made, and may make in the future, strategic acquisitions and divestitures that may involve significant risks and uncertainties. We may not realize the anticipated benefits of past or future acquisitions and integration of these acquisitions may disrupt our business and divert management attention. Likewise, our potential future divestitures may be unsuccessful and negatively impact our business.

AsFrom ~~a result, from~~ time to time, we evaluate acquisition candidates that fit our business objectives. Acquisitions involve certain risks and uncertainties, including, among others, the following:

•The inability to successfully improve operating efficiency and reduce costs through our restructuring ~~initiatives~~initiative;

•Difficulty in integrating newly acquired businesses and operations in an efficient and cost-effective manner, which may also impact our ability to realize the potential benefits associated with the acquisition;

•The risk that significant unanticipated costs or other problems associated with integration may be encountered;

•The risk that we do not fully integrate our acquisitions, which could drive greater complexity and higher costs in our business operations;

•The challenges in achieving strategic objectives, cost savings and other anticipated benefits;

•The risk that our marketplaces do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in the marketplaces that we serve;

•The risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;

•The inability to maintain a relationship with key customers, vendors and other business partners of the acquired businesses;

•The difficulty in maintaining controls, procedures and policies during the transition and integration;

•The potential loss of key employees of the acquired businesses;

•The risk of diverting management attention from our existing operations;

•Difficulties in coordinating geographically disparate organizations and corporate cultures and integrating management personnel with different business backgrounds;

•The potential failure of the due diligence process to identify significant problems, liabilities or other challenges of an acquired company or technology;

•The risk that we incur significant costs associated with such acquisition activity that may negatively impact our operating results before the benefits of such acquisitions are realized, if at all;

•The entry into marketplaces where we have no or limited direct prior experience and where competitors have stronger marketplace positions;

•The exposure to litigation or other claims in connection with our assuming claims or litigation risks from terminated employees, customers, former shareholders or other third parties; and

•The risk that historical financial information may not be representative or indicative of our results as a combined company.

Historically, we have grown both organically and from acquisitions, and we intend to continue to grow in such manner. Our infrastructure will require, among other things, continued development of our financial and management controls and management information systems, management of our sales channel, continued capital expenditures, the ability to attract and retain qualified management personnel and the training of new personnel. We cannot be sure that our infrastructure, systems, procedures, business processes and managerial controls will be ~~adequate~~ scalable to support the growth in our operations. Any delays in, or problems associated with, implementing, or transitioning to, new or enhanced systems, procedures, or controls to ~~accommodate and~~ support the requirements of our business and operations and to effectively and efficiently integrate acquired operations may adversely affect our ability to meet customer requirements, manage our product inventory, and record and report financial and management information on a timely and accurate basis. These potential negative effects could prevent us from realizing the benefits of an acquisition transaction or other growth opportunity.

Likewise, we have in the past, and may in the future, divest certain business operations. Divestitures involve a number of risks, including the diversion of management's attention, significant costs and expenses, goodwill and other intangible asset impairment charges, the loss of customer relationships and cash flow, and the disruption of operations in the affected business. Failure to timely complete or consummate a divestiture may negatively affect valuation of the affected business or result in restructuring charges.

In the event of an unsuccessful acquisition or divestiture, our competitive position, revenues, results of operations and financial condition could be adversely affected.

We believe that our future success depends on our ability to deliver products and services that meet changing technology and customer needs.

Our business may be affected by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new standards and practices, any of which could render our existing products and proprietary technology obsolete. Accordingly, our ongoing R&D programs are intended to enable us to maintain technological leadership. We believe, to remain competitive, we must continually identify product needs in the market, effectively define product specifications and performance to satisfy market needs, ~~and~~ timely launch new products to market, and effectively execute our sales strategy and go-to-market approach. However, there is a risk that we may not be able to:

•Develop or obtain leading technologies useful in our business;

•Enhance our existing products;

•Develop new product, service and technology capabilities that address the increasingly sophisticated and varied needs of prospective customers, particularly in the area of printer speeds, materials functionality and environmental impacts.

•Respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; or

•Recruit or retain key technology employees., or

•Execute sales strategy to effectively meet customer needs.

If we are unable to meet changing technology and customer needs, our competitive position, revenue, results of operations and financial condition could be adversely affected.

The success of our regenerative medicine efforts depends on developing and commercializing products, either ourselves or in conjunction with development partners, that are subject to technical and market risks.

Our regenerative medicine ~~program~~business requires us to develop products that enable the application of additive manufacturing to human organ transplantation and organ models used for drug discovery and development. These initiatives may require significant investment and the technical achievement of viable product candidates may not be achieved. Despite significant investment requirements, our regenerative medicine efforts may result in only nominal revenue with no guarantee of future revenue growth. Our development efforts remain subject to risks including, but not limited to, ongoing funding commitments from our development partners and unanticipated technical or other hurdles to commercialization. For example, in the first quarter of 2024, revised funding arrangements with our key strategic partner refocused the Company’s continuing organ program on developing the capability to print human lung scaffolds, and away from developing the capability to print scaffolds for livers and kidneys. Any products developed through our research efforts are subject to safety, regulatory and efficacy risks that may result in delays to commercialization, cause us to incur additional expenses or fail to achieve commercialization. In addition, any products that achieve commercialization and regulatory approval are subject to market risks including reimbursement from third-party payers and competition from existing or new products that aim to address similar indications. In addition, difficulties in our research efforts may lead to disputes with our strategic partners and other third parties, such as the dispute with former shareholders of Volumetric described under the heading “"Termination of Volumetric Milestones Related to Potential Earnout Payments”" in Note 22 to the consolidated financial statements.

Regulatory, Legislative and Legal Risk Factors

We are subject to U.S. and other anti-corruption laws, trade controls, economic sanctions, privacy regulations, and other similar laws and regulations. Our failure to comply with these laws and regulations could subject us to civil, criminal and administrative penalties and harm our reputation. Changes in U.S. federal administration priorities, policies or interpretations of these laws may increase compliance costs, create uncertainty, or heighten enforcement risk.

Doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various other foreign jurisdictions. These laws and regulations place restrictions on our operations, trade practices, partners and investments. U.S. federal trade, sanctions, export control and regulatory policies have been subject to increased change and unpredictability in recent years, including the imposition, modification or expansion of tariffs, sanctions, export controls and regulatory requirements, which could adversely affect our business, supply chain, customers and partners.

In particular, our operations are subject to U.S. and foreign anti-corruption and trade control laws and regulations, such as the Foreign Corrupt Practices Act (“"FCPA”") and United Kingdom Bribery Act (the “"Bribery Act”"), export controls and economic sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the State Department's Directorate of Defense Trade Controls (“DDTC”) and the Bureau of Industry and Security (“BIS”) of the Department of Commerce. As a result of doing business in foreign countries and with foreign customers, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.

As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the provisions of the Bribery Act extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Our continued expansion outside the U.S., including in Brazil, China, India and developing countries, and our development of new partnerships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future.20

~~As an exporter~~("OFAC"), wethe ~~must~~State ~~comply~~Department's ~~with~~Directorate ~~various~~of ~~laws~~Defense ~~and~~Trade ~~regulations~~Controls ~~relating~~("DDTC") toand the ~~export~~Bureau of ~~products~~Industry and ~~technology~~Security ~~from~~("BIS") of the ~~U.S.~~Department ~~and~~of ~~other countries having jurisdiction over our operations~~Commerce. ~~In the~~ U.S., ~~these~~enforcement ~~laws~~agencies ~~include~~may ~~the~~increase ~~International~~or ~~Traffic~~shift inenforcement ~~Arms~~priorities, ~~Regulations~~investigative ~~(“ITAR”) administered by the DDTC~~activity, ~~the~~penalties ~~Export~~or ~~Administration~~interpretive ~~Regulations~~guidance. ~~(“EAR”)~~As ~~administered~~a byresult ~~the~~of ~~BIS~~doing ~~and~~business ~~trade~~in ~~sanctions~~foreign ~~against embargoed~~ countries and ~~destinations~~with ~~administered~~foreign ~~by OFAC. The EAR governs products~~customers, ~~parts,~~we ~~technology~~are ~~and~~exposed ~~software~~to ~~which~~a ~~present~~heightened ~~military~~risk orof ~~weapons~~violating ~~proliferation concerns, so~~anti-~~called~~corruption ~~“dual use” items,~~ and ~~ITAR~~trade ~~governs~~control ~~military items listed on the United States Munitions List. Any failures to comply with these~~ laws and ~~regulations~~sanctions ~~could result in fines, adverse publicity and restrictions on our ability to export our products, and repeat failures could carry more significant penalties~~regulations.

21As part of our business, we may deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA’s prohibition on providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. In addition, the provisions of the Bribery Act extend beyond bribery of foreign public officials and also apply to transactions with individuals that a government does not employ. Some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. Our presence outside the U.S., including in Brazil, China, India and developing countries, and our development of new partnerships worldwide, could increase the risk of FCPA, OFAC or Bribery Act violations in the future.

As an exporter, we must comply with various laws and regulations relating to the export of products and technology from the U.S. and other countries having jurisdiction over our operations. In the U.S., these laws include the International Traffic in Arms Regulations ("ITAR") administered by the DDTC, the Export Administration Regulations ("EAR") administered by the BIS and trade sanctions against embargoed countries and destinations administered by OFAC. Recent and potential future changes in U.S. export control classifications, licensing requirements, country restrictions, and end-use or end-user rules may limit our ability to sell products, delay shipments, increase compliance costs or require changes to our business practices. The EAR governs products, parts, technology and software which present military or weapons proliferation concerns, so-called "dual use" items, and ITAR governs military items listed on the United States Munitions List. Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on our ability to export our products, and repeat failures could carry more significant penalties.

Violations of anti-corruption and trade control laws and sanction regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment and could harm our reputation, create negative shareholder sentiment and affect our share value. We have established policies and procedures designed to assist our compliance with applicable U.S. and international anti-corruption and trade control laws and regulations, including the FCPA, the Bribery Act and trade controls and sanctions programs administered by OFAC, the DDTC and BIS, and have trained our employees to comply with these laws and regulations. However, there can be no assurance that all of our employees, consultants, agents or other associated persons will not take actions in violation of our policies and these laws and regulations. Additionally, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage or provide a defense to any alleged violation. In particular, we may be held liable for the actions that our joint venture partners take inside or outside of the United States, even though our partners may not be subject to these laws. Such a violation, even if our policies prohibit it, could have an adverse effect on our reputation, business, financial condition and results of operations. In addition, various state and municipal governments, universities and other investors maintain prohibitions or restrictions on investments in companies that do business with sanctioned countries, persons and entities, which could adversely affect our reputation, business, financial condition and results of operations.

Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on environmental considerations relating to businesses, including climate change and greenhouse gas emissions, as well as use of plastic materials. We monitor new and changing international, federal, and state environmental reporting obligations. As new or increased regulations take effect, these changing requirements may impose significant operational costs to comply, and expand compliance requirements for our products, our operations, and our supply chain, which could negatively impact our competitive position.

In addition, we have operations globally and are subject to various privacy and data protection laws, which encompasses the collection, use, disclosure, and storage of personal information and personally identifiable health information. This requires us to dedicate resources to implement controls and infrastructure to protect personal and health information needed to conduct our business activities. Failure to do so could subject us to potential regulatory fines, penalties, litigation, and could negatively impact our business and reputation.

We are subject to complex government laws and regulations relating to certain product sets and failure to meet the stringent requirements could impact our business operations and financial position.

Our medical device business is subject to extensive global regulations and enforcement, including in the Food and Drug Administration (FDA) in the U.S., and other governmental authorities for which our product is distributed. There are complex approvals for medical devices to be placed on the market, as well as ongoing responsibilities under these regulations. Failure to comply with the applicable regulation for which the medical device applies could result in corrective actions, recalls, removal of local authority approvals, ceasing business activities, fines, and criminal prosecution.

Failure to comply with the terms of our settlement agreements with the U.S. Departments of State, Commerce, and Justice could have a material and adverse impact on our business, results of operations and financial condition, and, even if we comply with those settlement agreements, the costs and burdens of compliance could be significant, and we may face additional investigations and proceedings from other governmental entities or third parties related to the same or similar conduct underlying the agreements. 21

Incomply ~~October~~with ~~2017,~~the weapplicable ~~received~~regulation anfor ~~administrative~~which ~~subpoena from~~ the ~~BIS~~medical ~~requesting~~device ~~the~~applies ~~production~~could ofresult ~~records~~ in ~~connection~~corrective ~~with possible violations of U.S. export control laws~~actions, ~~including with regard to our former Quickparts.com~~recalls, ~~Inc.~~removal ~~subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, our internal investigation identified potential violations~~ of ~~the~~local ~~ITAR~~authority ~~administered by the DDTC and potential violations of the EAR administered by the BIS. On June 8~~approvals, ~~2018~~ceasing ~~and~~business ~~thereafter~~activities, ~~we submitted voluntary disclosures to BIS and DDTC identifying potentially unauthorized exports between 2012 and 2017~~fines, including to China, of controlled items including technical data. In connection with these matters, in August 2020, we received two federal grand jury subpoenas issued by the U.S. District Court for the Northern District of Texas. The Company responded to these two subpoenas and ~~fully~~criminal ~~cooperated with the U~~prosecution.~~S. Department of Justice (“DOJ“) in the related investigation.~~

InThe ~~February~~costs ~~2023,~~and ~~the~~burdens ~~Company~~of ~~settled~~compliance ~~these matters~~ with ~~all~~laws ~~three~~and ~~agencies.~~regulations ~~See~~has ~~Note~~been ~~22, “Commitments~~ and ~~Contingencies~~can,” ~~to our consolidated financial statements included~~ in ~~Part~~the IIfuture, ~~Item~~be 8significant, ~~“Financial~~and ~~Statements~~we may face investigations and ~~Supplementary~~proceedings ~~Data”~~from ofgovernmental ~~this~~entities ~~Form~~or ~~10-K~~third ~~for~~parties ~~additional~~in ~~information~~the future.

22In October 2017, we received an administrative subpoena from the BIS requesting the production of records in connection with possible violations of U.S. export control laws, including with regard to our former Quickparts.com, Inc. subsidiary. In addition, while collecting information responsive to the above-referenced subpoena, our internal investigation identified potential violations of the ITAR administered by the DDTC and potential violations of the EAR administered by the BIS. On June 8, 2018 and thereafter, we submitted voluntary disclosures to BIS and DDTC identifying potentially unauthorized exports between 2012 and 2017, including to China, of controlled items including technical data. In February 2023, the Company settled these matters with all three agencies. In February 2026, DTCC approved the Company’s spend of the remaining suspended penalty balance, resulting in no further suspended penalty due. On February 20, 2026, the DTCC notified the Company that it has closed the settlement agreement based upon the Company’s completion of all required terms. See Note 20,"Commitments and Contingencies," to our consolidated financial statements.

~~Compliance~~Since ~~with~~2018, ~~the~~we ~~terms~~have implemented new compliance procedures to identify and prevent potential violations of ~~these~~export ~~agreements~~controls laws, ~~which~~trade ~~imposed~~sanctions ~~measures~~and togovernment ~~strengthen~~contracting laws and regulations and created a Compliance Committee of the ~~Company’s~~Board ~~export~~of Directors to further enhance board oversight of compliance ~~programs~~risks. As we continue to implement additional compliance enhancements, ~~could~~we ~~impose~~may discover additional ~~costs~~potential onviolations ~~the~~of ~~Company~~export controls laws, trade sanctions and/or government contracting laws. If we ~~fail~~identify any additional potential violations, we will submit voluntary disclosures to ~~comply~~the relevant agencies and cooperate with ~~the~~such ~~terms~~agencies ofon ~~these~~any ~~agreements~~related investigations. However, ~~additional~~if ~~monetary~~we ~~penalties~~are found to have violated one or more export control laws, trade sanctions or government ~~actions~~contracting laws, we could ~~have~~be subject to various civil or criminal penalties, significant compliance, litigation, settlement costs or other losses, resulting in a material adverse effect on our business, results of operations and financial condition. We may also be subject to negative publicity related to these matters, which could harm our reputation, reduce demand for our products, solutions and ~~results~~services, ofresult ~~operations~~in employee attrition and negatively impact our stock price.

Since 2018, we have implemented new compliance procedures to identify and prevent potential violations of export controls laws, trade sanctions and government contracting laws and regulations and from November 2018 through October 2024 maintained a separate Compliance Committee of the Board of Directors to further enhance board oversight of compliance risks. As we continue to implement additional compliance enhancements, we may discover additional potential violations of export controls laws, trade sanctions or government contracting laws. If we identify any additional potential violations, we will submit voluntary disclosures to the relevant agencies and cooperate with such agencies on any related investigations. However, if we are found to have violated one or more export control laws, trade sanctions or government contracting laws, we could be subject to various civil or criminal penalties, significant compliance, litigation, settlement costs or other losses, resulting in a material adverse effect on our business, results of operations and financial condition. We may also be subject to negative publicity related to these matters, which could harm our reputation, reduce demand for our products, solutions and services, result in employee attrition and negatively impact our stock price.

As a result of the delayed filing of our 2023 Form 10-K, our Form 10-Q for the quarter ended March 31, 2024, our Form 10-Q for the quarter ended June 30, 2024, and our Form 10-Q for the quarter ended September 30, 2024, the Company has experienced risks and costs and expects to experience additional risks and costs in the future, including with respect to the SEC's ongoing investigation.

As a result of the circumstances giving rise to the delayed filing of our 2023 Form 10-K, our Form 10-Q for the quarter ended March 31, 2024, our Form 10-Q for the quarter ended June 30, 2024, and the Form 10-Q for the quarter ended September 30, 2024, the Company ~~has~~ experienced risks and costs and expects to experience additional risks and costs in the future. The audit of the financial statements included in our 2023 Form 10-K was time-consuming, required the Company to incur additional incremental expenses and affected management’s attention and resources. Further, the measures to strengthen internal controls being implemented continue to require and will likely require in the future greater management time and Company resources to implement and monitor. Although we have now filed our 2023 Form 10-K, our Form 10-Q for the quarter ended March 31, 2024, our Form 10-Q for the quarter ended June 30, 2024, and our Form 10-Q for the quarter ended September 30, 2024, our failure to make these filings in a timely manner has led to further investigation and scrutiny by the SEC, which has been conducting a formal investigation of the Company since April 2022 as a follow on to the previously disclosed SEC voluntary request for documents. Although the Company is currently cooperating with the SEC, the Company cannot predict the ultimate outcome of the SEC’s investigation. Any allegations or adverse findings by the SEC could harm our reputation, negatively impact our stock price and have a material adverse effect on our business, financial condition and results of operations. Moreover, the expense and distraction to management of cooperating with and responding to the SEC could have a material adverse effect on the Company even if the investigation is ultimately closed or resolved in a manner favorable to the Company. ~~See also the risk factor below entitled “We are no longer eligible to use a Form S-3 registration statement, which could impair our capital-raising activities.”~~

We derive a significant portion of our revenue from business conducted outside the U.S. and are subject to the risks of doing business outside the U.S.

We face many risks inherent in conducting business activities outside the U.S. that, unless managed properly, may adversely affect our profitability, including our ability to collect amounts due from customers. While most of our operations outside the U.S. are conducted in highly developed countries, our operations could be adversely affected by, among others, the following:

•Unexpected changes in laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad;

•Changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, environmental, corporate practices and data privacy concerns;

•Political policies, political or civil unrest, terrorism or epidemics and other similar outbreaks;

•Fluctuations in currency exchange rates;

•Limited protection for the enforcement of contract and intellectual property rights in some countries;

•Difficulties in staffing and managing foreign operations;

•Operating in countries with a higher incidence of corruption and fraudulent business practices;

•Potentially adverse changes in taxation;

•The impact of public health epidemics on employees and the global economy; and

•Other factors, depending upon the specific country in which we conduct business.

These uncertainties may make it difficult for us and our customers to accurately plan future business activities and may lead our customers in certain countries to delay purchases of our products and services. More generally, these geopolitical, social and economic conditions could result in increased volatility in global financial markets and economies.

The consequences of terrorism or armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our market opportunities or our business. We are uninsured for losses and interruptions caused by terrorism, acts of war and similar events.

We seek to minimize the risks associated with interest rates, foreign exchange rates and commodity prices through regular operating and financing activities. However, our efforts to minimize our exposure to market risks from changes in interest rates, foreign currency exchange rates and commodity prices may prove to be insufficient or unsuccessful.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.

In connection with the enforcement of our own intellectual property rights, the acquisition of third-party intellectual property rights or disputes related to the validity or alleged infringement of third-party intellectual property rights, including patent rights, we have been, and may in the future be, subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation may be costly and can be disruptive to our business operations by diverting the attention and energy of management and key technical personnel, and by increasing our costs of doing business. Although we have successfully defended or resolved past litigation and disputes, we may not prevail in any ongoing or future litigation and disputes, which could adversely affect our results of operations and financial condition.

Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain of our products, subject us to injunctions restricting our sale of products, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. In addition, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our products. Any of these could seriously harm our business, operating results, liquidity and financial condition.

We may not be able to protect our intellectual property rights and confidential information, including our digital content, from third-party infringers or unauthorized copying, use or disclosure.

Although we defend our intellectual property rights and endeavor to combat unlicensed copying and use of our digital content and intellectual property rights through a variety of techniques, preventing unauthorized use or infringement of our rights (“"piracy attacks”") is inherently difficult. If our intellectual property becomes subject to piracy attacks, our business may be harmed.

Additionally, we endeavor to protect the secrecy of our digital content, confidential information and trade secrets. If unauthorized disclosure of our trade secrets occurs, we could potentially lose trade secret protection. The loss of trade secret protection could make it easier for third parties to compete with our products by copying previously confidential features, which could adversely affect our business, results of operations, revenue and operating margins. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements. However, there is a risk that our confidential information and trade secrets may be disclosed or published without our authorization, and in these situations it may be difficult and/or costly for us to enforce our rights.

Changes in, or interpretation of, tax rules and regulations may impact our effective tax rate and future profitability.

We are a U.S. based, multinational company subject to taxation in multiple U.S. and foreign tax jurisdictions. Our future effective tax rates could be adversely affected by changes in statutory tax rates or interpretation of tax rules and regulations in jurisdictions in which we do business, changes in the amount of revenue or earnings in the countries with varying statutory tax rates, or by changes in the valuation of deferred tax assets and liabilities.

In addition, we are subject to audits and examinations of previously filed income tax returns by the Internal Revenue Service and other domestic and foreign tax authorities. We regularly assess the potential impact of such examinations to determine the adequacy of our provision for income taxes and have reserved for potential adjustments that we expect may result from the current examinations. We believe such estimates to be reasonable; however, there is no assurance that the final determination of any examination will not have an adverse effect on our operating results and financial position.

Material weaknesses in our internal control over financial reporting could result in material misstatements in our financial statements not being prevented or detected, which could affect investor confidence in the accuracy and completeness of our financial statements and could negatively impact our stock price and financial condition.

As a public company, we are required to comply with Section 404 of the Sarbanes-Oxley Act. If we fail to abide by the applicable requirements of Section 404, regulatory authorities, such as the SEC, could subject us to sanctions or investigation, and our independent registered public accounting firm may not be able to certify as to the effectiveness of our internal control over financial reporting pursuant to an audit of our internal controls. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Accordingly, our internal control over financial reporting may not prevent or detect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Management, including our Chief Executive Officer and Interim Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2024~~2025. Based on its assessment, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2024~~2025, due to the following material weaknesses.

•We did not design and maintain adequate controls within the revenue process ~~that~~to ~~resulted~~address inthe ~~material~~determination ~~weaknesses,~~of ~~either individually or in aggregate. Contract terms, pricing,~~ standalone selling price ~~models,~~(“SSP”) and ~~determination~~allocation of ~~timing~~the oftransaction ~~revenue~~price ~~recognition were not adequately reviewed prior~~ to ~~entry~~separate inperformance ~~the~~obligations ~~Company’s~~for ~~information~~revenue ~~systems~~accounting. ~~In addition~~Additionally, we did not ~~effectively~~design ~~implement~~and anmaintain adequate controls over the accounting ~~system~~treatment ~~that~~for ~~appropriately~~market-based ~~captures~~stock ~~the~~compensation ~~allocation~~awards. ofThe ~~the~~above ~~transaction~~control ~~price~~deficiencies toconstitute ~~the~~material ~~performance~~weaknesses, ~~obligations~~either toindividually ~~support~~or ~~revenue~~in ~~accounting;~~the aggregate.

~~•We~~As ~~did~~further ~~not~~described ~~design~~in ~~and~~Item ~~maintain~~9A, ~~adequate~~Management's ~~controls~~Report on Internal Control over ~~certain~~Financial ~~assumptions~~Reporting, ~~used~~remediation inactions ~~the~~are ~~valuation~~underway ofand ~~indefinite-lived~~are ~~intangible~~scheduled ~~assets~~to be complete within fiscal year 2026. Specifically, ~~goodwill~~we will finalize implementation of our automation tool by documenting control processes and ~~other~~conducting ~~long-lived~~training ~~assets~~for ~~related~~our professionals to anaccurately ~~impairment~~execute ~~charge,~~the ~~that~~determination ~~resulted~~of inSSP ~~material~~and ~~weaknesses~~allocation of the transaction price. Additionally, ~~either~~we ~~individually~~will orenhance inour ~~aggregate;~~ controls to support accurate accounting treatment for market-based stock compensation plans.

~~•We~~While ~~did~~we ~~not~~believe ~~design~~our ~~and~~remediation ~~maintain~~plans ~~adequate~~should ~~controls~~remediate ~~within~~ the ~~financial~~material ~~close~~weaknesses, ~~and~~we ~~reporting~~cannot ~~process~~provide ~~that~~assurance ~~resulted~~of inwhen the material weaknesses will be remediated, ~~either~~nor ~~individually~~can we be certain of whether additional actions will be required or inthe ~~aggregate~~costs of any such actions. WeMoreover, ~~did~~we ~~not~~cannot ~~maintain~~provide ~~comprehensive~~assurance ~~formal~~that ~~accounting~~additional ~~policies~~material weaknesses will not arise in the future. WeWhile ~~also~~the material weaknesses discussed in Item 9A, "Management's Report on Internal Control over Financial Reporting", did not ~~maintain~~result ~~controls~~in ~~over~~material ~~manual~~misstatements ~~journal~~of ~~entries~~our annual or interim consolidated financial statements, ~~balance~~any ~~sheet~~failure ~~account~~to ~~reconciliations~~remediate the material weaknesses, or the identification of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements that may continue undetected, negatively impacting the public perception of the Company and our securities and cause us to fail to meet our reporting and financial ~~statement~~obligations ~~disclosures.~~or Inincur ~~part~~significant ~~due~~additional costs to anremediate ~~inadequate~~the ~~level~~material weaknesses, each of ~~review~~which could negatively affect our stock price, ~~such~~harm ~~reviews~~our ~~were~~ability ~~not~~to ~~always~~raise ~~performed~~capital on favorable terms in the future or otherwise have a ~~consistent~~negative ~~and~~impact ~~timely~~on ~~basis;~~our ~~and~~financial condition.

•We did not design and maintain adequate controls over the accounting treatment for certain technical matters, including controls related to complex and/or non-routine transactions and arrangements, that resulted in material weaknesses, either individually or in aggregate.

Certain of the material weaknesses described above (items 1 and 2) were initially identified at December 31, 2020 and continued to exist at December 31, 2024. As further described in Item 9A, Management's Report on Internal Control over Financial Reporting, we began implementing a remediation plan in January 2021 designed to improve our internal control over financial reporting through the development and implementation of more formal policies, processes and documentation procedures relating to our financial reporting, the hiring of additional accounting personnel, and the training of personnel on proper execution of designed control procedures.

While we believe our remediation plans should remediate the material weaknesses, we cannot provide assurance of when the material weaknesses will be remediated, nor can we be certain of whether additional actions will be required or the costs of any such actions. Moreover, we cannot provide assurance that additional material weaknesses will not arise in the future. While the material weaknesses discussed in Item 9A, "Management's Report on Internal Control over Financial Reporting," did not result in material misstatements of our annual or interim consolidated financial statements, any failure to remediate the material weaknesses, or the identification of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements that may continue undetected, negatively impacting the public perception of the Company and our securities and cause us to fail to meet our reporting and financial obligations or incur significant additional costs to remediate the material weaknesses, each of which could negatively affect our stock price, harm our ability to raise capital on favorable terms in the future or otherwise have a negative impact on our financial condition.

We are no longer eligible to use a Form S-3 registration statement, which could impair our capital-raising activities.

As a result of our failure to timely file our 2023 Form 10-K, our Form 10-Q for the quarter ended March 31, 2024, our Form 10-Q for the quarter ended June 30, 2024, and the Form 10-Q for the quarter ended September 30, 2024 with the SEC, we are no longer eligible to use a Form S-3 registration statement. Further, we are also no longer a “well-known seasoned issuer,” as such term is used in the SEC’s regulations, which otherwise would allow us to, among other things, file automatically effective Form S-3 registration statements. Our eligibility to use a Form S-3 registration statement may not be restored until December 1, 2025, and then only if we have not had any other filing delinquency that would preclude Form S-3 eligibility and satisfy all other requirements for Form S-3 eligibility. During any period when we are not eligible to use Form S-3 or qualify as a “well-known seasoned issuer,” our capital-raising ability may be impaired. Under these circumstances, we would be required to conduct the offering on an exempt basis, such as in accordance with Rule 144A, or file a registration statement on Form S-1. Using a Form S-1 registration statement for a public offering would likely take significantly longer than using a registration statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We recognize the critical importance of maintaining the safety and security of our systems and data. We have implemented a layered cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in material adverse effects on the confidentiality, integrity, and availability of our information systems.

Governance

As part of the Company’s risk management activities, we prioritize the identification and management of risks which includes risks related to cybersecurity.

Board of Directors

Our Board has delegated to the Audit Committee the oversight of cybersecurity risks, including overseeing the actions management has taken to monitor or mitigate such exposure. The Audit Committee reviews the measures implemented by the Company to identify and mitigate data protection and cybersecurity risks on a periodic basis. As part of such reviews, the Audit Committee receives reports and presentations from members of the team responsible for overseeing the Company’s cybersecurity program, including the Chief Information Officer (CIO), which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, and technological trends. The Audit Committee and such members of our management team also report to the Board at least annually on cybersecurity matters. We have defined guidelines by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported promptly to the Audit Committee and the Board, as well as ongoing updates regarding any such incident.

Management

At the management level, our CIO and ~~Head~~Chief ofInformation ~~Cybersecurity~~Security Officer (CISO), have extensive cybersecurity knowledge and skills gained from work experience at the Company and other publicly traded companies. Our CIO has worked in the IT industry for numerous private and publicly traded companies for more than 35 years. During this time, he has led both the IT and Cybersecurity efforts. He holds both a bachelor’s degree and an MBA, and has obtained numerous certifications throughout his career, including a Project Management Professional (PMP) and Cisco certified Network Professional (CCNP). Our Head of Cybersecurity has worked in the Cybersecurity industry for more than 22 years. He has also worked in leadership roles at numerous private and public companies, and holds a bachelor’s degree and a Master’s Degree in Cybersecurity. He has obtained numerous certifications, including a Certified Ethical Hacker (CEH), Computer Hacking Forensic Investigator (CHFI), and is a Certified Chief Information Security Officer (C|CISO). He is a founding member of the Carolina CISO leadership network. Together, they have also had extensive training and hands-on experience with quality management, process efficiency, auditing, and security incident management and response. They lead the team responsible for implementing, monitoring, and maintaining cybersecurity, including data protection practices across our business. The ~~Head~~CISO ~~of Cybersecurity~~ receives reports on cybersecurity threats from both our internal and external partners on a regular basis. The Chief Administrative Officer and Chief Executive Officer receive regular reports from the ~~Head~~CISO ~~of Cybersecurity~~ and the CIO on the cyber program and measures implemented by the Company to identify and mitigate cybersecurity risks. Our CIO and ~~Head~~CISO ~~of Cybersecurity~~ work closely with our Company’s Legal and Compliance teams to oversee compliance with legal, regulatory, and contractual security requirements, and also attend meetings with the Audit Committee and the Board that include cybersecurity updates.

Internal Cybersecurity Team

Our internal Cybersecurity Team, led by the ~~Head of Cybersecurity~~CISO, is responsible for the implementation, monitoring, and maintenance of our cybersecurity program, including the Company’s data protection practices. Reporting to our ~~Head~~CISO ~~of Cybersecurity~~ are a number of experienced and trained information security professionals who have previous work experience and educational backgrounds in information technology and security, and who also have industry recognized cybersecurity certifications. In addition to our internal cybersecurity capabilities, we also utilize a number of third-party experts to assist with assessing, identifying, and managing our cybersecurity risks.

Risk Management and Strategy

~~Each year~~Assessing, weidentifying ~~conduct~~and anmanaging ~~enterprise~~cybersecurity ~~risk~~risks ~~evaluation~~are byintegral ~~reviewing~~to our ~~progress~~risk onmanagement ~~existing~~activities. ~~risk~~Our ~~action~~cybersecurity ~~plans,~~program ~~assessing~~leverages ~~the~~people, ~~current~~processes, ~~environment~~and ~~against~~technology ~~our~~to ~~risk~~identify ~~universe,~~ and ~~gathering~~respond ~~insights~~to ~~through~~cybersecurity ~~engagement~~threats ~~with~~in ~~senior~~a ~~leadership~~timely manner. ~~The~~We ~~results~~maintain continuous monitoring of ~~this~~our ~~assessment~~network ~~are~~and ~~summarized~~also assess, aidentify, ~~risk~~and ~~owner~~manage isrisks ~~assigned,~~from ~~and~~cybersecurity ~~the~~threats ~~identified~~through ~~risks~~various ~~are~~mechanisms, ~~integrated~~which ~~into~~may ~~the~~include ~~strategic~~incident response planning, ~~process.~~risk ~~Risks~~assessments, ~~are~~control ~~monitored~~gap ~~throughout~~analyses, ~~the~~threat ~~year~~modeling, aspenetration ~~part~~tests, ofand ~~ongoing~~vulnerability ~~business reviews~~scanning.

Additionally, the results of our cybersecurity program risk review are integrated into enterprise risk management results. Cybersecurity risks are assessed alongside other enterprise risks, with specific actions and mitigation strategies incorporated into the overall risk action plans, ensuring alignment with the Company’s broader risk management and strategic objectives. As progress is made in our cybersecurity program, the risk level is updated in our broader enterprise risk management program.25

Our cybersecurity program leverages people, processes, and technology to identify and respond to cybersecurity threats in a timely manner. We maintain continuous monitoring of our network and also assess, identify, and manage risks from cybersecurity threats through various mechanisms, which may include incident response planning, risk assessments, control gap analyses, threat modeling, penetration tests, and vulnerability scanning.

Our cybersecurity assessment analyses have identified and prioritized steps to further enhance our cybersecurity practices. We maintain cyber insurance, regularly conduct company-wide cybersecurity awareness training, and have a dedicated team of Company personnel to address cybersecurity threats. We intend to implement additional security measures and processes to enhance our detection and response to cybersecurity incidents as appropriate.

We have adopted a Cybersecurity Incident Response Plan (the “"IRP”") to provide a standardized framework for responding to and escalating security incidents. The IRP sets out a coordinated approach to investigating, containing, documenting, and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as needed.

Material Cybersecurity Risks, Threats & Incidents

To date, risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition, but we face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to have such an affect. Additional information on cybersecurity risks we face can be found in Part I, Item 1A “"Risk Factors”" of this Report under the heading “"Our business could be adversely impacted in the event of a failure of our information technology infrastructure or a successful cybersecurity incident,”" which should be read in conjunction with the foregoing information.

Item 2. Properties

Our headquarters are located in Rock Hill, South Carolina. As of December 31, ~~2024~~2025, we own minimal facilities, and we lease facilities in the ~~U.S.~~Americas, EMEA, and APAC. Our leased facilities support our Healthcare Solutions segment, Industrial Solutions segment, and Corporate functions and consist of office space, manufacturing facilities, and warehouse or storage space that supports the distribution of our products.

Item 3. Legal Proceedings

Information relating to legal proceedings is included under the header "Other Commitments - Government Settlement" and "Litigation" in Note 2220 to the consolidated financial statements in Item 8 of this Form 10-K, which is incorporated by reference into this Item 3.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (“"NYSE”") under the trading symbol “"DDD.”"

As of March 262, ~~2025~~2026, our outstanding common stock was held by approximately 1,~~151~~111 stockholders of record. This figure does not reflect the beneficial ownership of shares held in a nominee's name.

Dividends

We do not currently pay, and have not paid, any dividends on our common stock, and we currently intend to retain any future earnings for use in our business. Any future determination as to the declaration of dividends on our common stock will be made at the discretion of the Board of Directors and will depend on our earnings, operating and financial condition, capital requirements, and other factors deemed relevant by the Board of Directors, including the applicable requirements of the Delaware General Corporation Law, which provides that dividends are payable only out of surplus or current net profits.

The ~~payment~~indenture ofgoverning our 2030 Notes currently restricts our ability to declare and pay dividends on our common stock, and our ability to do so may be further restricted by the provisions of credit agreements or other financing documents that we may enter into in the future or the terms of securities that we may issue from time to time. ~~Currently, no such agreements or documents limit our declaration of dividends or payments of dividends.~~

~~Issuance of Unregistered Securities and Issuer Purchases of Equity Securities~~26

WeIssuer ~~did~~Purchases ~~not repurchase any~~ of our equity securities in the open market during 2024; however, shares of common stock were surrendered to us for payment of tax withholding obligations in connection with the vesting of restricted stock awards and units pursuant to our Amended and Restated 2015 Incentive Stock Plan. For information regarding the securities authorized for issuance under our equity compensation plans, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters–Equity ~~Compensation Plans” in Item 12 of this Form 10-K. Also, see Note 17 to the consolidated financial statements in Item 8 of this Form 10-K.~~Securities

28During the year ended December 31, 2025, we did not sell or issue any unregistered equity securities except those already reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities in the open market during 2025; however, shares of common stock were surrendered to us for payment of tax withholding obligations in connection with the vesting of restricted stock awards and units pursuant to our Amended and Restated 2015 Incentive Stock Plan. Additionally, in June 2025, we completed a series of strategic transactions that included the repurchase of 8.0 million shares of our common stock in a series of privately negotiated transactions with purchasers of the 2026 Notes, at a price of $1.87 per share. For information regarding the securities authorized for issuance under our equity compensation plans, see "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters–Equity Compensation Plans" in Item 12 of this Form 10-K. Also, see Note 15 to the consolidated financial statements in Item 8 of this Form 10-K.

Issuer purchases of equity securities

	Total number of shares (or units) purchased		Average price paid per share (or unit)
October 1, 2024 - October 31, 2024	—		$	—
October 1, 2025 - October 31, 2025	60,990		$	2.86
November 1, 2024 - November 30, 2024	7,715		2.97
November 1, 2025 - November 30, 2025	2,117		2.08
December 1, 2024 - December 31, 2024	29,308		3.83
December 1, 2025 - December 31, 2025	8,352		1.95
Total	3771,~~023~~459	a	$	32.6573	b

a.Represents shares of common stock surrendered to us for payment of tax withholding obligations in connection with the vesting of restricted stock awards and units.

b.The average price paid reflects the average market value of shares withheld for tax purposes.

Stock Performance Graph

The graph below shows, for the five years ended December 31, ~~2024~~2025, the cumulative total return on an investment of $100 assumed to have been made on December 31, ~~2019~~2020 in our common stock. For purposes of the graph, cumulative total return assumes the reinvestment of all dividends. The graph compares such return with those of comparable investments assumed to have been made on the same date in (a) the NYSE Composite Index, and (b) the S&P Small-Cap 600 Information Technology Index, which are published market indices with which we are sometimes compared.

Although total return for the assumed investment assumes the reinvestment of all dividends on December 31 of the year in which such dividends were paid, we paid no cash dividends on our common stock during the periods presented.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

December 31, 2019

December 31, 2020

December 31, 2021

December 31, 2022

December 31, 2023

December 31, 2024

December 31, 2020

December 31, 2021

December 31, 2022

December 31, 2023

December 31, 2024

December 31, 2025

3D Systems Corporation

100

~~120~~206

~~246~~71

8561

7331

3717

NYSE Composite Index

100

~~107~~121

~~129~~109

~~117~~124

~~133~~144

~~154~~170

S&P Small-Cap 600 Information Technology Index

100

~~128~~127

~~162~~98

~~126~~119

~~152~~118

~~151~~141

Item 6. [Reserved]

3028

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with our consolidated financial statements, and notes thereto, included in Item 8 of this Form 10-K. Certain statements contained in this discussion may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those reflected in any forward-looking statements. See “"Risk Factors”" in Part I, Item 1A and “"Forward-Looking Statements.”" All amounts are in thousands, except share and per share amounts, or as otherwise indicated.

For discussion related to our results of operations and changes in financial condition for fiscal ~~2023~~2024 compared to fiscal ~~2022~~2023, refer to Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") in our fiscal ~~2023~~2024 Form 10-K. Our fiscal ~~2023~~2024 Form 10-K was filed with the SEC on ~~August~~March 1327, ~~2024~~2025. Discussion of our segment results for fiscal 2023 compared to fiscal 2022 have been included herein due to the retroactive application of the change in our segment measure of profitability to gross profit for all periods reported in our segment footnote. Refer to Note 21 for additional details.

Business Overview

3D Systems Corporation (“"3D Systems”" or the “"Company”" or “"we,”" "our" or “"us”") markets our products and services through subsidiaries in North America and South America (~~collectively referred to as “~~"Americas”"), Europe and the Middle East (~~collectively referred to as “~~"EMEA”") and Asia Pacific and Oceania (~~collectively referred to as “~~"APAC”"). We provide comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, and services, including maintenance, advanced manufacturing and applications engineering. Our solutions support advanced applications in two key industry verticals: Healthcare Solutions and Industrial Solutions. We have over 35 years of experience and expertise, which have proven vital to our development of an ecosystem and end-to-end digital workflow solutions that enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

~~The Company has two reportable segments: Healthcare Solutions and Industrial Solutions.~~ Our ~~reportable~~solutions ~~segments~~support ~~are~~advanced ~~based~~applications ~~upon~~in ~~the~~two key industry verticals ~~that~~which ~~they~~are ~~serve.~~our ~~For~~reportable segments: Healthcare Solutions, ~~those~~(which ~~industry~~includes ~~verticals include~~ dental, medical devices, personalized health services and regenerative medicine.) ~~For~~and Industrial Solutions, ~~those~~(which ~~industry~~includes ~~verticals include~~ aerospace, defense, transportation and general manufacturing). We ~~architect~~have ~~solutions~~more ~~specific~~than to35 ~~customers’~~years ~~needs through a combination~~ of ~~materials,~~experience ~~hardware~~and ~~platforms~~expertise, ~~software,~~which ~~professional~~have ~~services~~proven ~~and~~vital ~~advanced~~to ~~manufacturing~~our –development ~~creating~~of aan ~~path~~ecosystem and end-to-end ~~integrating~~digital ~~additive~~workflow ~~manufacturing~~solutions ~~into~~that ~~traditional~~enable ~~production~~customers ~~environments.~~to Asoptimize aproduct ~~result~~designs, ~~manufacturers~~transform ~~achieve design freedom~~workflows, ~~increase~~bring ~~agility,~~innovative ~~scale~~products ~~production~~to ~~and~~market ~~improve their overall total cost of operation. Our technologies~~ and ~~process~~drive ~~knowledge~~new ~~enable~~business ~~over a million production parts to be made through additive manufacturing each day~~models.

Recent Developments

Fiscal Year 2023 Restructuring Plan

Restructuring Plan Objectives and Status of Execution

In 2023, the Company commenced a multi-faceted restructuring plan (the “2023 Restructuring Plan”) which was intended to improve operating efficiencies throughout the organization and drive long-term value creation. The key initiatives of the plan were announced in 2023 and included:

•improving manufacturing efficiencies related to the Company’s European metal printer operations by (1) in-sourcing certain metal printer platforms into the Company’s Riom, France manufacturing facility and (2) co-locating the engineering and manufacturing of in-sourced metal printer products in order to improve cycle time from development to production;

•reducing headcount throughout all functions and areas of the Company; and

•rationalizing the Company's geographic footprint through the exit of leased facilities.

As of December 31, 2024, the Company has completed its in-sourcing activities. Actions taken to reduce headcount under the 2023 Restructuring Plan commenced during the year ended December 31, 2023 and were completed during the year ended December 31, 2024.

During the fourth quarter of 2023, as part of its efforts to rationalize its geographic footprint, the Company began identifying and evaluating opportunities to exit leased facilities, whether by early termination of a lease, non-renewal of a lease, or ceasing use with an intent to sublease a facility. As part of these restructuring efforts, during the year ended December 31, 2024, the Company (1) partially or fully exited 18 leased facilities that were identified as part of the Company's plan and (2) commenced active marketing efforts to sublease the available space in facilities that were either partially or fully exited, but have a continuing lease. The Company exited one additional lease in the first quarter of 2025, and has now exited all facilities identified as part of its facilities rationalization plan under the 2023 Restructuring Plan.

2023 Restructuring Plan Costs, Cash Settlements and Recognized Liabilities

Headcount Reductions

We incurred a total of $8.2 million in severance and termination benefit costs related to headcount reductions between inception of our 2023 Restructuring Plan and the completion of headcount reductions under the plan during the year ended December 31, 2024. These costs were generally recognized when probable and estimable because they were typically determined consistent with the Company’s past practices or statutory law. Accordingly, a substantial portion of the severance and termination benefit costs attributable to our 2023 Restructuring Plan were recorded during our fiscal year ended December 31, 2023, while the execution of the headcount reductions and the settlements of the associated costs continued into and throughout our fiscal year ended December 31, 2024. During the year ended December 31, 2024, as a result of a decision to continue operating certain facilities (i.e., a change to the original 2023 Restructuring Plan), the Company reduced its accrual for certain severance and termination benefit costs that had previously been recorded to cost of sales. This reduction to the Company's severance and termination benefits accrual was substantially offset by new accruals for incremental headcount reductions that were recorded to selling, general, and administrative expense and research and development expense. Refer to the tables that follow for additional details.

The following table provides details regarding the net severance, termination benefit and other employee costs that were incurred (or reversed) under our 2023 Restructuring Plan and amounts that were settled with cash during the years ended December 31, 2024 and 2023, as well as the related accrued liability balances included in our consolidated balance sheets as of December 31, 2024 and 2023:

(in thousands)	December 31, 2024		December 31, 2023
Balance at beginning of period	$	3,933	$	—
Costs incurred and other adjustments to accrued liability during the period	(30)		8,242
Amounts settled with cash	(3,416)		(4,309)
Balance at the end of period	$	487	$	3,933

The financial statement impacts of (1) severance, termination benefits and other employee costs that were incurred under our 2023 Restructuring Plan during the years ended December 31, 2024 and 2023 and (2) adjustments recorded with respect to the liability recognized under the 2023 Restructuring Plan during the year ended December 31, 2024 are reflected in our consolidated statements of operations as follows:

	Year Ended
(in thousands)	December 31, 2024		December 31, 2023
Total cost of sales a	$	(785)	$	1,401
Selling, general and administrative	370		5,598
Research and development	385		1,243
Total	$	(30)	$	8,242

a.Only restructuring costs recorded to cost of sales have been included in our reported segment results, as gross profit is our measure of segment profitability. All severance and termination costs recorded to costs of sales are included in our Healthcare segment and, accordingly, are reflected in the Healthcare segment's reported gross profit. There were no facility termination costs or impairment costs included in the amounts reported for consolidated or segment cost of sales. See Note 21 for the reported gross profit for each of our reportable segments.

Facilities Rationalization

Since inception of the 2023 Restructuring Plan, we have incurred $0.6 million in lease termination costs. During 2023, we recorded $0.6 million in incremental impairment charges related to certain fixed assets that have been retired in connection with the Company’s restructuring. However, since inception of our 2023 Restructuring Plan, with the exception of certain amounts paid to terminate certain leases early, our consolidated financial statements have not reflected material transactions or charges resulting from the decisions to cease the use of facilities for our own operations because the facilities for which we have a continuing leases (and any related assets, as applicable) generally have not yet qualified to be measured for impairment separate from the asset group to which they have historically belonged, which typically occurs when we have entered into a sublease.

Other Strategic Business Decisions and Cost Saving Initiatives

Geomagic

In December 2024, the Company entered into a definitive agreement for the sale of its Geomagic software business ("Geomagic"), which is included in our Industrial Solutions segment, to Hexagon AB for $123 million, subject to customary adjustments. The divestiture is expected to be completed by the end of the second quarter of 2025, subject to the satisfaction of certain closing conditions. The Company determined that the associated assets and liabilities met the held for sale criteria during December 2024. Accordingly, the Company classified $3.2 million of assets and $10.3 million of liabilities as held for sale in the Company’s consolidated balance sheet as of December 31, 2024. No loss was recognized to measure the disposal group at the lower of its carrying value or fair value less costs to sell. The disposal group has not been presented as a discontinued operation in the accompanying consolidated financial statements because the sale of Geomagic does not represent a strategic shift that will have a major effect on the Company’s operations.

Oqton

The Company previously disclosed during the year ended December 31, 2023 that it is more likely than not that Oqton, Inc. ("Oqton") MOS would be sold or otherwise disposed of. In connection with the expectation to sell or otherwise dispose of Oqton MOS, management previously assessed whether the carrying value of this asset group’s long-lived assets was recoverable, and determined that it was not recoverable. As a result, the Company recorded a $13.6 million charge to recognize the full impairment of the asset group's intangible assets during the year ended December 31, 2023.

During May 2024, the Company completed the sale of the portion of the Oqton MOS business that was focused on the dental market ("Oqton Dental") in exchange for a de minimis amount of cash, resulting in the transfer of a limited portion of Oqton MOS's personnel and a de minimis amount of fixed assets. The sale of Oqton Dental did not qualify as a discontinued operation, as it did not represent a strategic shift that will have a major effect on the Company's overall business operations; however, the transfer of personnel is expected to provide cost savings from the date of the disposal of Oqton Dental. The Company continues to evaluate strategic alternatives related to the remaining portion of Oqton MOS that the Company continues to hold.

2025 Restructuring Plan

In March 2025, the Company authorized the next phase of its multi-faceted cost savings and restructuring initiative (the “"2025 Restructuring Plan”"). The 2025 Restructuring Plan includes initiatives to deliver sustainable growth and profitability, enabled by a streamlining of both infrastructure and business processes, while consistently investing in core research and development ("R&D") activities to support long-term growth opportunities. ~~The~~Additionally, ~~expected~~in ~~annual~~May ~~savings~~2025, ~~from~~in response to the ~~2025~~uncertain ~~Restructuring~~macroeconomic ~~Plan~~environment, ~~are~~the ~~significant~~Company ~~and~~announced ~~will~~an ~~begin~~incremental tocost bereduction ~~realized~~initiative ~~beginning~~focused inon ~~the~~labor ~~first~~force ~~half~~reductions ofto ~~2025~~deliver incremental cost savings.

~~Acquisitions/Investments~~We incurred $8.5 million in severance and termination benefit costs related to headcount reductions during the year ended December 31, 2025. These costs were primarily cash charges and were generally recognized when probable and estimable consistent with the Company’s past practices or statutory law. The Company does not expect to incur significant additional restructuring charges in 2026 related to the 2025 Restructuring Plan.

~~The Company made the following significant acquisitions and investments during our fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022.~~Divestitures

33In December 2024, the Company entered into a definitive agreement with Hexagon AB for the sale of its Geomagic software business ("Geomagic"), which was included in our Industrial Solutions segment. On April 1, 2025, the Company completed the sale of Geomagic and received $119.4 million in cash, which reflected applicable purchase price adjustments. The Company recorded a pre-tax gain of $125.7 million from the sale of Geomagic in the year ended December 31, 2025.

~~Acquisition~~In September 2025, the Company entered into a definitive agreement for the sale of ~~Wematter~~its 3DXpert and Oqton businesses to Hubb Global Holdings, LLC. On October 31, 2025, the Company completed the sale of the 3DXpert and Oqton businesses for $3.3 million in cash, which reflected applicable purchase price adjustments, plus a revenue-based royalty receivable which had a present value of $7.1 million.

InNeither ~~July 2023, the Company completed the acquisition~~ of ~~Wematter~~these ABdivestitures ~~(“Wematter”),~~is apresented ~~Swedish~~as 3Ddiscontinued ~~printer~~operations ~~manufacturer, for which post-acquisition results are included~~ in our Industrial Solutions segment. The acquisition broadens 3D Systems’ Selective Laser Sintering (SLS) portfolio. Consideration for this acquisition consisted of approximately $10.2 million in cash, subject to customary post-closing adjustments. The Company also may be required to pay an additional €2.0 million in cash, contingent upon the ~~achievement~~consolidated offinancial ~~certain~~statements ~~post-closing~~because ~~performance~~they ~~conditions~~do ~~and~~not ~~the~~represent ~~continued~~a ~~employment~~strategic ofshift ~~certain~~that ~~key~~will ~~employees~~have ofa ~~Wematter~~major ~~for~~impact ~~two~~on ~~years after~~ the ~~closing~~Company's ~~date of the acquisition~~operations. ~~As of December 31, 2024, management does not believe that achievement of the post-closing performance conditions is probable.~~

~~Theradaptive, Inc.~~29

In June 2023, we made an $8.0 million investment in Theradaptive, Inc. ("Theradaptive") via the purchase of Series A Preferred Stock. Theradaptive is currently developing a protein that encourages bone growth. This biotechnology could be applied to 3D printed metal splints for patients who otherwise may require amputation of a limb because the lost bone is too vast to replace with a splint. The Company has accounted for its investment in Theradaptive on a cost basis, subject to assessment for impairment, as the fair value of Theradaptive's equity is not readily determinable, and the investment is not subject to the equity method of accounting due to the Company's lack of significant influence.

National Additive Manufacturing Innovation ("NAMI") Joint Venture

In March 2022, the Saudi Arabian Industrial Investments Company (“Dussur”) and 3D Systems signed an agreement to form a joint venture intended to expand the use of additive manufacturing within the Kingdom of Saudi Arabia and surrounding geographies, including the Middle East and North Africa. The joint venture is to enable the development of Saudi Arabia's domestic additive manufacturing production capabilities, consistent with the Kingdom’s ‘Vision 2030,’ which is focused on diversification of the economy and long-term sustainability. Upon entering into the agreement with Dussur, 3D Systems committed to an initial investment in the joint venture of approximately $6.5 million. In February 2023, the Company became a shareholder in the joint venture and owns 49% of the joint venture's common stock. During April 2023, $3.4 million held in escrow, as well as the additional amount of approximately $3.1 million owed to the joint venture, was deposited into a bank account of the joint venture for use in its operations. In May 2024, the Company and Dussur each made an incremental investment of $2.5 million in the joint venture. During December 2024, the Company entered into a short-term non-interest-bearing loan agreement with NAMI whereby NAMI borrowed $2.0 million to finance its working capital and capital expenditure requirements. Additional future investments in the joint venture are contingent upon agreement by the parties to the joint venture to invest additional capital.

Enhatch Inc.

In March 2022, we made a $10.0 million investment in Enhatch Inc. (“Enhatch”), the developer of the Intelligent Surgery Ecosystem, in exchange for shares of Enhatch convertible preferred stock, a warrant to purchase common shares of Enhatch, and the right to purchase in the future the remaining shares of Enhatch that 3D Systems does not own if certain revenue targets are achieved (the “call option”). We simultaneously entered into a collaboration and supply agreement with Enhatch. Enhatch's Intelligent Surgery Ecosystem provides technologies which streamline and scale the design and delivery of patient-specific medical devices by automating the process. Incorporating these capabilities into 3D Systems’ workflow for patient-specific solutions, which includes advanced software, expert treatment planning services, custom implants, instrumentation design, and industry-leading production processes, will help more efficiently meet the growing demand for personalized medical devices.

In December 2024, the Company entered into an amended and restated warrant agreement with Enhatch which restated the terms of the warrant received in connection with the Company's March 2022 investment in their entirety by increasing the number of Enhatch common shares that may be purchased, decreasing the exercise price, modifying the exercise conditions, eliminating the net settlement feature, and accelerating the expiration date to June 1, 2025. In December 2024 and January 2025, the Company exercised the first tranche of the warrant for $0.6 million in cash and the second tranche of the warrant for $0.6 million in cash, respectively. The Company initially measured and recorded the Enhatch common shares purchased upon the exercise of the first and second tranche of the warrant at their estimated acquisition date fair values. Effective upon the exercise of the first tranche of the amended and restated warrant agreement in December 2024, due to the Company's ability to exert significant influence over the financial and operating policies of Enhatch, the Company began accounting for its investment in Enhatch common shares under the equity method of accounting. Under the equity method of accounting, the Company is required to recognize its proportionate share of Enhatch's reported net income or loss, which the Company recognizes on a one quarter lag. If the remaining underlying exercise conditions of the warrant are achieved, the Company may be required to pay up to an additional $0.9 million of cash to purchase Enhatch common shares prior to the warrant expiration on June 1, 2025.

Investing in Regenerative Medicine

Within our Healthcare Solutions segment, a portion of our business focuses on opportunities for additive manufacturing to be applied to regenerative medicine. To date, our efforts in the area of regenerative medicine have consisted primarily of pre-commercial bio-technology research and development (“R&D”) in the areas described below.

Our first area of focus is the use of additive manufacturing for human organ transplantation, with a long-term goal of helping patients with end-stage disease receive transplants that will enable them to enjoy long and active lives. This program combines our 3D printing expertise and capabilities in human tissue engineering with the regenerative medicine and biotechnology expertise of a key strategic partner. Through the start of 2024, our program focused on developing the capability to print organ scaffolds for human lungs, kidneys and livers. However, beginning in the first quarter of 2024, due to changes to our arrangement with and funding from our key strategic partner, the Company’s continuing organ program shifted its focus to developing the capability to print human lung scaffolds, for which the related R&D efforts will continue to be primarily funded by our key strategic partner.

Our second area of focus seeks to utilize our bio-printing capabilities to design and manufacture 3D-printed vascularized “organs-on-chips” for use in drug development by pharmaceutical industry customers through our wholly-owned biotech company, Systemic Bio. We believe that “organs-on-chips” can accelerate the drug development process and reduce the cost of pre-clinical drug testing, as well as reduce the pharmaceutical industry’s reliance on animal testing. Systemic Bio combines 3D Systems’ legacy expertise in high-resolution 3D printing with advanced capabilities in bioprinting and biomaterials to design and market 3D-printed, vascularized “organs-on-chips”. During the year ended December 31, 2023, Systemic Bio entered into its first commercial contracts with pharmaceutical industry customers.

Background

We earn revenue from the sale of products and services through our Healthcare Solutions and Industrial Solutions segments. The product categories include 3D printers and corresponding materials, digitizers, software licenses, 3D scanners and haptic devices. The majority of materials used in our 3D printers are proprietary. The services categories include maintenance contracts and services on 3D printers, software maintenance, software as a service subscriptions and healthcare solutions services.

Given the relatively high price of certain 3D printers and a corresponding lengthy selling cycle, as well as relatively low unit volume of the higher-priced printers in any particular period, a shift in the timing and concentration of orders and shipments from one period to another can materially affect reported revenue in any given period.

In addition to changes in sales volumes, there are two other primary drivers of changes in revenue from one period to another: (1) the combined effect of changes in product mix and average selling prices and (2) the impact of fluctuations in foreign currencies. As used in this MD&A, the price and mix effects relate to changes in revenue that are not able to be specifically attributed to changes in unit volume or changes in foreign exchange rates.

~~Consolidated~~RESULTS ~~Financial~~OF ~~Results for the Years Ended December 31, 2024 and 2023~~OPERATIONS

	Year Ended December 31,
(in thousands)	2024		2023
Revenue:
Products	$	279,178	$	328,731
Services	160,943		159,338
Total revenue	440,121		488,069
Cost of sales:
Products	175,859		203,258
Services	100,084		88,390
Total cost of sales	275,943		291,648
Gross profit	164,178		196,421
Operating expenses:
Selling, general and administrative	210,132		210,172
Research and development	86,479		89,466
Asset impairment charges	144,967		302,787
Total operating expenses	441,578		602,425
Loss from operations	(277,400)		(406,004)
Non-operating income:
Foreign exchange gain (loss), net	2,452		(4,825)
Interest income	7,302		19,511
Interest expense	(2,564)		(3,301)
Other income, net	20,214		32,307
Total non-operating income (loss)	27,404		43,692
Loss before income taxes	(249,996)		(362,312)
(Provision) benefit for income taxes	(2,193)		641
Loss on equity method investment, net of income taxes	(3,404)		(1,282)
Net loss before redeemable non-controlling interest	(255,593)		(362,953)
Less: net loss attributable to redeemable non-controlling interest	—		(265)
Net loss attributable to 3D Systems Corporation	$	(255,593)	$	(362,688)

Comparison of Results of Operations


	Year Ended December 31,
(in thousands)	2025		2024		Change
Revenue	$	386,902	$	440,121	$	(53,219)
Cost of sales	255,857		275,943		(20,086)
Selling, general and administrative expenses ("SG&A")	161,331		210,132		(48,801)
Research and development expenses ("R&D")	65,037		86,479		(21,442)
Asset impairment charges	760		144,967		(144,207)
Loss from operations	$	(96,083)	$	(277,400)	$	181,317

~~Operating Results for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023~~Revenue

~~Consolidated~~The following table sets forth changes in our revenue for the year ended December 31, 2025.

The following table sets forth factors contributing to the changes in our products and services revenue for the year ended December 31, 2024, as compared to our products and services revenue reported for the year ended December 31, 2023.


(Dollars in thousands)	Products				Services				Total
Revenue — year ended December 31, 2024	$	279,178			$	160,943			$	440,121
Change in revenue:
Volume	(56,138)		(20.1)	%	439		0.3	%	(55,699)		(12.7)	%
Price/mix	(3,025)		(1.1)	%	—		—	%	(3,025)		(0.7)	%
Foreign currency translation	3,390		1.2	%	2,115		1.3	%	5,505		1.3	%
Net change	(55,773)		(20.0)	%	2,554		1.6	%	(53,219)		(12.1)	%
Revenue — year ended December 31, 2025	$	223,405			$	163,497			$	386,902

(Dollars in thousands)	Products				Services				Total
Revenue — year ended December 31, 2023	$	328,731			$	159,338			$	488,069
Change in revenue:
Volume	(31,678)		(9.6)	%	2,083		1.3	%	(29,595)		(6.1)	%
Price/mix	(17,008)		(5.2)	%	1		—	%	(17,007)		(3.5)	%
Foreign currency translation	(867)		(0.3)	%	(479)		(0.3)	%	(1,346)		(0.3)	%
Net change	(49,553)		(15.1)	%	1,605		1.0	%	(47,948)		(9.8)	%
Revenue — year ended December 31, 2024	$	279,178			$	160,943			$	440,121

For the year ended December 31, 2025, revenue decreased $53.2 million, or 12.1%, compared to the year ended December 31, 2024. The decrease in revenue was primarily due to a decline in product revenue of $55.8 million driven by lower materials volume to customers in the dental, service bureaus, and jewelry markets, and the impact of divestitures. Service revenue increased $2.6 million due to increased volume and the impact of foreign currency translation which was partially offset by the impact of the divestitures. Service revenue for the year ended December 31, 2024 was also impacted by an $8.7 million reversal of revenue due to a cumulative catch-up adjustment under a collaboration arrangement as the Company determined that incremental revenue attributable to milestone payments that are contingent upon the achievement of contractual development criteria are no longer probable of being earned.

~~Products revenue~~30

~~For~~Cost the year ended December 31, 2024, products revenue decreased by $49.6 million, or 15.1%, as compared to the year ended December 31, 2023. Industrial Solutions products revenue decreased $31.7 million primarily due to lower sales volume. The decrease in products sales volumes in our Industrial Solutions segment was reflective of ~~lower materials~~ sales ~~to customers in the service bureaus~~ and ~~jewelry~~gross ~~markets and lower printer sales to customers in the consumer auto and academic markets.~~ profit

Healthcare Solutions products revenue decreased by $17.9 million, or 14.4% as compared to the year ended December 31, 2023, primarily due to a decline in printer sales volume in the dental market, including lower printer sales to a key customer, and unfavorable price/mix due to a significant increase in the volume of material sales to our key customer in the dental industry at lower pricing. These declines were partially offset by an overall increase in materials sales volumes.


	Year Ended December 31,
	2025				2024				Change in Gross Profit				Change in Gross Profit Margin
(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$		%		Percentage Points	%
Products	$	72,260	32.3	%	$	103,319	37.0	%	$	(31,059)	(30.1)	%	(4.7)	(12.7)	%
Services	58,785		36.0	%	60,859		37.8	%	(2,074)		(3.4)	%	(1.8)	(4.8)
Total	$	131,045	33.9	%	$	164,178	37.3	%	$	(33,133)	(20.2)	%	(3.4)	(9.1)	%

~~Services~~For ~~revenue~~the year ended December 31, 2025, cost of sales decreased to $255.9 million compared to $275.9 million for the year ended December 31, 2024. This decline was primarily attributable to a lower volume of printer and material sales. Gross profit for the year ended December 31, 2025 decreased $33.1 million, or 20.2%, compared to the year ended December 31, 2024. The decrease in gross profit was primarily due to a combination of lower materials sales volumes and the impact of the divestitures. Gross profit margin decreased to 33.9% for the year ended December 31, 2025 compared to 37.3% for the year ended December 31, 2024, primarily due to the divestitures and lower sales volumes.

~~For the year ended December 31~~Selling, ~~2024,~~general ~~services~~and ~~revenue~~administrative increased by $1.6 million, or 1.0%, as compared to the year ended December 31, 2023. Higher sales volume resulted in an increase of $10.8 million, which was partially offset by an $8.7 million reversal of revenue in the year ended December 31, 2024 due to a change in estimate under a collaboration arrangement in the Healthcare Solutions segment as discussed below. Services revenue increased $7.2 million in our Industrial Solutions segment, which was partially offset by a decline of $5.6 million in our Healthcare Solutions segment.expenses

~~The~~For ~~volume~~the ~~increase~~year inended ~~our~~December ~~Healthcare~~31, ~~Solutions~~2025, ~~services~~SG&A ~~revenue~~decreased ~~was due to higher personalized healthcare solutions revenue and printer service maintenance agreements of~~ $348.28 million., ~~The~~or ~~volume increase in our Healthcare Solutions services revenue was more than offset by an $8~~23.72%, ~~million~~compared ~~reversal~~to ~~of revenue in~~ the year ended December 31, 2024. ~~due~~The ~~to a cumulative catch~~year-upover-year ~~adjustment~~decline ~~under~~in aSG&A ~~collaboration~~was ~~arrangement~~primarily asdue ~~the Company determined that incremental revenue attributable~~ to ~~milestone payments that are contingent upon the achievement of contractual development criteria are no longer probable of being earned.~~ :

~~The~~•$21.3 ~~volume~~million ~~increase~~decrease in ~~our~~compensation ~~Industrial~~and ~~Solutions~~benefits ~~services~~expense ~~revenue was~~ primarily related to ~~increases~~lower incompensation ~~revenue~~expense ~~generated~~due ~~from~~to ~~parts~~the ~~manufacturing~~impact of our restructuring actions and ~~hardware~~lower ~~maintenance~~stock-based ~~services.~~ compensation expense;

~~Total~~•$19.0 ~~revenue~~million decrease in third-party service provider and consulting costs due to the increased cost to complete our fiscal 2023 audit during the year ended December 31, 2024, and decreased legal fees; and

~~Total consolidated revenue for the year ended December 31, 2024 decreased by~~ •$4710.92 million, ~~or 9.8%, to $440.1 million, compared to $488.1 million for the year ended December 31, 2023. This~~ decrease ~~was~~in ~~primarily~~intangible ~~driven~~asset byamortization ~~the~~expense ~~$31.7~~due ~~million~~to ~~impact of~~ lower ~~products~~intangible ~~sales~~asset ~~volumes~~balances ~~and~~in ~~the~~2025 ~~$17.0~~because ~~million unfavorable impact~~ of ~~price/mix on products revenue, which was partially offset by~~ the ~~$2.1~~impairment ~~million~~charges ~~impact~~assessed ofduring the ~~increase~~quarter inended ~~services~~September ~~revenue.~~30, ~~Refer~~2024, toas ~~the~~described ~~detailed~~further ~~discussions~~below; ~~above.~~

37•partially offset by a $4.7 million increase due to severance costs associated with our restructuring actions.

~~Consolidated~~Research ~~gross~~and ~~profit~~development expenses

	Year Ended December 31,
	2024				2023				Change in Gross Profit				Change in Gross Profit Margin
(Dollars in thousands)	Gross Profit		Gross Profit Margin		Gross Profit		Gross Profit Margin		$		%		Percentage Points	%
Products	$	103,319	37.0	%	$	125,473	38.2	%	$	(22,154)	(17.7)	%	(1.2)	(3.1)	%
Services	60,859		37.8	%	70,948		44.5	%	(10,089)		(14.2)	%	(6.7)	(15.1)	%
Total	$	164,178	37.3	%	$	196,421	40.2	%	$	(32,243)	(16.4)	%	(2.9)	(7.2)	%

For the year ended December 31, 2025, R&D decreased $21.4 million, or 24.8%, compared to year ended December 31, 2024. The year-over-year decline in R&D was primarily due to:

~~Gross profit for the year ended December 31, 2024 decreased~~ •$3215.28 million, ordecrease ~~16.4%,~~in tocompensation ~~$164.2~~and ~~million,~~benefits ~~compared~~expense toand ~~$196.4~~other ~~million~~R&D ~~for~~expenses ~~the~~primarily ~~year~~due ~~ended December 31, 2023. Gross profit margin for the year ended December 31, 2024 decreased~~ to ~~37.3%,~~improved asoperating ~~compared~~efficiency toand ~~40.2%,~~cost ~~for~~reductions ~~the~~realized ~~year~~from ~~ended December 31, 2023, primarily driven by the decrease in both~~ our ~~products~~restructuring ~~and services gross profit margin (as discussed in greater detail below)~~activities.

Products gross profit and gross profit margin

For the year ended December 31, 2024, gross profit from products sales decreased by $22.2 million, or 17.7%, as compared to the year ended December 31, 2023. The most significant contributors to the decrease in our products gross profit margin for the year ended December 31, 2024 were (1) a $6.0 million increase in the provision recorded for inventory obsolescence during the year ended December 31, 2024, as compared to the year ended December 31, 2023, (2) lower sales volume and (3) unfavorable manufacturing variances.

Services gross profit and gross profit margin

For the year ended December 31, 2024, gross profit from services sales decreased $10.1 million, or 14.2%, as compared to the year ended December 31, 2023. The decrease in services gross profit was primarily driven by a decrease in revenue recognized under a collaboration arrangement as the Company determined that incremental revenue attributable to milestone payments that are contingent upon the achievement of contractual development criteria are no longer probable of being earned. As there was no direct cost associated with the milestone revenue under the collaboration arrangement; therefore, the entire $8.7 million reversal of revenue in the year ended December 31, 2024 contributed to a decrease in our reported gross profit.

Consolidated selling, general and administrative expense

Selling, general and administrative ("SG&A") expense for the year ended December 31, 2024 decreased $0.1 million to $210.1 million, compared to $210.2 million for the year ended December 31, 2023.

The primary drivers of the $0.1 million decrease in SG&A expense are as follows:

Primary drivers (in thousands)	Increase / (Decrease)
Volumetric earnout reversal	$	17,244
Compensation and benefits	(20,132)
Audit, legal and third-party consulting costs	5,868
Other	(3,020)
Total change	$	(40)

Volumetric earnout

Prior to the year ended December 31, 2023, the Company had been accruing for a $65 million potential earnout payment (compensation expense) because the Company had concluded that a non-financial, scientific milestone included in the acquisition agreement related to the Company's December 2021 acquisition of Volumetric was probable of achievement. However, during the year ended December 31, 2023, the Company concluded that this non-financial, scientific milestone was no longer probable of achievement given a reduction in the budgeted funding for the related R&D efforts. As a result, the Company reversed all of the previously recognized earnout expense related to the milestone during the year ended December 31, 2023. The Company did not recognize any earnout expense related to the milestone during the year ended December 31, 2024, and as a result of events that have occurred during the year, the Company notified the sellers of Volumetric that they are no longer eligible to earn any of the milestone-based earnout payments contemplated in the Volumetric acquisition agreement. Refer to the discussions in Note 17 and Note 22 to the consolidated financial statements for additional details regarding the Company's cancellations of the Volumetric sellers' rights to future earnout payments, as well as actions taken in response to these cancellations.

Compensation and benefits

Compensation and benefits costs decreased by $20.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This decrease was primarily driven by a $13.7 million decrease in stock-based compensation expense (excluding the Volumetric earnout expense subject to settlement in shares of our common stock and discussed above), and a $5.1 million decrease in severance expense. The decrease in stock-based compensation expense for the year ended December 31, 2024 is primarily due to (1) the delayed grant of fiscal year 2024 annual share-based payment awards under the Company's 2015 Incentive Plan until September and October of 2024, as compared to fiscal year 2023 annual share-based payment award grants occurring in April 2023, and (2) a decrease in the overall grant date fair value of 2024 annual share-based payment awards under the Company's 2015 Incentive Plan, as compared to previous years' awards that vested during or before the year ended December 31, 2024.

Severance expense decreased by $5.1 million for the year ended December 31, 2024 due to higher severance and termination benefit costs that were recorded to SG&A expense during the year ended December 31, 2023 in connection with our 2023 Restructuring Plan. Under our 2023 Restructuring Plan, employee severance and termination benefit costs generally were recognized when probable and estimable because they are typically being determined consistent with the Company’s past practices or statutory law. Furthermore, the classification of these severance and termination benefit costs in our consolidated statements of operations is based upon the classification of the ordinary compensation expense attributable to the impacted employees.

Audit, legal and third-party consulting costs

Audit, legal and third-party consulting costs increased $5.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to the significant increases in the cost to complete our fiscal year 2023 audit, including costs paid to our former independent registered public accounting firm and third-party accounting and finance consulting support costs. The increases in audit and third-party consulting costs were partially offset by lower acquisition-related legal costs as compared to the year ended December 31, 2023.

Consolidated research and development expense

R&D expense for the year ended December 31, 2024 decreased $3.0 million, or 3.3%, to $86.5 million, as compared to $89.5 million for the same period last year. The decrease was primarily driven by a $3.9 million decrease in employee compensation and benefit costs, a $1.9 million decrease in materials costs and a $0.6 million decrease in external workforce cost. These decreases were partially offset by a $3.8 million increase in R&D expense related to the Company's discontinued kidney and liver regenerative medicine program.

Asset impairment charges

During the year ended December 31, ~~2024~~2025, wethe ~~recorded~~Company ~~aggregate~~recognized ~~impairment~~a ~~charges of~~ $~~145.~~0.6 million ~~related~~impairment toof ~~intangible~~a ~~assets~~right ~~(inclusive~~ of ~~goodwill)~~use ~~and~~asset ~~tangible~~related ~~assets~~to asa ~~compared~~lease toof ~~$302.8~~a ~~million~~facility inthat ~~impairment~~was ~~charges~~exited ~~recorded~~as ~~during~~part ~~the~~of ~~year~~its ~~ended~~2025 ~~December~~Restructuring ~~31,~~Plan ~~2023.~~and ~~The~~could ~~following~~not ~~table~~be ~~summarizes~~subleased. ~~the~~The impairment ~~charges~~is ~~recorded~~included ~~during~~within ~~the~~Asset ~~years~~impairment ~~ended~~charges ~~December~~in ~~31,~~our ~~2024~~consolidated ~~and~~statements ~~2023:~~of operations.

39During the year ended December 31, 2024, the Company recognized a goodwill impairment charge of $101.4 million related to the Healthcare Solutions reporting unit. This charge resulted from an interim impairment test performed during the three months ended September 30, 2024, which indicated the reporting unit's carrying value exceeded its fair value due to revised long-range cash flow forecasts prepared during the Company’s annual planning process. The impairment is included within Asset impairment charges in our Consolidated Statements of Operations.

	Year Ended
Nature of Impairment Charge (in thousands)	December 31, 2024		December 31, 2023
Goodwill	$	101,445	$	279,808
Indefinite-life intangible asset (dp polar IPR&D)	—		5,554
Finite-life intangible assets	32,432		17,425
Property and equipment	5,911		—
Right-of-use assets	5,179		—
Total impairment charges	$	144,967	$	302,787

~~Impairment~~In ~~charges~~addition, ~~recorded~~ during the year ended December 31, 2024, the Company recorded an aggregate impairment charge of $42.3 million, within Asset impairment charges in our Consolidated Statements of Operations, as a result of concluding that the carrying value of the primary asset group underlying the Company's core operations exceeded the fair value of the asset group as of September 30, 2024. Of this amount, $31.2 million was allocated to intangible assets, $5.9 million to property and equipment and $5.2 million to right-of-use assets.

~~As a result of the significant decline in the trading price of our common stock and our market capitalization during the three months ended September 30, 2024, as well as reduced long~~Non-~~term~~operating cash flow forecasts prepared in connection with the Company's long-range planning process, the Company concluded that the performance of an interim period goodwill impairment test was required as of September 30, 2024. Upon completion of this interim period goodwill impairment test, the Company concluded that the carrying value of the Healthcare Solutions reporting unit exceeded its fair value by $101.4 million and recognized this amount within asset impairment charges on our consolidated statement of operations. income

InThe ~~addition,~~following ~~during~~table ~~the~~sets ~~three~~forth ~~months ended September 30, 2024,~~ the ~~Company~~components concluded that there were indicators that the primary asset group underlying the Company's core operations should be tested for recoverability based on reported losses and negative cash flows for both current and historical reporting periods, combined with the significant decline in the Company's stock price during the period. Upon assessing this asset group for recoverability, the Company concluded that the asset group's carrying value exceeded the undiscounted cash flows that the asset group was expected to generate over the estimated remaining useful life of the asset group's primary asset, which was deemed to be acquired technology. Accordingly, the Company further tested this asset group for impairment as of September 30, 2024. As a result of concluding that the carrying value of the primary asset group underlying the Company's core operations exceeded the fair value of the asset group as of September 30, 2024, the Company recorded an aggregate impairment loss of $42.3 million within asset impairment charges on our consolidated statement of operations. After consideration of the relative carrying values of the longnon-~~lived~~operating assets comprising this asset group, as well as the long-lived asset fair values below which asset carrying amounts should not be impaired, the Company recorded impairment charges of $31.2 million, $5.9 million, and $5.2 million (representing the allocation of the aggregate impairment charge of $42.3 million) to intangible assets; property and equipment; and right-of-use assets, respectively. An additional intangible asset impairment charge of $1.2 million was recognized in the three months ended December 31, 2024.income:

Impairment charges recorded during the year ended December 31, 2023


	Year Ended December 31,
(in thousands)	2025		2024		Change
Foreign exchange gain, net	$	3,637	$	2,452	$	1,185
Interest income	3,956		7,302		(3,346)
Interest expense	(5,162)		(2,564)		(2,598)
Gain on disposition	139,590		—		139,590
Other income, net	3,654		20,214		(16,560)
Total non-operating income	$	145,675	$	27,404	$	118,271

~~The~~Foreign ~~$279.8~~exchange ~~million goodwill impairment charge recorded for the year ended December 31~~gain, 2023 reflected the impairment of goodwill that had been assigned to our Industrial Solutions reporting unit based upon the result of our annual goodwill impairment test. This outcome of our annual goodwill impairment test reflected the significant and sustained drop in the Company's stock price and market capitalization leading up to and as of the testing date, as well as the significantly higher carrying value (including the goodwill balance) of our Industrial Solutions reporting unit compared to our Healthcare Solutions reporting unit. Refer to Note 9 to the consolidated financial statements included in Item 8 of this Form 10-K for additional details on the 2024 and 2023 impairment charges.net

~~For~~Foreign ~~the~~exchange ~~year ended December 31~~gain, ~~2023,~~net weincreased ~~recognized~~by ~~impairment charges related to (~~$1~~) our indefinite-life intangible asset balance, consisting solely of dp polar's IPR&D, and (~~.2) million certain of our finite-life intangible assets, consisting of intangible assets included in our Oqton MOS and dp polar asset groups. These impairment charges were triggered by the Company's decision to cease the development of dp polar's IPR&D for the ~~foreseeable~~year ~~future~~ended ~~and~~December ~~the~~31, ~~Company's~~2025 ~~conclusion~~compared ~~that it would more likely than not sell or otherwise dispose of Oqton MOS. Based upon a determination that the dp polar and Oqton MOS intangible assets were no longer expected~~ to ~~produce or contribute to~~ the ~~production~~year ofended ~~positive~~December ~~cash flows for the Company~~31, ~~the~~2024 ~~Company~~primarily ~~recorded~~due ~~impairment charges~~ to ~~write~~realized ~~their~~and ~~carrying~~unrealized ~~values~~gains ~~down~~resulting tofrom ~~$0.~~the ~~Refer~~settlement ~~to our discussion~~ of ~~"Other~~receivables ~~Strategic Business Decisions~~ and ~~Cost~~payables ~~Saving~~in ~~Initiatives"~~a ~~and~~currency ~~Note~~other 8than to the ~~consolidated~~subsidiaries ~~financial~~functional ~~statements included in Item 8 of this Form 10-K for additional details~~currency.

Consolidated operating loss

Our operating loss for the year ended December 31, 2024 was $277.4 million, compared to a $406.0 million operating loss for the year ended December 31, 2023. The decrease in our operating loss was primarily attributable to a decrease in non-cash impairment charges of $157.8 million, which was partially offset by a $32.2 million decrease in gross profit. Refer to the discussions of our financial statement line items above for additional details.

Non-Operating Income for the Year Ended December 31, 2024 compared to the Year Ended December 31, 2023

The following table sets forth the components of non-operating income for the year ended December 31, 2024 and 2023.

	Year Ended
(in thousands)	December 31, 2024		December 31, 2023
Non-operating income:
Foreign exchange gain (loss), net	$	2,452	$	(4,825)
Interest income	7,302		19,511
Interest expense	(2,564)		(3,301)
Other income, net	20,214		32,307
Total non-operating income	$	27,404	$	43,692

Foreign exchange gain (loss), net

Foreign exchange gain (loss), net increased $7.2 million for the year ended December 31, 2024, primarily due to realized and unrealized gains related to our foreign operations.

Interest income

~~For~~Interest income decreased $3.3 million for the year ended December 31, ~~2024,~~2025 ~~interest income decreased as~~ compared to the year ended December 31, ~~2023~~2024 due to the Company's lower cash and cash equivalent balances ~~during the year ended December 31, 2024~~.

Interest expense

~~For~~Interest expense increased by $2.6 million for the year ended December 31, ~~2024,~~2025 ~~interest~~compared ~~expense decreased due~~ to the ~~Company's~~year ~~repurchases~~ended ~~of debt in~~ December ~~2023~~31, ~~and March~~ 2024. Inprimarily ~~connection~~due ~~with~~to ~~each~~interest ofexpense ~~these~~related ~~repurchases~~to ~~of debt,~~ the ~~Company~~5.875% ~~wrote~~convertible ~~off~~senior asecured ~~portion~~notes ofdue 2030 (the ~~unamortized~~"2030 ~~debt~~Notes") ~~issuance~~entered ~~costs,~~into ~~which resulted~~ in ~~lower amortization of debt issuance costs within interest expense for~~ the ~~year~~second ~~ended~~quarter ~~December~~of ~~31, 2024~~2025.

Gain on disposition

The gain on disposition of $139.6 million for the year ended December 31, 2025 was due to the sale of the Geomagic business on April 1, 2025 ($125.7 million) and the 3DXpert and Oqton businesses on October 31, 2025 ($13.9 million).

Other income, net

~~For~~Other ~~the year ended December 31, 2024, other~~ income, net, decreased $1216.1 6 million ~~primarily~~for ~~due to~~ the ~~recognition~~year ofended aDecember ~~$21.5~~31, ~~million~~2025 ~~gain~~compared onto the ~~extinguishment of debt during the~~ year ended December 31, 2024, ~~compared~~primarily due to ~~the recognition of~~ a ~~$32.2~~higher ~~million~~ gain on the ~~extinguishment~~repurchase of debt ~~during~~in the year ended December 31, ~~2023~~2024.

41Income Taxes

~~Net~~For ~~loss~~the years ended December 31, 2025 and 2024, we reported income tax expense of $14.9 million and $2.2 million, respectively. The Company's effective tax rates for both years were significantly below blended U.S. and foreign jurisdictions' statutory tax rates primarily due to the Company's reported losses and the recognition of a full deferred tax asset valuation allowance in various jurisdictions in both years. Additionally, the year ended December 31, 2025 was impacted by a gain recognized in connection with the divestiture of Geomagic and some foreign return to provision adjustments recorded in the period.

~~The following table sets forth our net loss for the years ended December 31, 2024 and 2023.~~32

	Year Ended December 31,
(in thousands, except per share amounts)	2024		2023
Loss before income taxes	$	(249,996)	$	(362,312)
(Provision) benefit for income taxes	(2,193)		641
Loss on equity method investment, net of income taxes	(3,404)		(1,282)
Net loss before redeemable non-controlling interest	(255,593)		(362,953)
Less: net loss attributable to redeemable non-controlling interest	—		(265)
Net loss attributable to 3D Systems Corporation	$	(255,593)	$	(362,688)
Net loss per common share:
Basic	$	(1.94)	$	(2.79)
Diluted	$	(1.94)	$	(2.79)

Segment Results

~~For~~The ~~the~~following ~~year~~table ~~ended~~presents ~~December~~the ~~31,~~revenue ~~2024,~~and wegross ~~reported~~profit ~~income~~amounts ~~tax~~reported ~~expense~~by ofeach ~~$2.2 million, as compared to an income tax benefit~~ of ~~$0.6~~our ~~million~~segments for the ~~year ended December 31, 2023. The Company's effective tax rates for the~~ years ended December 31, ~~2024~~2025 and 2023 were significantly below blended U.S. and foreign jurisdictions' statutory tax rates due to (1) the Company's reported losses and (2) the maintenance of a valuation allowance against the Company's deferred tax assets based upon the Company's conclusion that it is more likely than not that its deferred tax assets will not be realized in various tax jurisdictions.2024:

The decrease in the net loss attributable to 3D Systems for the year ended December 31, 2024, as compared to the net loss attributable to 3D Systems for the year ended December 31, 2023, was primarily driven by the period-over period decrease in the Company's consolidated operating loss reported for the year ended December 31, 2024, partially offset by lower non-operating income reported for the year ended December 31, 2024, as compared to the year ended December 31, 2023. In addition, the Company reported a $3.4 million loss on equity method investment, net of income taxes, for the year ended December 31, 2024, as compared to a $1.3 million loss on equity method investment for the year ended December 31, 2023.


	Segment Revenue						Segment Gross Profit
	Year Ended						Year Ended
(in thousands)	December 31, 2025		December 31, 2024		Change		December 31, 2025		December 31, 2024		Change
Healthcare Solutions	$	179,589	$	189,736	$	(10,147)	$	71,806	$	73,499	$	(1,693)
Industrial Solutions	207,313		250,385		(43,072)		59,239		90,679		(31,440)
Total Company	$	386,902	$	440,121	$	(53,219)	$	131,045	$	164,178	$	(33,133)

Segment Financial Results of Operations for the Years Ended December 31, 2024 and 2023

The following table presents the revenue and gross profit amounts reported by each of our segments for the years ended December 31, 2024 and 2023:

	Revenue						Gross Profit
	Year Ended						Year Ended
(in thousands)	December 31, 2024		December 31, 2023		Change		December 31, 2024		December 31, 2023		Change
Healthcare Solutions	$	189,736	$	213,216	$	(23,480)	$	73,499	$	85,150	$	(11,651)
Industrial Solutions	250,385		274,853		(24,468)		90,679		111,271		(20,592)
Total Company	$	440,121	$	488,069	$	(47,948)	$	164,178	$	196,421	$	(32,243)

Healthcare Solutions

Revenue

For the year ended December 31, ~~2024~~2025, Healthcare Solutions revenue decreased $2310.51 million, or 115.03%, as compared to the year ended December 31, ~~2023~~2024. This decrease in segment revenue was primarily due to a ~~decrease~~decline in ~~products~~product revenue of $1722.9 4 million,. ~~primarily~~The ~~reflective~~decline ofin ~~our~~product revenue was primarily due to lower material sales toin the dental market, ~~but~~driven ~~also~~by ~~inclusive~~lower ofvolumes ~~lower~~with ~~printer~~a ~~sales~~key tocustomer. ~~customers~~The decline in ~~the~~product ~~medical~~revenue ~~devices~~was partially offset by a $12.3 million increase in services revenue driven by higher personalized healthcare solutions revenue and ~~other~~parts ~~non-dental~~manufacturing ~~markets~~which was partially offset by a decline in printer services. Service revenue for the year ended December 31, 2024 was ~~down~~impacted primarily by an $58.67 million ~~driven~~reversal byof revenue due to a ~~decrease~~cumulative incatch-up adjustment under a collaboration arrangement as the ~~estimated~~Company ~~recognizable~~determined ~~variable~~that ~~consideration~~incremental ~~related~~revenue attributable to amilestone ~~collaboration~~payments ~~agreement~~that ~~which~~are ~~was~~contingent ~~partially~~upon ~~offset~~the byachievement ~~higher~~of ~~personalized~~contractual ~~healthcare~~development ~~solutions~~criteria ~~revenue~~are ~~and~~no ~~printer~~longer ~~service~~probable ~~maintenance~~of ~~agreements.~~being earned.

Gross Profit

For the year ended December 31, ~~2024~~2025, ~~gross profit for our~~ Healthcare Solutions ~~segment~~gross profit decreased $111.7 million, or 132.73%, as compared to the year ended December 31, ~~2023,~~2024. ~~primarily~~The ~~due to (1) a~~ decrease in ~~the~~segment ~~estimated~~gross ~~recognizable~~profit ~~variable~~was ~~consideration~~primarily ~~related~~due to ~~a collaboration arrangement (2) our~~ lower sales tovolumes the dental market, including the segment's lower printer sales to a key customer, (3) the decrease in products revenue from other markets, and (4) unfavorable price/mix on the segment's products revenue, which was partially offset by ~~increases~~favorable ~~in materials revenue in the dental market and increases in services revenue~~price/mix.

Industrial Solutions

Revenue

For the year ended December 31, ~~2024~~2025, Industrial Solutions revenue decreased $2443.51 million, or 817.92%, as compared to the year ended December 31, ~~2023~~2024. The decrease ~~was~~in ~~primarily~~revenue ~~due~~was related to a ~~$31.7 million~~ decrease in ~~products~~printer ~~revenue~~and ~~reflective~~materials revenue of ~~lower~~$33.3 ~~materials~~million ~~sales~~primarily related to ~~customers~~reduced volumes in the service bureaus and jewelry markets and ~~lower printer sales to customers in~~ the ~~consumer~~impact ~~auto~~of ~~and academic markets~~divestitures, ~~which were~~ partially offset by ~~the~~increased ~~favorable~~sales ~~impact~~in ofthe ~~price/mix~~aerospace ~~primarily~~and ~~related~~defense ~~to materials sales~~market. ~~The~~Service ~~decrease in products~~ revenue ~~was~~decreased ~~partially offset~~ by a $79.28 million ~~increase~~primarily indue ~~services~~to ~~revenue~~the ~~related~~impact toof ~~parts~~divestitures ~~manufacturing~~in ~~and~~the ~~hardware~~year ~~maintenance~~ended ~~services~~December 31, 2025.

Gross Profit

For the year ended December 31, ~~2024~~2025, ~~gross profit for our~~ Industrial Solutions ~~segment~~gross profit decreased $2031.64 million, or 1834.57%, as compared to the year ended December 31, ~~2023,~~2024. ~~which~~The decrease in segment gross profit was primarily ~~driven~~due byto the ~~unfavorable~~ impact of ~~volume~~the ~~on products revenue~~divestitures, ~~partially~~unfavorable ~~offset~~price/mix byand ~~the~~lower ~~increase~~sales ~~in services revenue~~volumes.

~~Segment Financial Results of Operations for the Years Ended December 31, 2023 and 2022~~33

The following table presents the revenue and gross profit amounts reported by each of our segments for the years ended December 31, 2023 and 2022:

	Revenue						Gross Profit
	Year Ended						Year Ended
(in thousands)	December 31, 2023		December 31, 2022		Change		December 31, 2023		December 31, 2022		Change
Healthcare Solutions	$	213,216	$	260,988	$	(47,772)	$	85,150	$	98,767	$	(13,617)
Industrial Solutions	274,853		277,043		(2,190)		111,271		115,466		(4,195)
Total Company	$	488,069	$	538,031	$	(49,962)	$	196,421	$	214,233	$	(17,812)

Healthcare Solutions

Revenue

For the year ended December 31, 2023, Healthcare Solutions revenue decreased $47.8 million, or 18.3%, as compared to the year ended December 31, 2022. This decrease in segment revenue was primarily due to a $48.2 million, or 31.9%, decrease in sales to the dental market, including lower printer sales to a key customer. Total product revenue for the segment decreased by $55.6 million, primarily reflective of our lower sales to the dental market, but also inclusive of lower printer sales to customers in the medical devices and other non-dental markets.

The decrease in product sales for the segment was partially offset by a $7.8 million increase in services revenue for the segment. The increase in services revenue was partially driven by the recognition of incremental variable consideration revenue, inclusive of a $4.5 million cumulative catch-up adjustment, that related directly to the inclusion of $6.5 million of additional milestone payments (representing variable consideration) in the total transaction price of a regenerative medicine collaboration and licensing revenue agreement during the year ended December 31, 2023. The additional milestone-based payments were deemed probable of being earned under revised contract terms that took effect upon the execution of an amendment to the collaboration and licensing revenue agreement during the year ended December 31, 2023. Our Healthcare Solutions' services revenue also increased due to higher personalized healthcare solutions revenue.

Gross Profit

For the year ended December 31, 2023, gross profit for our Healthcare Solutions segment decreased $13.6 million, or 13.8%, as compared to the year ended December 31, 2022, primarily due to lower sales to the dental market, including lower printer sales to a key customer, and the decrease in products sales into other markets. This was partially offset by the increase in our services revenue which includes $4.5 million of incremental variable consideration revenue recognized by our Healthcare Solutions segment on a cumulative catch-up basis, upon concluding that additional milestone-based payments related to a collaboration and licensing revenue agreement were probable of being earned. As there were no direct costs (e.g., costs of goods sold) associated with this incremental collaboration and licensing revenue, the entire $4.5 million contributed to an increase in our reported gross profit

Industrial Solutions

Revenue

For the year ended December 31, 2023, Industrial Solutions revenue decreased $2.2 million, or 0.8%, as compared to the year ended December 31, 2022. This decrease in segment revenue is primarily attributable to a $11.1 million decrease in products revenue reflective of (1) lower printer sales to customers in the jewelry market, resulting from a delay in the Company's release of a new printer model, and (2) an unfavorable impact of price/mix, primarily due to discounted pricing on certain product classes in response to competition and to increase future revenue. The decrease in product revenue was partially offset by an $8.9 million increase in services revenue related to parts manufacturing and hardware maintenance services.

Gross Profit

For the year ended December 31, 2023, gross profit for our Industrial Solutions segment decreased $4.2 million, or 3.6%, as compared to the year ended December 31, 2022, which was primarily driven by lower printer sales volume and unfavorable price/mix on products revenue, partially offset by the increase in services revenue.

Liquidity and Capital Resources

The following table sets forth the Company's operating working capital at December 31, ~~2024~~2025, and ~~2023~~2024.

					Change
(Dollars in thousands)	December 31, ~~2024~~2025		December 31, ~~2023~~2024		$		%
Cash and cash equivalents	$	~~171~~95,~~324~~635	$	~~331~~171,~~525~~324	$	(~~160~~75,~~201~~689)	(4844.32)	%
Accounts receivable, net	~~101~~83,~~471~~806		101,~~497~~471		(2617,665)		—(17.4)	%
Inventories	~~118~~127,~~530~~496		~~152~~118,~~188~~530		~~(33~~8,~~658)~~966		~~(22~~7.1)6	%
	391,325		585,210		(193,885)		(33.1)	%
	306,937		391,325		(84,388)		(21.6)	%
Less:
Current operating lease liabilities	911,~~514~~583		9,~~924~~514		~~(410)~~2,069		(421.1)7	%
Accounts payable	41,~~833~~017		4941,~~757~~833		(~~7,924~~816)		(152.90)	%
Accrued and other liabilities	4546,~~488~~656		4945,~~460~~488		(31,~~972)~~168		(82.0)6	%
	96,835		109,141		(12,306)		(11.3)	%
	99,256		96,835		2,421		2.5	%
Operating working capital	$	~~294~~207,~~490~~681	$	~~476~~294,~~069~~490	$	(~~181~~86,~~579~~809)	(3829.15)	%

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and accounts payable turns. Our cash requirements, ~~excluding acquisitions,~~ primarily consist of funding working capital and capital expenditures. Differences between the amounts of working capital item changes in the cash flow statement and the balance sheet changes for the corresponding items are primarily the result of foreign currency translation adjustments.

At December 31, ~~2024~~2025, cash and cash equivalents totaled $~~171~~95.36 million and decreased $~~160~~75.27 million since December 31, ~~2023~~2024. This decrease resulted primarily from the ~~use~~repayment of long-term debt of $87170.20 million, ~~for~~cash ~~the~~used ~~early~~in ~~extinguishment~~operations of ~~long-term~~$87.8 ~~debt~~million, ~~cash~~share ~~used~~repurchases inof ~~operations~~$15.0 million and capital expenditures of $449.9 million, ~~acquisitions~~which ~~and~~were ~~other~~partially ~~investments,~~offset ~~net~~by proceeds from sales of ~~cash~~assets ~~acquired~~and businesses of $3122.07 million, and ~~capital~~proceeds ~~expenditures~~from borrowings of $1692.10 million.

~~Cash~~In ~~held~~order ~~outside~~to ~~the~~reduce ~~U.S.~~our atcurrent ~~December~~debt 31obligations, ~~2024~~in ~~was~~December ~~$63.8 million~~2025, orthe ~~37.3%,~~Company ofentered ~~total~~into ~~cash and cash equivalents~~separate, ~~compared~~privately tonegotiated ~~$65.8~~agreements ~~million,~~with ora ~~19.8%,~~limited number of ~~total~~existing ~~cash~~holders ~~and~~(the ~~cash~~"Transaction ~~equivalents~~Participants") atof ~~December~~the ~~31,~~Company’s ~~2023.~~2026 AsNotes ~~our previously unremitted earnings have been subjected~~ to Uexchange $30.S.8 million ~~federal~~aggregate ~~income~~principal ~~tax,~~amount ~~we expect any repatriation~~ of ~~these~~2026 ~~earnings~~Notes toheld by the ~~U.S.~~Transaction ~~would~~Participants ~~not~~for ~~incur~~an ~~significant~~aggregate ~~federal~~of ~~and state taxes. However~~16,625 thousand ~~these~~shares ~~dividends~~of ~~are~~the ~~subject~~Company’s tocommon ~~foreign~~stock, ~~withholding~~par ~~taxes~~value ~~that~~$0.001 ~~are~~per ~~estimated~~share ~~to result in~~ ("the ~~Company~~Exchange"). ~~incurring~~Immediately ~~tax~~following ~~costs in excess of~~ the ~~cost~~Exchange, ~~to obtain cash through other means~~$3.9 million ~~Cash~~in ~~equivalents~~aggregate ~~are~~principal ~~comprised~~amount of ~~funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to~~ the ~~short-term~~2026 ~~nature~~Notes ofremained ~~these instruments~~outstanding. WeThe ~~strive~~Exchange towas ~~minimize our credit risk by investing~~ primarily ina ~~investment~~non-cash ~~grade, liquid instruments and limit exposure to any one issuer depending upon credit quality~~transaction. ~~See “Cash flow” discussion below.~~

Cash held outside the U.S. at December 31, 2025 was $33.0 million, or 34.5% of total cash and cash equivalents, compared to $63.8 million, or 37.3% of total cash and cash equivalents at December 31, 2024. As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant federal and state taxes. However, these dividends are subject to foreign withholding taxes that are estimated to result in the Company incurring tax costs in excess of the cost to obtain cash through other means. Cash equivalents are comprised of funds held in money market instruments and are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments. We strive to minimize our credit risk by investing primarily in investment grade, liquid instruments and limit exposure to any one issuer depending upon credit quality. See "Cash flow" discussion below.

Cash flow

The Company currently funds its operations, including working capital requirements, capital expenditures and investments by using cash ~~on hand~~; cash equivalents; cash flow from operations, which can vary widely from quarter to quarter; and financing activities, as necessary. We expect that cash flow from operations, cash and cash equivalents, and other sources of liquidity, such as issuing equity or debt securities, subject to market conditions, will be available and sufficient to meet all ~~foreseeable~~our cash requirements. ~~The~~over ~~following~~the isnext atwelve ~~summary~~months. ofCash requirements for periods beyond the ~~changes~~next intwelve months will depend on, among other things, the Company’'s profitability and its ability to manage working capital requirements and, if needed, its ability to identify and secure other potential sources to fund future working capital needs and meet capital expenditure requirements. See "Risk Factors—Operational & Financial Risk Factors—If we do not generate net cash ~~flows~~flow from operations and if we are unable to raise additional capital, ~~followed~~our byfinancial acondition ~~brief~~could ~~discussion~~be ofadversely ~~these~~affected ~~changes:~~and we may be unable to execute our business strategy."

45We are subject to a financial covenant under the 2030 Indenture (as defined below) requiring us to maintain at least $20.0 million in qualified cash. As of December 31, 2025, we were in compliance with the covenants included in the 2030 Indenture. However, if we are unable to generate sufficient cash flow in the future, we may be non-compliant which could result in an event of default making the 2030 Notes, with an outstanding principal balance of $92.0 million as of December 31, 2025, due immediately. See "Risk Factors—Operational & Financial Risk Factors—Servicing or refinancing our debt may require a significant amount of cash, and we may not have sufficient cash or the ability to raise the funds necessary to settle conversions of the 5.875% convertible senior secured notes due 2030 (the "2030 Notes") and the 0% convertible senior notes due 2026 (the "2026 Notes") (collectively the "Notes") in cash, repay the Notes at maturity, or repurchase the Notes as required following a fundamental change."

	Year Ended
(in thousands)	December 31, 2024		December 31, 2023		Change
Net cash used in operating activities	$	(44,887)	$	(80,695)	$	35,808
Cash flow (used in) provided by investing activities	(19,025)		124,784		(143,809)
Cash flow used in financing activities	(91,265)		(106,469)		15,204

The following is a summary of the changes in the Company’s cash flows, followed by a brief discussion of these changes:

Cash flow from operations


	Year Ended
(in thousands)	December 31, 2025		December 31, 2024		Change
Net cash used in operating activities	$	(87,828)	$	(44,887)	$	(42,941)
Net cash provided by (used in) investing activities	108,990		(19,025)		128,015
Net cash used in financing activities	(101,667)		(91,265)		(10,402)

~~For~~Operating the year ended December 31, 2024, cash used in operating activities was $44.9 million compared to $80.7 million for the year ended December 31, 2023. The $35.8 million decrease in cash used in operating activities during the year ended December 31, 2024 is primarily due to $15.8 million of cash generated during the year ended December 31, 2024 relating to the Company's efforts to reduce its inventory, as compared to $20.6 million of cash used during the year ended December 31, 2023 as a result of an increase in the Company's inventory on-hand related to the Company's decision to in-source activities from contract manufacturers. Cash flow from operations was also positively impacted by general improvements in working capital management.Activities

Cash ~~flow~~flows ~~from~~used ~~investing~~in operating activities were $87.8 million during the year ended December 31, 2025, an increase of $42.9 million, as compared to the year ended December 31, 2024. The year-over-year change in operating cash flows was primarily attributable to the following factors:

~~For the~~ •Year-over-year ~~ended~~decrease ~~December~~of ~~31, 2024, cash used in investing activities was~~ $1956.~~0 million compared to $124.~~8 million ofin operating cash ~~provided~~flows byfrom ~~investing~~net ~~activities for the year ended December 31~~earnings, ~~2023.~~net ~~The~~of ~~investing~~ non-cash ~~outflows~~items indue ~~2024~~to ~~included~~unfavorable ~~cash~~business ~~used~~performance ~~for long-term investments of $3.0 million~~ and ~~capital~~restructuring ~~expenditures of $16~~actions.~~1 million.~~

•The ~~investing~~aggregate ~~cash~~changes ~~inflows~~ in ~~2023~~trade ~~included~~accounts ~~sales~~receivable, inventory, and ~~maturities~~trade ofaccounts ~~short-term~~payable ~~investments~~provided $0.5 million of cash during the year ended December 31, 2025 as compared to providing $~~180~~3.96 million, ~~offset~~during bythe prior year comparable period. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories, and trade accounts payable depends upon how effectively we manage the cash conversion cycle, which generally represents the number of days that elapse from the day we pay for ~~acquisitions~~the purchase of ~~$29.2~~raw ~~million~~materials and ~~capital~~components ~~expenditures~~to the collection of ~~$27.2~~cash ~~million~~from our customers, and can be significantly impacted by the timing of collections and payments in a period.

~~Cash~~•The ~~flow~~aggregate ~~from~~change ~~financing~~in ~~activities~~prepaid expenses, other assets, accrued expenses, and other liabilities used $31.6 million in the year ended December 31, 2025 as compared to providing $2.6 million in the prior year comparable period. The year-over-year changes were driven by the timing of accruals and payments and tax-related amounts.

~~For~~Investing the year ended December 31, 2024, the cash flow used in financing activities was $91.3 million primarily due to the use of $87.2 million for the early extinguishment of long-term debt and taxes paid related to the net-share settlement of equity awards of $2.7 million.Activities

~~For~~Net ~~the year ended December 31, 2023, the~~ cash ~~flow~~provided ~~used~~by ininvesting ~~financing~~ activities was $~~106~~109.50 million ~~primarily~~during ~~due~~the toyear ~~the~~ended ~~use~~December 31, 2025, an increase of $~~100~~128.60 million, ~~for~~as compared to the ~~extinguishment~~year ofended ~~long-term~~December ~~debt~~31, ~~and~~2024, ~~taxes~~driven ~~paid~~primarily ~~related~~by toproceeds from the ~~net-share~~sale ~~settlement~~ of ~~equity~~the ~~awards~~Geomagic ~~of $5~~business.2 ~~million.~~

Financing Activities

Net cash used in financing activities was $101.7 million during the year ended December 31, 2025, an increase of $10.4 million, as compared to the year ended December 31, 2024, driven primarily by net repayments of long-term debt of $84.1 million and stock repurchases of $15.0 million in the year ended December 31, 2025 as compared to net repayments of long-term debt of $87.2 million in the year ended December 31, 2024. There were no stock repurchases during the year ended December 31, 2024.

Material Cash Requirements

The Company's material cash requirements consist of the following contractual commitments and other obligations:

Indebtedness

AtConvertible ~~December~~senior ~~31,~~secured ~~2024, we had $214.4 million of outstanding 0% convertible~~ notes which mature in November of 2026. Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations or other strategic opportunities, which could result in higher financing costs. As of December 31, 2024, we were in compliance with all covenants of the outstanding 0% convertible notes due ~~November 2026.~~2030

Pursuant to an indenture dated June 23, 2025 (the "2030 Indenture"), the Company issued $92.0 million aggregate principal amount of 5.875% convertible senior secured notes due 2030 (the "2030 Notes") in a private placement to a limited number of qualified institutional buyers. The net proceeds from the 2030 Notes, along with $78.0 million of cash on hand, were used to repurchase an aggregate principal amount of $179.7 million of the Company's outstanding 0% convertible senior notes due 2026 (the "2026 Notes").

The 2030 Notes are senior secured obligations, guaranteed by certain U.S. subsidiaries of the Company (the "Note Parties"), and bear interest semiannually at a rate of 5.875%, payable on June 15 and December 15 of each year, beginning December 15, 2025. The 2030 Notes are secured on a first-priority basis by substantially all assets of the Note Parties, subject to certain exceptions (including with respect to the intellectual property of the Note Parties; provided that, certain breaches by the Company or any of its subsidiaries of the limitation on liens covenant in the 2030 Indenture with respect to liens on its intellectual property will cause the 2030 Notes to automatically become secured by a prior security interest in all the intellectual property of the Note Parties). The 2030 Indenture also includes certain financial covenants, including a requirement for the Note Parties to maintain certain minimum cash, accounts receivable and inventory balances each quarter. Under the original 2030 Indenture, as of the last day of each fiscal quarter, the Note Parties were required to maintain at least $40.0 million in qualified cash and a minimum of $75.0 million in accounts receivable and inventory, and the Company was required to maintain at least $16.8 million in restricted cash until certain conditions were satisfied.

In December 2025, the Company entered into a second supplemental indenture (the "Second Supplemental Indenture") to the 2030 Indenture, where certain restrictions were amended in exchange for cash payments in an aggregate amount of approximately $1.8 million paid to the holders of the 2030 Notes. The Second Supplemental Indenture amended the minimum cash requirement to require the Note Parties to maintain at least $20.0 million in qualified cash as of the last day of each fiscal quarter, removed the restricted cash account covenant and released the related lien on the restricted cash amount.

The initial conversion rate was 445.6328 shares per $1,000 principal amount, equivalent to a conversion price of approximately $2.24 per share, which reflected a 20% premium over the $1.87 closing price of the Company’s common stock on June 17, 2025. The 2030 Notes are set to mature on June 15, 2030, unless earlier redeemed, repurchased, or converted in accordance with their terms.

Prior to March 15, 2030, the 2030 Notes are only convertible upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The 2030 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the election of the Company.

Holders of the 2030 Notes have a one-time put right on June 23, 2028, to require the Company to repurchase all or a portion of their 2030 Notes for cash at 100% of the principal amount, plus accrued and unpaid interest. Additionally, upon a fundamental change (as defined in the 2030 Indenture), holders may require repurchase on the same terms. The Company is required to increase the conversion rate for holders who convert in connection with certain fundamental changes or in connection with a redemption.

On or after June 23, 2028 and prior to the 41st scheduled trading day immediately preceding the maturity date, the 2030 Notes will be redeemable, in whole or in part, at the Company's option, for cash, provided that the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for a specified period, as described in the 2030 Indenture.

The effective interest rate on the 2030 Notes is 8.6%, inclusive of original issue discounts, commissions, and offering expenses.

Convertible senior notes due 2026

The 2026 Notes were issued pursuant to an indenture dated November 16, 2021 (the "2026 Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), in an initial aggregate principal amount of $460.0 million. Although the 2026 Notes do not bear regular interest and their principal does not accrete, they have an annual effective interest rate of 0.594%, reflecting original issue discounts, commissions, and offering expenses. The 2026 Notes had an initial conversion rate of 27.8364 shares of common stock per $1 principal amount of Notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $35.92 per share. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the 2026 Indenture. The 2026 Notes are scheduled to mature on November 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with their terms.

Prior to August 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay cash for the principal portion of the 2026 Notes being converted and may elect to settle the remainder of its conversion obligation, if any, in excess of the principal amount in cash, shares of the Company’s common stock or a combination of cash and shares of common stock.

The 2026 Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after November 20, 2024 and before the 41st scheduled trading day immediately preceding the maturity date, but only if the last reported sale price per share of the Company's common stock has been at least 130% of the conversion price then in effect for a specified period of time.

At December 31, 2025, we had $96.0 million of outstanding principal, comprised of $3.9 million of 2026 Notes classified as a current liability and $92.0 million of the 2030 Notes classified as long-term debt. Management may consider pursuing additional long-term financing if it is appropriate in light of cash requirements for operations or strategic opportunities, which could result in higher financing costs.

Purchase Commitments

We have purchase commitments under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. The Company has purchase commitments in excess of a year primarily related to printer assemblies, inventory, capital expenditures, and software licenses. As of December 31, ~~2024~~2025, such purchase commitments totaled $15.49 million, with $98.31 million expected to be purchased within the next twelve months.

Leases

The Company had operating and financing lease obligations (inclusive of interest) of $9787.65 million at December 31, ~~2024~~2025, primarily related to real estate and equipment leases, of which approximately $1517.9 6 million in payments are expected over the next twelve months. For more information on the Company's leases, refer to ~~Note 11 to~~ the consolidated financial statements in Item 8 of this Form 10-K.

National Additive Manufacturing Innovation ("NAMI") Joint Venture

In March 2022, Dussur and 3D Systems signed an agreement to form a joint venture intended to expand the use of additive manufacturing within the Kingdom of Saudi Arabia and surrounding geographies, including the Middle East and North Africa. The joint venture is to enable the development of Saudi Arabia's domestic additive manufacturing production capabilities, consistent with the Kingdom’s ‘Vision 2030,’ which is focused on diversification of the economy and long-term sustainability. In February 2023, the Company became a shareholder in the joint venture and now owns 49% of its common stock. 3D Systems was committed to an initial investment of approximately $6.5 million of cash into the joint venture, all of which was funded as of December 31, 2023. In May 2024, the Company and Dussur each made an incremental investment of $2.5 million in the joint venture. In December 2024, the Company, along with the majority shareholder, signed a Shareholder Resolution agreeing to continue to support the ongoing business of NAMI for at least the next twelve months. The Company does not expect to make an additional capital contribution in 2025.

The Company accounts for the joint venture under the equity method of accounting, which requires the Company to recognize its proportionate share of the joint venture's reported net income or loss. For the years ended December 31, 2024 and December 31, 2023, the Company reported a loss on equity method investment in its consolidated statements of operations. The carrying values of the Company's equity method investment at December 31, 2024 and 2023 are $4.3 million and $5.2 million, respectively. During December 2024, the Company entered into a short-term, non-interest bearing loan agreement with NAMI whereby NAMI borrowed $2.0 million to finance its working capital and capital expenditures requirements. The loan matures on June 30, 2025 and is being accounted for at cost, which approximates fair value as of December 31, 2024. During December 2024, NAMI used the loan proceeds to remit payment to the Company for trade receivables outstanding.

Enhatch Inc.

In December 2024, the Company entered into an amended and restated warrant agreement with Enhatch that restated the terms of the original warrant in their entirety by increasing the number of Enhatch common shares that may be purchased, decreasing the exercise price, modifying the exercise conditions, eliminating the net settlement feature, and changing the expiration date to June 1, 2025. In December 2024 and January 2025, the Company exercised the first tranche of the warrant for $0.6 million in cash and the second tranche of the warrant for $0.6 million in cash, respectively. If the underlying exercise conditions are achieved, the Company may be required to pay up to an additional $0.9 million of cash to purchase Enhatch common shares prior to the warrant expiration on June 1, 2025.

Sources of Funding to Satisfy Material Cash Requirements

The Company believes that it has the financial resources needed to meet its cash requirements during the next twelve months. Cash requirements for periods beyond the next twelve months will depend on, among other things, the Company’s profitability and its ability to manage working capital requirements.

Indemnification

In the normal course of business, we periodically enter into agreements to indemnify customers or suppliers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant. We are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

To the extent permitted under Delaware law, we indemnify our directors and officers for certain events or occurrences, when the director or officer is, or was, serving at our request in such capacity, subject to limited exceptions. The maximum potential amount of future payments we could be required to make under these indemnification obligations is unlimited; however, we have directors’ and officers’ insurance coverage that may enable us to recover future amounts paid, subject to a deductible and to the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.

4737

have directors’ and officers’ insurance coverage that may enable us to recover future amounts paid, subject to a deductible and to the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.

Sources of Funding to Satisfy Material Cash Requirements

The Company believes it has the financial resources needed to meet its anticipated cash requirements during the next twelve months. Cash requirements for periods beyond the next twelve months will depend on, among other things, the Company's profitability and its ability to manage working capital requirements, and if needed, its ability to identify and secure other potential sources to fund future working capital needs and meet capital expenditure requirements.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). In doing so, we make estimates and assumptions that affect the amounts we reported as assets, liabilities, revenues, expenses, gains and losses, as well as related disclosures of contingent assets and liabilities. In some cases, we reasonably could have applied different estimates and/or assumptions and changes in our accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between our estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting estimates, which we discuss further below. We have reviewed our critical accounting estimates with the Audit Committee of our Board of Directors.

See Note 2 to the consolidated financial statements in Item 8 of this Form 10-K for a summary of our significant accounting policies.

Revenue recognition

Revenue is recognized for the amount of consideration we expect to receive in exchange for products or services when control of those promised products or services is transferred to customers, which generally occurs when the goods have been shipped or delivered to the customer, risk of loss has transferred to the customer, and we have a present right to payment.

We enter into contracts that include various combinations of products and services that are generally capable of being distinct and are accounted for as separate performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price (“"SSP”"). Judgment is required to determine the SSP for each distinct performance obligation in a contract. InFor ~~some~~the ~~instances~~majority of items, we estimate SSP using historical transaction data. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In ~~other~~ instances where SSP is not directly observable, such as when the product or service is not sold separately, we determine the SSP using information that may include market conditions, ~~expected cost plus margin~~ and other observable inputs.

In some circumstances, we have more than one SSP for individual products and services due to the stratification of those products and services by customers, geographic region or other factors. In these instances, we may use information such as the size of the customer and geographic region in determining the SSP. The determination of SSP is an ongoing process, and information is reviewed regularly in order to ensure SSP reflects the most current information or trends.

~~The~~We ~~nature~~enter ofinto ~~our~~collaborative ~~sales~~arrangements ~~and~~that ~~marketing~~we ~~incentives~~ may ~~lead~~be required to ~~consideration~~account ~~that~~for ~~is variable~~ in ~~the~~accordance ~~form~~with ofAccounting ~~discounts~~Standards ~~based~~Codification on("ASC") ~~volumes~~Topic ~~purchased~~606, ~~trade~~"Revenue infrom ~~allowances~~Contracts with Customers," ~~rebates~~because orour ~~other~~collaboration ~~discounts~~partner meets the definition of a customer. WeWhen ~~estimate~~these ~~variable~~arrangements ~~consideration~~provide ~~based~~an onopportunity for the ~~expected~~Company ~~value~~to ~~approach,~~earn ~~which~~milestone ~~required~~payments ~~judgment~~based inupon the ~~identification~~achievement of ~~possible~~agreed-upon ~~outcomes~~contract objectives, we must assess if and inwhen ~~assessing~~it ~~the~~is ~~probability~~appropriate ofto include those ~~outcomes~~milestone payments, orwhich represent variable consideration, in the ~~most~~contract's ~~likely~~transaction ~~amount~~price. ~~approach~~This assessment, which ~~required~~impacts ~~judgement~~the totiming ~~identify~~and the ~~most~~amount ~~likely~~of ~~amount~~revenue recognized under a collaborative arrangement accounted for in accordance with ASC 606, requires management to conclude that it is probable that a ~~range~~significant reversal of ~~amounts.~~the ~~Our~~amount ~~estimates~~of ~~are~~cumulative ~~based~~revenue onrecognized ~~historical~~with ~~experience~~respect to a collaborative agreement will not occur as a result of including one or more milestone payments in the arrangement's transaction price, ~~contract~~including ~~terms~~when ~~and~~any ~~other~~uncertainty ~~factors~~associated with the achievement of such milestones is ultimately resolved. ~~Ongoing~~The ~~assessments~~evaluation ~~are~~of ~~performed~~when it is appropriate to ~~determine~~include ifamounts ~~updates~~earned ~~are~~upon ~~needed~~the toachievement of milestones in a contract's transaction price requires the ~~original~~application ~~estimates~~of significant assumptions and judgments, which management reassesses at the end of each reporting period.

We enter into collaboration arrangements that we may be required to account for in accordance with Accounting Standards Codification ("ASC") Topic 606, “Revenue from Contracts with Customers," because our collaboration partner meets the definition of a customer. When these arrangements provide an opportunity for the Company to earn milestone payments based upon the achievement of agreed-upon contract objectives, we must assess if and when it is appropriate to include those milestone payments, which represent variable consideration, in the contract's transaction price. This assessment, which impacts the timing and the amount of revenue recognized under a collaboration arrangement accounted for in accordance with ASC 606, requires management to conclude that it is probable that a significant reversal of the amount of cumulative revenue recognized with respect to a collaboration agreement will not occur as a result of including one or more milestone payments in the arrangement's transaction price, including when any uncertainty associated with the achievement of such milestones is ultimately resolved. The evaluation of when it is appropriate to include amounts earned upon the achievement of milestones in a contract's transaction price requires the application of significant assumptions and judgments, which management reassesses at the end of each reporting period.38

See Note 2 and Note 54 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion.

Allowance for credit losses

In evaluating the collectability of our accounts receivable, we assess a number of factors, including specific customers’ abilities to meet their financial obligations to us, the length of time receivables are past due, historical collection experience, current economic conditions, and reasonable and supportable forecasts. Based on these assessments, we may record a reserve for specific customers, as well as establish an allowance for expected credit losses related to our accounts receivable as a whole. If circumstances related to specific customers change, or economic conditions deteriorate such that our past collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further reduced from the levels provided for in the consolidated financial statements.

We evaluate specific accounts for which we believe a customer may have an inability to meet their financial obligations (for example, aging over 90 days past due or bankruptcy). In these cases, we use our judgment, based on available facts and circumstances, and record a specific reserve for that customer to reduce the receivable to an amount we expect to collect. These specific reserves are re-evaluated and adjusted as additional information is received that impacts the amount reserved.

Income taxes

We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes.

Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes and the effective tax rate in the period in which such determination is made.

The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service (“"IRS”") and other tax authorities which may assert assessments against us. We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income taxes.

See Note 2 and Note 1817 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost being determined using standard costing, which approximates the first-in, first-out method.

~~The~~We ~~inventory~~maintain ~~reserve~~reserves isto areduce ~~critical~~the ~~estimate~~value asof ~~there~~inventory isbased ~~rapid~~on ~~technological~~the ~~change~~lower inof ~~our~~cost ~~industry~~or ~~impacting~~net ~~the~~realizable ~~market~~value, including allowances for ~~our~~excess ~~products~~and obsolete inventory. These reserves are based on management’s assumptions about and analysis of relevant factors including current levels of orders and backlog, historical and ~~there~~forecasted isdemand, ~~significant~~market ~~judgment~~conditions inand ~~estimating~~new products or innovations that diminish the ~~amount~~value of ~~spare~~existing ~~parts~~inventories. toIf ~~keep~~actual onmarket ~~hand~~conditions todeteriorate ~~service~~from ~~previously~~those ~~sold~~anticipated ~~printers~~by management, additional allowances for ~~periods~~excess ofand upobsolete inventory could be required and may be material to 10our orresults ~~more~~of ~~years~~operations.

See Note 62 to the consolidated financial statements in Item 8 of this Form 10-K for further discussion.

Business combinations and purchase accounting

We apply purchase accounting to transactions that meet the definition of business combinations. When applying purchase accounting, we are required to estimate the fair value of the assets acquired and liabilities assumed in a business combination as of the acquisition date, for which the Company engages a third-party valuation specialist to assist. The application of purchase price accounting oftentimes results in the identification and valuation of intangible assets that may not have been previously recognized on the balance sheet of the acquired company. The amount of purchase price paid in excess of the net assets acquired is recorded as goodwill.

The fair values of acquired assets and assumed liabilities are estimated in accordance with accounting standards which define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Management must apply judgment when identifying the intangible assets acquired as part of a business combination, as well as when determining the appropriate valuation technique to be applied to all acquired assets and assumed liabilities. Management also must make significant estimates and assumptions when determining the inputs for inclusion in the related valuation models. The fair values of the net assets acquired are determined primarily using Level 3 inputs (inputs that are unobservable to the marketplace participant).

The most significant estimates and assumptions relate to the determination of (1) the fair values of identified intangible assets (e.g., developed technology and trade names) and (2) the period and pattern of amortization for intangible assets that are assigned a definite life. The fair values of acquired intangible assets primarily have been determined based on projected cash flows attributable to the operations of the acquiree. The projected cash flows include various assumptions, including estimated revenue growth rates, operating margins, R&D expenditures, capital expenditures, royalty rates, and appropriate risk-adjusted discount rates used to discount the projected cash flows. The usage of different assumptions would result in the assignment of different fair values to the acquired identifiable intangible assets and, accordingly, also impact the amount of purchase consideration assigned to goodwill. Similarly, changes in the planned usage of the acquired identifiable intangible assets and/or their estimated economic lives, if any, could impact the recoverability of the assets and/or amortization period and expense attributable to the assets in the future.

Goodwill & other long-lived assets, including intangible assets

Long-lived assets, including intangible assets

We review long-lived assets (or asset groups), including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset (or asset group) may not be recoverable. We assess the recoverability of the carrying value of assets (or asset groups) held for use based upon a review of undiscounted projected cash flows. Impairment losses, where identified, are measured as the excess of the carrying value of a long-lived asset (or asset group) over its estimated fair value, as determined using discounted projected cash flows. Our estimation of discounted projected cash flows requires us to make certain assumptions, including long-term revenue and expense forecasts, profit margins, discount rates and terminal growth rates.

See Note 2, Note 76, Note 87, and Note 1110 to the consolidated financial statements in Item 8 of this Form 10-K for discussion of the long-lived asset impairment charges recognized during the years ended December 31, 2024 and 2023.

Goodwill

Goodwill represents the amount by which the purchase price paid to consummate a business combination exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in the business combination. Goodwill is required to be assigned to a reporting unit for purposes of subsequent measurement and, as of December 31, ~~2024~~2025 and ~~2023~~2024, all of our reported goodwill was assigned to our Healthcare reporting unit.

We assess goodwill for impairment at least annually and, between annual impairment assessments, when circumstances indicate that there is a likelihood of greater than 50% that the carrying value of a reporting unit, inclusive of any assigned goodwill, exceeds the reporting unit’s fair value. On a forward-looking basis, such circumstances may include (1) a significant and sustained decrease in the trading price orof our common stock that may suggest that the fair value of the Company and, accordingly, the fair value of our Healthcare reporting unit has declined, (2) a significant adverse change in the business climate for our Healthcare reporting unit, (3) a significant adverse change in the performance of our Healthcare reporting unit and/or (4) a decision to dispose of a significant portion of our Healthcare reporting unit.

When required to be performed, a quantitative goodwill impairment test compares the carrying value of a reporting unit to its fair value, and a goodwill impairment charge results when the reporting unit’s carrying value exceeds its fair value. The performance of a quantitative goodwill impairment test requires management to apply significant estimates and judgment – particularly to (1) estimate the fair value of the Company and each of our reporting units and (2) determine the carrying value of each of our reporting units, since we do not maintain separate balance sheets for our reporting units.

We estimate the fair value of our reporting units based primarily upon discounted cash flow projections for their underlying operations, which requires us to make significant assumptions regarding estimated cash flows, including long-term revenue and expense forecasts, profit margins, discount rates and terminal growth rates. We develop these assumptions based on the market risks unique to each reporting unit. In addition to the use of discounted cash flow projections, when appropriate, our estimates of the fair values of our reporting units include the results of applying the guideline company valuation method, which is a market approach. The application of the guideline company valuation method requires us to make judgments regarding (1) the appropriate set of comparable publicly traded guideline peer companies for which observable market multiples should be considered and (2) the appropriate multiple(s) to select from the range of multiples that may be observed for those guideline companies. We separately use reasonable and consistent allocation methodologies and approaches to allocate asset and liability balances to our reporting units when an account balance is not directly attributable to a specific reporting unit.

AsThe a result of the goodwill impairment charge recognized in connection with our quantitative interim period goodwill impairment test performed as of September 30, 2024, the carrying value of our Healthcare reporting unit was reduced to equal the fair value of the reporting unit as of such date. Accordingly, the remaining goodwill assigned to our Healthcare reporting unit could become subject to ~~additional~~ impairment upon any decrease in the estimated fair value of the Healthcare reporting unit or any increase in the estimated carrying value of the Healthcare reporting unit. Factors that could result in a decrease in the estimated fair value of the Healthcare reporting unit include, but are not limited to, (1) failure to achieve the forecasted operating results and/or cash flows reflected in the projections utilized for purposes of the September 30, 2024 interim period goodwill impairment test, (2) a downward revision to the cash flows forecasted for future reporting periods, (3) an increase in the discount rate applied to forecasted cash flows due to changes in factors such as market interest rates or the selected company-specific risk premium, (4) a change in the estimated terminal growth rate for our Healthcare reporting unit, and/or (5) changes in observable market multiples for comparable publicly traded guideline peer companies. Due to (A) both the nature of and extensive period of time covered by the cash flow projections developed for purposes of our September 30, 2024 goodwill impairment test and (B) the use of market information as of a point in time to derive other key assumptions required for our September 30, 2024 goodwill impairment test, there is inherent uncertainty and risk in the underlying estimates, assumptions, and judgments that were utilized to estimate the fair value of our Healthcare reporting unit as of September 30, 2024. Accordingly, over time, the key estimates, assumptions, and judgments that were used to estimate the fair value of our Healthcare reporting unit may change due to factors such as changes in market conditions and/or the actual performance of our Healthcare reporting unit. Similarly, over time, the carrying value of our Healthcare reporting unit could increase due to factors such as capital expenditures and/or the composition of the assets and liabilities of the Company and the underlying process and estimates required to allocate assets and liabilities that are not directly attributable to a specific reporting unit between/amongst our reporting units. Any unfavorable changes to the key estimates, assumptions, judgments or inputs utilized in our most recent quantitative goodwill impairment test – either on an individual basis or in the aggregate – could result in the recognition of ~~additional~~ impairment charges in the future.

See Note 2 and Note 98 to the consolidated financial statements in Item 8 of this Form 10-K for discussion of the goodwill impairment charges recognized during the years ended December 31, 2024 and 2023. Our annual goodwill impairment test performed for the year ended December 31, ~~2022~~2025 did not result in the recognition of a goodwill impairment charge.

Regenerative medicine earnout payments and performance-based stock units

Upon acquiring Volumetric on December 1, 2021, the Company became subject to potential aggregate acquisition-related earnout payments of up to $355.0 million that would be due to Volumetric’s former owners (“Sellers”) if seven individually assessed non-financial milestones were achieved. Each of the seven non-financial milestones, which individually triggered a specific earnout payment if achieved prior to an agreed upon date of either December 31, 2030 or December 31, 2035, was based upon specific advances in regenerative medicine related to lungs or tissue organs. For each milestone, payment was only due to the extent that the Sellers continue to be employed by the Company at the time that a milestone was achieved. As the earnout payments require the continued employment of Volumetric’s Sellers, the Company recognized each individual earnout payment as compensation expense over the period commencing on the date that the related milestone was deemed probable of achievement through the anticipated date of achievement.

In addition, the Company had granted performance-based stock units (“PSUs”), with vesting terms that were based upon four individually-assessed, non-financial milestones, to other employees who worked on advancements in regenerative medicine related to lungs and tissue organs. The PSUs associated with each individual milestone were recognized as compensation expense over the period commencing on the date that the respective milestone was deemed probable of being met through the anticipated date of achievement.

As the milestones that trigger the Volumetric earnout payments and the vesting of the PSUs were (1) based upon scientific and technological advancements that were expected to require multiple years of R&D to achieve and (2) subject to significant known and unknown risks and uncertainties, management was to apply significant assumptions and judgment at each balance sheet date to assess both the probability of achievement and expected timing of achievement. A change in management’s assumptions or estimates regarding the probability and/or timing of achievement of a milestone in connection with management’s quarterly reassessment could materially impact the amount of compensation expense recognized for the respective and future periods as follows:

•A change in assumptions that resulted in a milestone first being deemed probable of achievement would result in the recognition of incremental compensation expense in the Company’s consolidated statement of operations in the respective period;

•A change in assumption regarding the timing of achievement of a milestone would result in the acceleration or deceleration of the recognition of future compensation expense; and/or

•A change in assumption that results in a milestone no longer being deemed probable of achievement would result in a full reversal of previously recognized expense in the respective period.

Prior to the year ended December 31, 2023, the Company had been recognizing compensation expense related to (1) one Volumetric milestone-based payment, for which the potential amount due to the Sellers would be $65.0 million, and (2) one PSU milestone (“the RegMed Awards”), for which the aggregate grant date fair value of the outstanding and unvested awards was $4.5 million as of December 31, 2022, as the related Volumetric earnout and RegMed Award milestone was deemed probable of achievement. During the year ended December 31, 2023, the Company decided to reduce its budgeted funding for the R&D related to the Volumetric earnout and RegMed Award milestone, which resulted in the Company concluding that it was no longer probable that the milestone would be achieved by the end of the term of the Volumetric earnout arrangement or prior to the expiration and cancellation of the RegMed Awards. In concluding that the Volumetric and RegMed Award milestone would no longer be achieved, the Company reversed all of the previously accrued compensation expense, one half of which was expected to be settled with common shares, which had an income statement impact of $18.4 million for the year ended December 31, 2023.

As a result of the reversal of all previously recognized expense during the year ended December 31, 2023, the Company did not recognize any compensation expense during the year ended December 31, 2023 related to (1) the $355.0 million of potential Volumetric earnout payments provided for in the Volumetric acquisition agreement or (2) the outstanding RegMed Awards with an aggregate grant date fair value of $17.2 million. The Company did not recognize any of this expense because none of the related non-financial milestones were deemed probable of achievement as of December 31, 2023.

Additionally, in February 2024, the Volumetric Sellers were informed that four of the seven milestones included in the Volumetric acquisition agreement were terminated. The termination of these milestones, which related to kidney and liver research, was based upon a determination that their achievement was no longer financially viable due to the loss of the funding required from the Company's key strategic partner for the related R&D efforts. As a result of the termination of the four milestones in February 2024, for periods subsequent to December 31, 2023, the Company's maximum liability for the Volumetric earnout payments related to the remaining three milestones was $175.0 million.

Furthermore, on April 29, 2024, the key employees from Volumetric, who were required to be employed at the time of achievement of each science-based milestone outlined in the Volumetric acquisition agreement in order for each related acquisition earnout payment to become payable, resigned from their positions with the Company. As a result of the resignation of the key employees for whom continued employment was required for any of the remaining earnout payments to become payable, the parties to which the remaining three earnout payments totaling $175.0 million were potentially payable were notified that such amount was no longer eligible to be earned. For further information concerning the termination of the Volumetric milestones related to potential earnout payments, refer to Note 22 to the consolidated financial statements included in Item 8 of this Form 10-K.

Further changes to management’s assumptions regarding the probability and/or timing of achievement of the RegMed Award milestones or, alternatively, changes to the arrangements or circumstances that provide for compensation to be paid upon the achievement of the RegMed Award milestones, could significantly impact the amount of compensation expense recognized by the Company in the future.

Systemic Bio Phantom Plan

During the year ended December 31, 2023, we began granting phantom unit awards ("Phantom Units") under a new compensation plan designed for employees and non-employees performing services for Systemic Bio, a wholly-owned subsidiary of 3D Systems. All awards granted under the plan are subsidiary-level awards. The Phantom Units granted under the plan include both a time-based vesting condition (generally 4 years, subject to acceleration in connection with specified liquidity events) and a market condition that is met if (1) the value of Systemic Bio exceeds a specified multiple of the capital invested in this subsidiary (the "hurdle") and (2) the business achieves a specified minimum internal rate of return. The market condition will be assessed upon (A) a trigger event (e.g., change-in-control, IPO, or plan expiration of December 31, 2030) and/or (B) an interim liquidity event (defined as January 1, 2028) that occurs prior to a trigger event. All awards granted under the plan are liability-classified due to our intention to settle these awards with cash; although, we have discretion to partially or fully settle these awards in equity upon vesting. Liability classification of the awards requires them to be remeasured at their estimated fair value at the end of each reporting period. Due to the presence of the market-condition and the fact that Systemic Bio does not have a readily available share price, the awards are valued using a Monte Carlo simulation with the assistance of a third-party valuation firm. This valuation requires significant judgment regarding the input of various assumptions and estimates, which include the projected cash flows of (including projected capital invested in) Systemic Bio, the probability and/or timing of a trigger event or a liquidity event, the expected stock price volatility for selected public companies with comparable characteristics to Systemic Bio, the discount for the lack of marketability of Systemic Bio as a privately-held company, and the risk-free interest rate. A change in management’s judgment regarding these assumptions or estimates can materially impact the periodic measurement of the liability and the related amount of compensation expense recognized in the Company’s consolidated financial statements.

Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements in Item 8 of this Form 10-K for a discussion of recent accounting pronouncements.

~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk~~40

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks related to fluctuations in foreign currency exchange rates and commodity prices, each of which may adversely affect our results of operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

Foreign exchange rates

Because we conduct our operations in many areas of the world and our transactions are denominated in a variety of currencies, our results of operations, as reported in U.S. dollars, may be significantly affected by fluctuations in rates of exchange between currencies. These fluctuations could be significant. In ~~2024~~2025, approximately ~~42.4~~43% of our net sales and a significant portion of our costs are attributable to entities with functional currencies other than the U.S. dollar. We generally are unable to adjust our non-dollar local currency sales prices to reflect changes in exchange rates between the dollar and the relevant local currency. As a result, changes in exchange rates between the U.S. ~~Dollar~~dollar and the Euro, Japanese Yen, British Pound, South Korean Won or other currencies in which we receive sale proceeds have a direct impact on our reported operating results. These impacts are partially offset by expenses incurred in the same currency as the sales. There is normally a time lag between our sales and collection of the related sales proceeds, exposing us to additional currency exchange rate risk.

For the year ended December 31, ~~2024~~2025, a hypothetical change of 10% in foreign currency exchange rates would have caused changes in revenue of $1916.05 million, cost of goods sold of $1412.43 million, and total operating expenses of $135.8 million, assuming all other variables remained constant.

Commodity prices

We are exposed to price volatility related to raw materials and energy products used in conjunction with our printer assembly and print materials blending processes. Generally, we acquire such components at market prices and do not use financial instruments to hedge commodity prices. For the year ended December 31, ~~2024~~2025, a hypothetical 10% change in commodity prices for raw materials would have caused a change to cost of sales of approximately $1211.86 million.

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements and the related notes, together with the Reports of Independent Registered Public Accounting Firms thereon, are set forth below beginning on page F-1 and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, ~~2024~~2025, which is the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, ~~2024~~2025 due to the material weaknesses described below.

Notwithstanding the existence of the material weaknesses described below, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with generally accepted accounting principles.

Previously Disclosed Material Weaknesses

We previously identified material weaknesses related to the valuation of long-lived assets for measuring impairments; our financial reporting and close process; and the accounting treatment for certain technical matters. During the fiscal year ended December 31, 2025 we implemented a comprehensive program to remediate the material weaknesses which included expanding resources, enhancing our control activities for business processes, and providing comprehensive training. While we have remediated certain previously reported material weaknesses, we did not fully maintain components of the COSO framework.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2024~~2025.

Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 Framework"). Based on this assessment, management has concluded we did not maintain effective internal control over financial reporting due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified the following material weaknesses, which exist ~~or continue to exist~~ as of December 31, ~~2024~~2025:

We did not ~~maintain~~design anand ~~effective~~maintain ~~control~~adequate ~~environment~~controls ~~based~~within on the ~~criteria~~revenue ~~established~~process into ~~the~~address ~~2013 Framework and identified deficiencies in~~ the ~~principles~~determination ~~associated with the Control Environment component~~ of ~~the~~standalone ~~2013~~selling ~~Framework~~price ~~that~~(“SSP”) ~~constitute~~and ~~material~~allocation ~~weaknesses,~~of ~~either individually or in~~ the ~~aggregate.~~transaction Weprice ~~failed~~ to ~~maintain~~separate ~~sufficient~~performance ~~qualified~~obligations ~~resources~~for ~~with~~revenue ~~the~~accounting. ~~appropriate level of knowledge~~Additionally, ~~experience,~~we ~~and~~did ~~training~~not ~~necessary~~design ~~to support accounting~~ and ~~financial~~maintain ~~reporting~~adequate ~~processes and~~ controls. ~~This~~over ~~material weakness in~~ the ~~control~~accounting ~~environment~~treatment ~~contributed~~for tomarket-based ~~the~~stock ~~following~~compensation ~~control activities material weaknesses:~~awards.

~~•We~~The ~~did~~above ~~not~~control ~~design~~deficiencies ~~and~~constitute ~~maintain adequate controls within the revenue process that resulted in~~ material weaknesses, either individually or in ~~aggregate. Contract terms, pricing, standalone selling price models, and determination of timing of revenue recognition were not adequately reviewed prior to entry in~~ the ~~Company’s information systems~~aggregate. ~~In addition, we did not effectively implement an accounting system that appropriately captures the allocation of the transaction price to the performance obligations to support revenue accounting.~~

•We did not design and maintain adequate controls over certain assumptions used in the valuation of indefinite-lived intangible assets, goodwill and other long-lived assets related to an impairment charge, that resulted in material weaknesses, either individually or in aggregate.

•We did not design and maintain adequate controls within the financial close and reporting process that resulted in material weaknesses, either individually or in aggregate. We did not maintain comprehensive formal accounting policies. We also did not maintain controls over manual journal entries, balance sheet account reconciliations, and financial statement disclosures. In part due to an inadequate level of review, such reviews were not always performed on a consistent and timely basis.

Our independent registered public accounting firm, Deloitte & Touche LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of our internal control over financial reporting. Deloitte & Touche LLP's report is included herein.

Changes in Internal Control Over Financial Reporting

Other than described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Plan for Remediation

We are committed to maintaining strong internal ~~control~~controls over financial reporting. Management, with the oversight of the Audit Committee of the Board of Directors, is taking ~~comprehensive~~ actions to remediate the material weaknesses described above. ~~Our remediation plan includes the following:~~

~~•We~~Remediation actions are ~~enhancing~~underway ~~the~~and ~~design~~are scheduled to be complete within fiscal year 2026. Specifically, we will finalize implementation of ~~existing~~our ~~controls~~automation tool by documenting control processes and ~~implementing~~conducting ~~new~~training ~~controls~~for ~~related~~our professionals to ~~revenue,~~accurately execute the ~~financial~~determination ~~close~~of SSP and ~~reporting~~allocation ~~process,~~of ~~complex~~the ortransaction ~~non-routine~~price. ~~transactions~~Additionally, ~~and~~we ~~valuation~~will ofenhance ~~indefinite-lived~~our ~~intangible~~controls ~~assets,~~to ~~goodwill~~support ~~and~~accurate ~~other~~accounting ~~long~~treatment for market-~~lived~~based ~~assets~~stock compensation plans.

~~•We~~The ~~are~~material ~~updating~~weaknesses ~~documentation,~~will ~~expanding~~not ~~education~~be considered remediated until the new and ~~training,~~redesigned controls operate for a sufficient period of time and ~~ensuring~~management has concluded, through testing, that these controls are ~~prepared~~operating effectively. We believe the above measures will remediate the control deficiencies identified and ~~reviewed~~strengthen atour internal control over financial reporting. As we continue to work to remediate the ~~appropriate~~control ~~level~~deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of ~~precision~~our remediation efforts in connection with our evaluation of our internal controls over financial reporting.

~~•We designed and implemented manual controls to appropriately capture the allocation of transaction price to the performance obligations.~~42

•We have hired and will continue to hire, accounting and finance personnel with the requisite skills and expertise to strengthen our technical accounting related to complex and/or non-routine transactions, revenue accounting, and financial close and reporting capabilities.

•We will continue to augment our internal resources by engaging external consultants with technical experience in accounting and financial reporting until we add sufficient in-house skills to our staff as mentioned above.

•We have enhanced senior leadership’s oversight and monitoring of the internal control environment and effectiveness of the Company’s ongoing remediation activities.

The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe the above measures will remediate the control deficiencies identified and strengthen our internal control over financial reporting. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine

that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting.

Item 9B. Other Information

During the three months ended December 31, ~~2024~~2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K) for the purchase or sale of the Company’s securities.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

PART III

All numbers presented in Part III are presented in dollars, except per share amounts, or as otherwise indicated.

Item 10. Directors, Executive Officers and Corporate Governance

The information required in response to this Item will be set forth in our Proxy Statement for our 2025 Annual Meeting of Stockholders (“"Proxy Statement”") under the captions “"Proposal One: Election of Directors,”" “"Corporate Governance at 3D Systems,”" “"Delinquent Section 16(a) Reports,”" “"Corporate Governance at 3D Systems—Code of Conduct and Code of Ethics,”" ~~“Corporate Governance at 3D Systems—Corporate Governance~~ and ~~Sustainability Committee,” and “~~"Corporate Governance at 3D Systems—Audit Committee.”"

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report. In addition, with regard to the Company's trading in its own securities, it is our policy to comply with ~~the~~ federal securities laws and ~~the~~ applicable listing standards.

Item 11. Executive Compensation

The information in response to this Item will be set forth in our Proxy Statement under the captions “"Director Compensation,”" “"Executive Compensation Matters,”" “"Corporate Governance at 3D Systems—Compensation Committee,”" and “"Executive Compensation Matters—Compensation Committee Report.”"

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except as set forth below, the information required in response to this Item will be set forth in our Proxy Statement under the caption “"Security Ownership of Certain Beneficial Owners and Management.”"

Equity Compensation Plans

The following table summarizes information about the equity securities authorized for issuance under our compensation plans as of December 31, ~~2024~~2025. For a description of these plans, see Note 1715 to the consolidated financial statements in Item 8 of this Form 10-K.


(in thousands, except exercise price)	Number of securities to be issued upon exercise of outstanding stock options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights a		Number of securities remaining available for future issuance under equity compensation plans b
Equity compensation plans approved by stockholders:
Stock options	160	$	13.26
Restricted stock units	2,145
Total	2,305			3,959

(in thousands, except exercise price)	Number of securities to be issued upon exercise of outstanding stock options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights a		Number of securities remaining available for future issuance under equity compensation plans b
Equity compensation plans approved by stockholders:
Stock options	160	$	13.26
Restricted stock units	2,127
Total	2,287			5,196

a.The weighted-average exercise price is only applicable to stock options.

b.The number of securities remaining available for future issuance for stock options, restricted stock units, and stock awards for non-employee directors is approved in total and not individually with respect to these items.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required in response to this Item will be set forth in our Proxy Statement under the captions “"Corporate Governance at 3D Systems—Director Independence”" and “"Corporate Governance at 3D Systems—Related Party Transaction Policy and Procedures.”"

Item 14. Principal Accounting Fees and Services

The information in response to this Item will be set forth in our Proxy Statement under the caption “"Proposal ~~Three~~Four: Ratification of the Appointment of Independent Registered Public Accounting Firm —Fees of Independent Registered Public Accounting Firm.”"

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(3)			Exhibits
			The following exhibits are included as part of this filing and incorporated herein by this reference:
2.1			Share Purchase Agreement, dated November 2, 2020, by and among 3D Systems, Inc., 3D Systems Corporation and ST Acquisition Co. (Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed November 4, 2020.)
2.2			First Amendment to Share Purchase Agreement, dated December 31, 2020, by and among ST Acquisition Co., 3D Systems, Inc. and 3D Systems Corporation. (Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed January 4, 2021.)
2.3			~~Asset~~Agreement ~~Purchase~~and ~~Agreement~~Plan of Merger, dated ~~June~~October 127, 2021, by and among 3D Systems, ~~Inc.~~Corporation, ~~Quickparts.com~~Volumetric Biotechnologies, Inc., 3DTexans ~~Systems~~Merger ~~Italia~~Sub ~~Srl~~I, ~~3D Systems France Sarl~~Inc., 3DTexans ~~Systems~~Merger ~~Europe~~Sub ~~Limited~~II, 3DInc., ~~Systems~~and ~~GmbH~~Fortis Advisors LLC, QPsolely 3Din ~~Acquisition,~~its ~~Inc.,~~capacity ~~and~~as 3Dthe ~~Systems~~Stockholders' ~~Corporation~~Representative. (Incorporated by reference to Exhibit 2.1 of the Registrant’'s Current Report on Form 8-K, filed on ~~June~~October 228, 2021.)
2.4			~~First Amendment to the~~ Asset Purchase Agreement, dated ~~June~~December 112, ~~2021~~2024, by and among 3D Systems, ~~Inc.~~Corporation, ~~Quickparts.com Inc.,~~ 3D Systems ~~Italia Srl~~, 3DInc. ~~Systems~~and ~~France~~Hexagon ~~Sarl,~~Manufacturing ~~3D Systems Europe Limited~~Intelligence, ~~3D Systems GmbH, QP 3D Acquisition,~~ Inc., ~~and 3D Systems Corporation.~~ (Incorporated by reference to Exhibit 2.51 of the Registrant’'s ~~Quarterly~~Current Report on Form 108-~~Q for the quarter ended September 30~~K, ~~2021,~~ filed ~~November~~on 8December 12, ~~2021~~2024.)
2.5			~~Second~~Business ~~Amendment~~Transfer ~~to the Asset Purchase~~ Agreement, dated ~~June~~December 112, ~~2021~~2024, by and ~~among~~between 3D Systems, ~~Inc.~~Korea, ~~Quickparts.com~~ Inc., 3Dand ~~Systems~~Hexagon ~~Italia~~Metrology ~~Srl,~~Korea ~~3D Systems France Sarl, 3D Systems Europe Limited, 3D Systems GmbH, QP 3D Acquisition, Inc~~LLC., ~~and 3D Systems Corporation.~~ (Incorporated by reference to Exhibit 2.52 of the Registrant’'s ~~Annual~~Current Report on Form 108-K ~~for the year ended December 31~~, ~~2021,~~ filed on ~~March~~December 112, ~~2022~~2024.)
2.6			Stock Purchase Agreement, dated July 28, 2021, by and between 3D Systems, Inc. and Surgical Science Sweden AB. (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed on July 30, 2021.)
3.1			Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-B filed on August 16, 1993, and the amendment thereto, filed on Form 8-B/A on February 4, 1994.)
3.2			Amendment to Certificate of Incorporation filed on May 23, 1995. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-2/A, filed on May 25, 1995.)
3.3			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 19, 2004. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)
3.4			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 17, 2005. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)
3.5			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 7, 2011. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on October 7, 2011.)
3.6			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 21, 2013. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on May 22, 2013.)
3.7			Amended and Restated By-Laws. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on March 15, 2018.)

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2.7			Agreement and Plan of Merger, dated September 8, 2021, by and among 3D Systems Corporation, Oqton, Inc., 3DS Merger Sub 1, Inc., 3DS Merger Sub 2 Inc., and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Sellers. (Incorporated by reference to the Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed, on September 9, 2021.)
2.8			First Amendment to the Agreement and Plan of Merger, dated October 29, 2021, by and among 3D Systems Corporation, Oqton, Inc., 3DS Merger Sub 1, Inc., 3DS Merger Sub 2 Inc., and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Sellers. (Incorporated by reference to Exhibit 2.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 8, 2021.)
2.9			Agreement and Plan of Merger, dated October 27, 2021, by and among 3D Systems Corporation, Volumetric Biotechnologies, Inc., Texans Merger Sub I, Inc., Texans Merger Sub II, Inc., and Fortis Advisors LLC, solely in its capacity as the Stockholders' Representative. (Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed on October 28, 2021.)
2.10			Asset Purchase Agreement, dated December 12, 2024, by and among 3D Systems Corporation, 3D Systems, Inc. and Hexagon Manufacturing Intelligence, Inc. (Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed on December 12, 2024.)
2.11			Business Transfer Agreement, dated December 12, 2024, by and between 3D Systems Korea, Inc. and Hexagon Metrology Korea LLC. (Incorporated by reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K, filed on December 12, 2024.)
3.1			Certificate of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-B filed on August 16, 1993, and the amendment thereto, filed on Form 8-B/A on February 4, 1994.)
3.2			Amendment to Certificate of Incorporation filed on May 23, 1995. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-2/A, filed on May 25, 1995.)
3.3			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 19, 2004. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed on August 5, 2004.)
3.4			Certificate of Amendment of Certificate of Incorporation filed with Secretary of State of Delaware on May 17, 2005. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, filed on August 1, 2005.)
3.5			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 7, 2011. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on October 7, 2011.)
3.6			Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 21, 2013. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on May 22, 2013.)
3.7			Amended and Restated By-Laws. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on March 15, 2018.)
4.1			Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-182065), filed on June 12, 2012.)
4.2			Description of Common Stock. (Incorporated by reference to Exhibit 4.2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020.)
4.3			Indenture, dated as of November 16, 2021, between 3D Systems Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on November 17, 2021.)
4.4			Form of 0% Convertible Notes due 2026 (included in Exhibit 4.3). (Incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on November 17, 2021.)
4.5			Indenture, dated June 23, 2025, among 3D Systems Corporation, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 24, 2025.)
4.6†			First Supplemental Indenture, dated as of October 1, 2025, between 3D Systems Corporation and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.
4.7			Second Supplemental Indenture, dated as of December 22, 2025, between 3D Systems Corporation and Wilmington Savings Fund Society, FSB, as trustee and collateral agent. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on December 22, 2025.)
\
4.8			Form of 5.875% Convertible Senior Note due 2030 (included in Exhibit 4.5). (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 24, 2025.)
10.1			Lease Agreement dated February 8, 2006 between the Registrant and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed on February 10, 2006.)
10.2			First Amendment to Lease Agreement dated August 7, 2006 between the Registrant and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on August 14, 2006.)
10.3			Second Amendment to Lease Agreement effective as of October 6, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on October 10, 2006.)
10.4			Third Amendment to Lease Agreement effective as of December 18, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006.)
10.5			Fourth Amendment to Lease Agreement effective as of February 26, 2007 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 1, 2007.)
10.6			Fifth Amendment to Lease Agreement effective as of March 17, 2011 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 21, 2011.)
10.7			Amended and Restated Lease Agreement dated February 25, 2021 between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.8			Amendment No. 1, dated July 9, 2021, to the Amended and Restated Lease Agreement, dated February 25, 2021, between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.8 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023).
10.9			Amendment No. 2, dated July 13, 2022, to the Amended and Restated Lease Agreement dated February 25, 2021 between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023).
10.10			Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).

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10.3			Second Amendment to Lease Agreement effective as of October 6, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on October 10, 2006.)
10.11			Security Agreement, dated February 27, 2019, among 3D Systems Corporation, 3D Holdings, LLC, 3D Systems, Inc., and HSBC Bank USA, National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.11 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019).
10.4			Third Amendment to Lease Agreement effective as of December 18, 2006 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on December 20, 2006.)
10.12			First Amendment, dated September 30, 2019, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 30, 2019).
10.5			Fourth Amendment to Lease Agreement effective as of February 26, 2007 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 1, 2007.)
10.6			Fifth Amendment to Lease Agreement effective as of March 17, 2011 to Lease Agreement dated February 8, 2006 between 3D Systems Corporation and KDC-Carolina Investments 3, LP. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on March 21, 2011.)
10.7			Amended and Restated Lease Agreement dated February 25, 2021 between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.8			Amendment No. 1, dated July 9, 2021, to the Amended and Restated Lease Agreement, dated February 25, 2021, between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.8 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023.)
10.9			Amendment No. 2, dated July 13, 2022, to the Amended and Restated Lease Agreement dated February 25, 2021 between 3D Systems Corporation and 3D Fields, LLC. (Incorporated by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023.)
10.10			Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019.)
10.11			Security Agreement, dated February 27, 2019, among 3D Systems Corporation, 3D Holdings, LLC, 3D Systems, Inc., and HSBC Bank USA, National Association, as Administrative Agent. (Incorporated by reference to Exhibit 10.11 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019.)
10.12			First Amendment, dated September 30, 2019, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on October 30, 2019.)
10.13			Second Amendment, dated October 9, 2020, to the Credit Agreement, dated February 27, 2019, among 3D Systems Corporation, HSBC Bank USA, National Association, as Administrative Agent, Swing Loan Lender and Issuing Lender, the guarantors party thereto, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed October 14, 2020.)
10.14*			2015 Incentive Plan of 3D Systems Corporation, as amended and restated effective August 30, 2024. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on September 3, 2024.)
10.15*			Appendix A to the 2015 Incentive Plan of 3D Systems Corporation effective May 19, 2015. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 6, 2015.)
10.16*			Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.5 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.17*			Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.18*			Form of Stock Option Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.10 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020.)
10.19*			Form of Restricted Stock Award Agreement with Share Price Vesting Conditions. (Incorporated by reference to Exhibit 4.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 28, 2017.)
10.20*			Revised Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.21*			Charles W. Hull Consulting Arrangement. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)
10.22*			Employment Agreement, dated August 4, 2016, between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed August 8, 2016.)
10.23*			3D Systems Corporation Change of Control Severance Policy. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed February 23, 2018.)
10.24*			Employment Agreement, dated May 11, 2020, between 3D Systems Corporation and Dr. Jeffrey A. Graves. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed May 14, 2020.)
10.25*			Employment Agreement, dated October 1, 2020, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020.)
10.26*			Amendment No. 1 to the Employment Agreement, dated February 22, 2021, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)

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10.18*			Form of Stock Option Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.10 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020.)
10.27*			Consulting Agreement, dated October 1, 2020, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020.)
10.19*			Form of Restricted Stock Award Agreement with Share Price Vesting Conditions. (Incorporated by reference to Exhibit 4.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 28, 2017.)
10.28*			Employment Agreement, dated August 30, 2021, by and between 3D Systems Corporation and Phyllis Nordstrom. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed November 8, 2021.)
10.20*			Revised Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended and Restated 2015 Incentive Plan. (Incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
10.29*			Executive Employment Agreement dated December 7, 2022, by and between 3D Systems Corporation and Joseph Zuiker. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on December 9, 2022.)
10.21*			Charles W. Hull Consulting Arrangement. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 29, 2010.)
10.30*			3D Systems Corporation Non-Employee Director Deferred Compensation Plan, dated December 14, 2022. (Incorporated by reference to Exhibit 10.37 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023).
10.22*			Employment Agreement, dated August 4, 2016, between 3D Systems Corporation and Charles W. Hull. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed August 8, 2016.)
10.31*			Executive Employment Agreement dated December 12, 2023, by and between 3D Systems Corporation and Jeffrey Creech. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on December 14, 2023.)
10.23*			Employment Agreement, dated June 15, 2016, between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed on June 16, 2016.)
10.32*			Separation Agreement, dated January 11, 2024, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on January 11, 2024.)
10.24*			3D Systems Corporation Change of Control Severance Policy. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed February 23, 2018.)
10.33*			Consulting Agreement, dated May 1, 2024, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on May 1, 2024.)
10.25*			Employment Agreement, dated May 11, 2020, between 3D Systems Corporation and Dr. Jeffrey A. Graves. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed May 14, 2020.)
10.34*			Consulting Agreement, dated May 1, 2024, by and between 3D Systems Corporation and The Kaminda Group. (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed on May 1, 2024.)
10.26*			Employment Agreement, dated November 21, 2016, between 3D Systems Corporation and Menno Ellis. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020.)
10.35*			Non-employee Director Compensation Policy, dated October 1, 2024. (Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10 Q, filed on November 26, 2024.)
10.27*			Employment Agreement, dated October 1, 2020, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020.)
10.36*			Form of Exchange and Consent Agreement. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on December 9, 2025.)
10.28*			Amendment No. 1 to the Employment Agreement, dated February 22, 2021, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 5, 2021.)
16.1			Letter from BDO USA, P.C. to the Securities and Exchange Commission dated December 5, 2023 (Incorporated by reference to Exhibit 16.1 of the Registrant's Current Report on Form 8-K, filed on December 6, 2023.)
10.29*			Consulting Agreement, dated October 1, 2020, between 3D Systems Corporation and Reji Puthenveetil. (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020.)
16.2			Letter from BDO USA, P.C. to the Securities and Exchange Commission dated August 13, 2024 (Incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A, filed on August 13, 2024.)
10.30*			Employment Agreement, dated August 30, 2021, by and between 3D Systems Corporation and Phyllis Nordstrom. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed November 8, 2021.)
19			3D Systems Policy Statement Governing Insider Trading (Incorporated by reference to Exhibit 19.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 27, 2025).
10.31*			Executive Employment Agreement dated December 7, 2022, by and between 3D Systems Corporation and Joseph Zuiker. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on December 9, 2022.)
21.1†			Subsidiaries of Registrant.
10.32*			3D Systems Corporation Non-Employee Director Deferred Compensation Plan, dated December 14, 2022. (Incorporated by reference to Exhibit 10.37 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 16, 2023).
23.1†			Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
10.33*			Executive Employment Agreement dated December 12, 2023, by and between 3D Systems Corporation and Jeffrey Creech. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on December 14, 2023.)
23.2†			Consent of Independent Registered Public Accounting Firm (BDO USA, P.C.).
10.34*			Separation Agreement, dated January 11, 2024, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on January 11, 2024.)
31.1†			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 9, 2026.
31.2†			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 9, 2026.
32.1†			Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 9, 2026.
32.2†			Certification of Principal Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 9, 2026.
97.1			3D Systems Corporation Clawback Policy (Incorporated by reference to Exhibit 97.1 of the Registrant’s Form 10-K for the year ended December 31, 2023, filed on August 13, 2024.)

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10.35*			Consulting Agreement, dated May 1, 2024, by and between 3D Systems Corporation and Andrew M. Johnson. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed on May 1, 2024.)
10.36*			Consulting Agreement, dated May 1, 2024, by and between 3D Systems Corporation and The Kaminda Group. (Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed on May 1, 2024.)
10.39*			Non-employee Director Compensation Policy, dated October 1, 2024. (Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10 Q, filed on November 26, 2024.)
16.1			Letter from BDO USA, P.C. to the Securities and Exchange Commission dated December 5, 2023 (Incorporated by reference to Exhibit 16.1 of the Registrant's Current Report on Form 8-K, filed on December 6, 2023.)
16.2			Letter from BDO USA, P.C. to the Securities and Exchange Commission dated August 13, 2024 (Incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A, filed on August 13, 2024.)
19.1			3D Systems Policy Statement Governing Insider Trading
21.1†			Subsidiaries of Registrant.
23.1†			Consent of Independent Registered Public Accounting Firm. (BDO USA, P.C.)
23.2†			Consent of Independent Registered Public Accounting Firm. (Deloitte & Touche LLP)
31.1†			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 26, 2025.
31.2†			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 26, 2025.
32.1†			Certification of Principal Executive Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 26, 2025.
32.2†			Certification of Principal Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 26, 2025.
97.1*			3D Systems Corporation Clawback Policy.
101.INS†			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because the its XBRL tags are embedded within the Inline XBRL document.
101.SCH†			Inline XBRL Taxonomy Extension Scheme Document
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†			XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File - this data file does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

* Management contract or compensatory plan or arrangement

† Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.

Item 16. Form 10-K Summary

None.

6148

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

						3D Systems Corporation
			By:			/s/ DR. JEFFREY A. GRAVES
						Dr. Jeffrey A. Graves
						President, Chief Executive Officer and Director
			Date:			March 269, ~~2025~~2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DR. JEFFREY A. GRAVES	Chief Executive Officer, President and Director	March 269, ~~2025~~2026
Dr. Jeffrey A. Graves	(principal executive officer)
/s/ JEFFREY D. CREECH	Executive Vice President, Chief Financial Officer	March 26, 2025
/s/ PHYLLIS NORDSTROM	Interim Chief Financial Officer and Chief Administrative Officer	March 9, 2026
Jeffrey D. Creech	(principal financial and accounting officer)
Phyllis Nordstrom	(principal financial and accounting officer)
/s/ CHARLES G. MCCLURE, JR	Chairman of the Board of Directors	March 269, ~~2025~~2026
Charles G. McClure, Jr.
/s/ MALISSIA R. CLINTON	Director	March 269, ~~2025~~2026
Malissia R. Clinton
/s/ CLAUDIA N. DRAYTON	Director	March 269, ~~2025~~2026
Claudia N. Drayton
/s/ THOMAS W. ERICKSON	Director	March 269, ~~2025~~2026
Thomas W. Erickson
/s/ JIM D. KEVER	Director	March 269, ~~2025~~2026
Jim D. Kever
/s/ KEVIN S. MOORE	Director	March 269, ~~2025~~2026
Kevin S. Moore
/s/ DR. VASANT PADMANABHAN	Director	March 269, ~~2025~~2026
Dr. Vasant Padmanabhan
/s/ JOHN J. TRACY	Director	March 269, ~~2025~~2026
Dr. John J. Tracy

6249

3D Systems Corporation

Index to Consolidated Financial Statements

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			F-2
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Charlotte, NC; PCAOB ID#243)			F-76
Consolidated Balance Sheets as of December 31, 2024 and 2023			F-8
Consolidated Balance Sheets as of December 31, 2025 and 2024			F-7
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022			F-9
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023			F-8
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023, and 2022			F-10
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024, and 2023			F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022			F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023			F-10
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022			F-13
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023			F-12
Notes to Consolidated Financial Statements			F-1413

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of 3D Systems Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of 3D Systems Corporation and subsidiaries (the “"Company”") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), ~~stockholders’~~stockholder's equity, and cash flows, for each of the ~~year~~two years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “"financial statements”"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the ~~year~~two years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’'s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 269, ~~2025~~2026, expressed an adverse opinion on the Company’'s internal control over financial reporting because of material weaknesses.

Basis for Opinion

These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’'s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current-period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

Revenue - ~~Unobservable~~ Stand-Alone Selling Price Determination — Refer to Note 52 and 4 to the financial statements

Critical Audit Matter Description

The Company enters into contracts that include various combinations of products and services that are accounted for as separate performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation in a contract. When each of the products and services are sold separately, the Company uses a range of amounts to estimate SSP using observable historical transaction prices and allocates any discount based on the relative SSP of those products and services. In instances where the SSP is not directly observable, such as when the product or service is not sold separately, the SSP is determined using information that may include market conditions, expected cost plus margin, and other observable inputs.

We identified the Company's judgments to determine the unobservable SSP for each distinct performance obligation in a contract as a critical audit matter. The determination of unobservable SSPs is complex. Additionally, performing audit procedures to evaluate SSPs required a high degree of auditor judgment and an increased extent of effort.

F-2

We identified the Company's judgments to determine the SSP for each distinct performance obligation in a contract as a critical audit matter. The determination of SSPs is complex, and performing audit procedures to evaluate SSPs required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to ~~unobservable~~ stand-alone selling prices included the following, among others:

•We evaluated the reasonableness of management’s methodology for determining ~~SSP~~observable and unobservable SSPs.

•We tested the completeness and accuracy of data used in the SSP calculations and the mathematical accuracy of the SSP calculations.

•We tested a sample of the Company’s standalone selling prices and evaluated the reasonableness of the Company’s estimates based on the Company’s available pricing and discounting information.

Revenue from Collaboration Agreements – Refer to Note 5 to the financial statements

Critical Audit Matter Description

The Company enters into collaboration agreements which provide opportunities to earn milestone payments based upon the achievement of agreed-upon contract objectives. In accordance with ASC 606, to recognize revenue associated with a collaboration agreement, management is required to perform an assessment to conclude that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur as a result of including one or more milestone payments in the arrangement's transaction price, including when any uncertainty associated with the achievement of such milestones is ultimately resolved.

We identified the Company's accounting for collaboration agreements as a critical audit matter. Auditing collaboration agreements required an increased extent of effort and a high degree of auditor judgment due to the complexity of the arrangements and the judgments required to assess the probability of achievement of the milestones.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the revenue from collaboration agreements included the following, among others:

•We inspected the collaboration agreements, inclusive of the milestone billing requirements.

•We evaluated the accounting treatment for the collaboration agreements.

•We evaluated the probability of achievement of the contractual milestone payments, inclusive of making inquiries of engineering specialists and the Company’s collaboration partner.

•We tested the inputs to and mathematical accuracy of the revenue recognition calculations.

Goodwill, Intangible Assets and Long-Lived Assets Impairment Charges — Refer to Notes 2, 7, 8 and 9 to the financial statements

Critical Audit Matter Description

The Company has goodwill associated with its Healthcare Solutions reporting unit. The Company tests goodwill for impairment annually as of November 1, or between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Additionally, the Company reviews intangible assets and long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.

As of September 30, 2024, the Company concluded that, based on reported losses and negative cash flows for both current and historical reporting periods, combined with the significant decline in the Company's stock price, there was an indication that goodwill, intangible assets and long-lived assets were impaired. As a result, an interim impairment test was performed, and the Company recorded impairments of $101.4 million to goodwill, and $31.2 million, $5.9 million, and $5.2 million (representing the allocation of the aggregate impairment charge of $42.3 million) to intangible assets, property and equipment, and right-of-use assets, respectively. In performing its goodwill test for impairment, the Company applied a weighting to a discounted cash flow method and a market approach to estimate fair value. In performing their impairment test for intangible assets and long-lived assets, the Company utilized projections of future cash flows, and then applied discount rates as well as the use of comparable market information to estimate fair value. In applying the valuation approaches, management is required to make certain assumptions, including long-term revenue and expense forecasts, profit margins, discount rates, and terminal growth rates, certain of which involve unobservable inputs.

F-3

We identified the impairment evaluation for goodwill, intangible assets, and long-lived assets as a critical audit matter due to the judgments required of management in estimating projections of future cash flows, the selection of appropriate discount rates, and the determination of the comparable market information. Further, auditing the impairment evaluation required auditor judgment and significant effort, including the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to goodwill, intangible assets, and long-lived assets impairments included the following, among others:

•We assessed the reasonableness of management's forecasted cash flows by comparing the projections to historical results, external communications, and certain industry and market trends.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation assumptions including the discount rates, terminal growth rates, and earnings multiples and developed a range of independent estimates and compared those to the valuation assumptions selected by management.

•We tested the determination of the carrying value for the asset group and the Healthcare reporting unit, including the allocation of the asset group’s impairment to individual long-lived assets.

•We tested the source information underlying the determination of the valuation assumptions as well as the mathematical accuracy of the calculation.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

March 269, ~~2025~~2026

We have served as the Company’s auditor since 2024.

F-43

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of 3D Systems Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of 3D Systems Corporation and subsidiaries (the “"Company”") as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2024~~2025, of the Company and our report dated March 269, ~~2025~~2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’'s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’'s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’'s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’'s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

~~F-5~~•Management did not design and implement adequate controls within the revenue process to address the determination of standalone selling prices and allocation of the transaction price to separate performance obligations to support revenue accounting.

•Management did not ~~maintain~~design ~~an effective control environment based on the criteria established in Internal Control — Integrated Framework (2013) issued by COSO~~ and ~~identified deficiencies in the principles associated with the Control Environment component that constitute material weaknesses, either individually or in the aggregate. Management failed to~~ maintain ~~sufficient~~adequate ~~qualified~~controls ~~resources~~over ~~with~~ the ~~appropriate level of knowledge, experience, and training necessary to support~~ accounting ~~and~~treatment ~~financial~~for ~~reporting~~market-based ~~processes~~stock ~~and~~compensation ~~controls~~awards. ~~This material weakness in the Control Environment component contributed to the following control activity material weaknesses:~~

•Management did not design and maintain adequate controls within the revenue process that resulted in material weaknesses, either individually or in aggregate. Contract terms, pricing, standalone selling price models, and determination of timing of revenue recognition were not adequately reviewed prior to entry in the Company’s information systems. In addition, management did not effectively implement an accounting system that appropriately captures the allocation of their transaction price to the performance obligations to support revenue accounting. F-4

~~•Management~~These ~~did~~material ~~not~~weaknesses ~~design~~were ~~and~~considered ~~maintain~~in ~~adequate~~determining ~~controls~~the ~~over~~nature, ~~certain~~timing, ~~assumptions~~and ~~used~~extent of audit tests applied in ~~the~~our ~~valuation~~audit of ~~indefinite-lived~~the ~~intangible~~consolidated ~~assets,~~financial ~~goodwill~~statements as of and ~~other~~for ~~long-lived~~the ~~assets~~year ~~related~~ended toDecember an31, ~~impairment~~2025, ~~charge~~of the Company, ~~that~~and ~~resulted~~this inreport ~~material~~does ~~weaknesses,~~not ~~either~~affect ~~individually~~our orreport inon ~~aggregate~~such financial statements.

•Management did not design and maintain adequate controls within the financial close and reporting process that resulted in material weaknesses, either individually or in aggregate. Management did not maintain comprehensive formal accounting policies. Management also did not maintain controls over manual journal entries, balance sheet account reconciliations, and financial statement disclosures.

•Management did not design and maintain adequate controls over the accounting treatment for certain technical matters, including controls related to complex and/or non-routine transactions and arrangements, that resulted in material weaknesses, either individually or in aggregate.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

March 269, ~~2025~~2026

F-65

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

3D Systems Corporation

Rock Hill, South Carolina

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated ~~balance sheet of 3D Systems Corporation (the “Company”) as of December 31, 2023, the related consolidated~~ statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows of 3D Systems Corporation (the “Company”) for the ~~years~~year ended December 31, 2023 ~~and 2022~~, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the ~~financial~~results ~~position~~ of the Company’s ~~at December 31, 2023, and the results of its~~ operations and ~~its~~ cash flows for the ~~years~~year ended December 31, 2023 ~~and 2022~~, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We served as the Company's auditor from 2003 to 2024.

Charlotte, North Carolina

August 13, 2024, except for Note 2119, as to which the date is March 26, 2025.

F-6

3D SYSTEMS CORPORATION

Consolidated Balance Sheets


(in thousands, except par value)	December 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	95,635	$	171,324
Accounts receivable, net of reserves — $3,608 and $2,433	83,806		101,471
Inventories	127,496		118,530
Prepaid expenses and other current assets	39,770		34,329

Assets held for sale	—		3,176
Total current assets	346,707		428,830
Property and equipment, net	49,249		51,044
Intangible assets, net	16,614		18,020
Goodwill	15,575		14,879
Operating lease right-of-use assets	45,364		50,715
Finance lease right-of-use assets	7,774		8,726
Long-term deferred income tax assets	2,787		2,063
Other assets	37,658		34,569
Total assets	$	521,728	$	608,846
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
Current liabilities:
Current portion of long-term debt, net of deferred financing costs	$	3,944	—
Current operating lease liabilities	11,583		9,514
Accounts payable	41,017		41,833
Accrued and other liabilities	46,656		45,488
Customer deposits and deferred revenue	17,423		32,010


Liabilities held for sale	—		10,251
Total current liabilities	120,623		139,096

Long-term debt, net of deferred financing costs	86,394		211,995
Long-term operating lease liabilities	45,420		52,527
Long-term deferred income tax liabilities	2,740		2,076
Other liabilities	24,000		25,001
Total liabilities	279,177		430,695
Commitments and contingencies (Note 20)
Redeemable non-controlling interest	2,193		1,958
Stockholders’ equity:
Preferred stock, 5,000 shares authorized; no par value; no shares issued and outstanding as of December 31, 2025 and 2024	—		—
Common stock, $0.001 par value, authorized 220,000 shares; shares issued 145,581 and 135,510 as of December 31, 2025 and 2024, respectively	146		136
Additional paid-in capital	1,620,399		1,593,366
Accumulated deficit	(1,332,360)		(1,362,243)
Accumulated other comprehensive loss	(47,827)		(55,066)
Total stockholders’ equity	240,358		176,193
Total liabilities, redeemable non-controlling interest and stockholders’ equity	$	521,728	$	608,846

See accompanying notes to consolidated financial statements.

F-7

3D SYSTEMS CORPORATION

(in thousands, except par value)	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	171,324	$	331,525
Accounts receivable, net of reserves — $2,433 and $3,389	101,471		101,497
Inventories	118,530		152,188
Prepaid expenses and other current assets	34,329		42,612
Assets held for sale	3,176		—
Total current assets	428,830		627,822
Property and equipment, net	51,044		64,461
Intangible assets, net	18,020		62,724
Goodwill	14,879		116,082
Operating lease right-of-use assets	50,715		58,406
Finance lease right-of-use assets	8,726		12,174
Long-term deferred income tax assets	2,063		4,230
Other assets	34,569		44,761
Total assets	$	608,846	$	990,660
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
Current liabilities:
Current operating lease liabilities	$	9,514	$	9,924
Accounts payable	41,833		49,757
Accrued and other liabilities	45,488		49,460
Customer deposits	4,712		7,599
Deferred revenue	27,298		30,448
Liabilities held for sale	10,251		—
Total current liabilities	139,096		147,188
Long-term debt, net of deferred financing costs	211,995		319,356
Long-term operating lease liabilities	52,527		56,795
Long-term deferred income tax liabilities	2,076		5,162
Other liabilities	25,001		33,400
Total liabilities	430,695		561,901
Commitments and contingencies (Note 22)
Redeemable non-controlling interest	1,958		2,006
Stockholders’ equity:
Common stock, $0.001 par value, authorized 220,000 shares; shares issued 135,510 and 133,619 as of December 31, 2024 and 2023, respectively	136		134
Additional paid-in capital	1,593,366		1,577,519
Accumulated deficit	(1,362,243)		(1,106,650)
Accumulated other comprehensive loss	(55,066)		(44,250)
Total stockholders’ equity	176,193		426,753
Total liabilities, redeemable non-controlling interest and stockholders’ equity	$	608,846	$	990,660

Consolidated Statements of Operations


	Year Ended December 31,
(in thousands, except per share amounts)	2025		2024		2023
Revenue:
Products	$	223,405	$	279,178	$	328,731
Services	163,497		160,943		159,338
Total revenue	386,902		440,121		488,069
Cost of sales:
Products	151,145		175,859		203,258
Services	104,712		100,084		88,390
Total cost of sales	255,857		275,943		291,648
Gross profit	131,045		164,178		196,421
Operating expenses:
Selling, general and administrative	161,331		210,132		210,172
Research and development	65,037		86,479		89,466
Asset impairment charges	760		144,967		302,787
Total operating expenses	227,128		441,578		602,425
Loss from operations	(96,083)		(277,400)		(406,004)
Non-operating income (loss):
Foreign exchange gain (loss), net	3,637		2,452		(4,825)
Interest income	3,956		7,302		19,511
Interest expense	(5,162)		(2,564)		(3,301)
Gain on disposition	139,590		—		—
Other income, net	3,654		20,214		32,307
Total non-operating income	145,675		27,404		43,692
Net income (loss) before income taxes	49,592		(249,996)		(362,312)
(Provision) benefit for income taxes	(14,871)		(2,193)		641
Loss on equity method investment, net of income taxes	(4,838)		(3,404)		(1,282)
Net income (loss) before redeemable non-controlling interest	29,883		(255,593)		(362,953)
Less: net loss attributable to redeemable non-controlling interest	—		—		(265)
Net income (loss) attributable to 3D Systems Corporation	$	29,883	$	(255,593)	$	(362,688)

Net income (loss) per common share:
Basic	$	0.23	$	(1.94)	$	(2.79)
Diluted	$	0.19	$	(1.94)	$	(2.79)

Weighted average shares outstanding:
Basic	129,159		131,861		129,944
Diluted	175,514		131,861		129,944

See accompanying notes to consolidated financial statements.

F-8

3D SYSTEMS CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(in thousands)	2025		2024		2023
Net income (loss) before redeemable non-controlling interest	$	29,883	$	(255,593)	$	(362,953)
Other comprehensive income (loss), net of taxes:
Pension plan adjustment	20		(163)		(386)

Foreign currency translation	7,219		(10,653)		9,630
Unrealized gain on short-term investments	—		—		108
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		220

Total other comprehensive income (loss), net of taxes:	7,239		(10,816)		9,572
Total comprehensive income (loss), net of taxes	37,122		(266,409)		(353,381)
Less: comprehensive loss attributable to redeemable non-controlling interest	—		—		(265)
Comprehensive income (loss) attributable to 3D Systems Corporation	$	37,122	$	(266,409)	$	(353,116)

	Year Ended December 31,
(in thousands, except per share amounts)	2024		2023		2022
Revenue:
Products	$	279,178	$	328,731	$	395,396
Services	160,943		159,338		142,635
Total revenue	440,121		488,069		538,031
Cost of sales:
Products	175,859		203,258		237,386
Services	100,084		88,390		86,412
Total cost of sales	275,943		291,648		323,798
Gross profit	164,178		196,421		214,233
Operating expenses:
Selling, general and administrative	210,132		210,172		244,181
Research and development	86,479		89,466		87,071
Asset impairment charges	144,967		302,787		—
Total operating expenses	441,578		602,425		331,252
Loss from operations	(277,400)		(406,004)		(117,019)
Non-operating income (loss):
Foreign exchange gain (loss), net	2,452		(4,825)		(4,424)
Interest income	7,302		19,511		9,352
Interest expense	(2,564)		(3,301)		(2,811)
Other income (loss), net	20,214		32,307		(5,907)
Total non-operating income (loss)	27,404		43,692		(3,790)
Loss before income taxes	(249,996)		(362,312)		(120,809)
(Provision) benefit for income taxes	(2,193)		641		(2,140)
Loss on equity method investment, net of income taxes	(3,404)		(1,282)		—
Net loss before redeemable non-controlling interest	(255,593)		(362,953)		(122,949)
Less: net loss attributable to redeemable non-controlling interest	—		(265)		(238)
Net loss attributable to 3D Systems Corporation	$	(255,593)	$	(362,688)	$	(122,711)
Net loss per common share:
Basic	$	(1.94)	$	(2.79)	$	(0.96)
Diluted	$	(1.94)	$	(2.79)	$	(0.96)
Weighted average shares outstanding:
Basic	131,861		129,944		127,818
Diluted	131,861		129,944		127,818

See accompanying notes to consolidated financial statements.

F-9

3D SYSTEMS CORPORATION

Consolidated Statements of Cash Flows

	Year Ended December 31,
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net loss before redeemable non-controlling interest	$	(255,593)	$	(362,953)	$	(122,949)
OPERATING ACTIVITIES
Other comprehensive loss, net of taxes:
Net income (loss) before redeemable non-controlling interest	$	29,883	$	(255,593)	$	(362,953)
Pension plan adjustment	(163)		(386)		2,942
Adjustments to reconcile income (loss) to net cash used in operating activities:
Foreign currency translation	(10,653)		9,630		(18,730)
Depreciation and amortization	21,511		33,310		33,413
Unrealized gain (loss) on short-term investments	—		108		(3,557)
Accretion of debt discount	1,463		1,378		2,640
Amounts reclassified from accumulated other comprehensive income (loss)	—		220		3,229
Stock-based compensation	9,525		18,457		23,504
Total other comprehensive (loss) income, net of taxes:	(10,816)		9,572		(16,116)
Loss on short-term investments	—		—		6
Total comprehensive loss, net of taxes	(266,409)		(353,381)		(139,065)
Non-cash operating lease expense	9,974		9,871		9,267
Less: comprehensive loss attributable to redeemable non-controlling interest	—		(265)		(238)
Provision for inventory obsolescence and revaluation	8,201		12,360		6,350
Comprehensive loss attributable to 3D Systems Corporation	$	(266,409)	$	(353,116)	$	(138,827)
Provision for bad debts	1,810		506		595
(Gain) loss on the disposition of businesses, property, equipment and other assets	(138,569)		2,795		6
Gain on debt extinguishment	(5,484)		(21,518)		(32,181)
Benefit for deferred income taxes and reserve adjustments	(685)		(952)		(2,412)
Loss on equity method investment	4,838		3,404		1,282
Asset impairment charges	760		144,967		304,698
Changes in operating accounts:
Accounts receivable	18,423		(6,376)		(6,186)
Inventories	(14,440)		15,766		(20,555)
Prepaid expenses and other current assets	698		7,049		(7,961)
Accounts payable	(3,472)		(5,812)		(5,526)
Deferred revenue and customer deposits	(8,421)		3,602		1,245
Accrued and other liabilities	(4,518)		(6,187)		(12,933)
All other operating activities	(19,325)		(1,914)		(12,994)
Net cash used in operating activities	(87,828)		(44,887)		(80,695)
INVESTING ACTIVITIES
Purchases of property and equipment	(9,944)		(16,121)		(27,183)
Sales and maturities of short-term investments	—		—		180,925
Proceeds from sale of assets and businesses, net of cash sold	122,681		96		194
Acquisitions and other investments, net of cash acquired	(3,933)		(3,000)		(29,152)
Other investing activities	186		—		—
Net cash provided by (used in) investing activities	108,990		(19,025)		124,784
FINANCING ACTIVITIES
Proceeds from borrowings	92,030		—		—
Debt issuance and amendment costs	(6,132)		—		—
Repayment of borrowings and long-term debt	(169,987)		(87,218)		(100,614)
Stock repurchases	(14,960)		—		—
Taxes paid related to net-share settlement of equity awards	(1,025)		(2,662)		(5,211)
Other financing activities	(1,593)		(1,385)		(644)
Net cash used in financing activities	(101,667)		(91,265)		(106,469)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,724		(5,053)		3,516
Net decrease in cash, cash equivalents and restricted cash	(75,781)		(160,230)		(58,864)
Cash, cash equivalents and restricted cash at the beginning of the year	172,881		333,111		391,975
Cash, cash equivalents and restricted cash at the end of the year	$	97,100	$	172,881	$	333,111
Balances per Consolidated Balance Sheets:
Cash and cash equivalents	$	95,635	$	171,324	$	331,525
Restricted cash included in prepaid expenses and other current assets	126		123		119
Restricted cash included in other assets (a)	1,339		1,434		1,467
Total cash, cash equivalents and restricted cash	$	97,100	$	172,881	$	333,111

~~See~~Continued ~~accompanying~~on ~~notes~~next ~~to consolidated financial statements.~~page

F-10

3D SYSTEMS CORPORATION


Supplemental cash flow information
Lease assets obtained in exchange for new lease liabilities	$	3,483	$	6,678	$	38,037
Cash interest payments	3,538		1,017		478
Cash income tax payments, net	9,633		5,540		3,898
Transfer of equipment from inventory to property and equipment, net (b)	4,032		1,992		2,098

Exchange of NAMI trade receivables for loan receivable (c)	—		1,960		—
Exchange of assets for investment	1,016		—		—
Conversion of debt to equity	30,773		—		—
Shares issued as debt issuance costs	1,328		—		—

	Year Ended December 31,
(in thousands)	2024		2023		2022
Cash flows from operating activities:
Net loss before redeemable non-controlling interest	$	(255,593)	$	(362,953)	$	(122,949)
Adjustments to reconcile loss income to net cash used in operating activities:
Depreciation and amortization	33,310		33,413		36,034
Accretion of debt discount	1,378		2,640		2,652
Stock-based compensation	18,457		23,504		42,415
Loss on short-term investments	—		6		3,146
Non-cash operating lease expense	9,871		9,267		6,366
Provision for inventory obsolescence and revaluation	12,360		6,350		2,586
Provision for bad debts	506		595		562
Loss on the disposition of businesses, property, equipment and other assets	2,795		6		104
Gain on debt extinguishment	(21,518)		(32,181)		—
Benefit for deferred income taxes and reserve adjustments	(952)		(2,412)		(2,518)
Loss on equity method investment	3,404		1,282		—
Impairments of assets	144,967		304,698		4,095
Changes in operating accounts:
Accounts receivable	(6,376)		(6,186)		8,144
Inventories	15,766		(20,555)		(51,082)
Prepaid expenses and other current assets	7,049		(7,961)		8,229
Accounts payable	(5,812)		(5,526)		(3,787)
Deferred revenue and customer deposits	3,602		1,245		(6,947)
Accrued and other liabilities	(6,187)		(12,933)		10,702
All other operating activities	(1,914)		(12,994)		(7,773)
Net cash used in operating activities	(44,887)		(80,695)		(70,021)
Cash flows from investing activities:
Purchases of property and equipment	(16,121)		(27,183)		(20,907)
Purchases of short-term investments	—		—		(384,388)
Sales and maturities of short-term investments	—		180,925		200,314
Proceeds from sale of assets and businesses, net of cash sold	96		194		325
Acquisitions and other investments, net of cash acquired	(3,000)		(29,152)		(103,699)
Net cash (used in) provided by investing activities	(19,025)		124,784		(308,355)
Cash flows from financing activities:
Repayment of borrowings/long-term debt	(87,218)		(100,614)		—
Purchase of non-controlling interests	—		—		(2,300)
Taxes paid related to net-share settlement of equity awards	(2,662)		(5,211)		(10,864)
Other financing activities	(1,385)		(644)		(651)
Net cash used in financing activities	(91,265)		(106,469)		(13,815)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5,053)		3,516		(5,804)
Net decrease in cash, cash equivalents and restricted cash	(160,230)		(58,864)		(397,995)
Cash, cash equivalents and restricted cash at the beginning of the year a	333,111		391,975		789,970
Cash, cash equivalents and restricted cash at the end of the year a	$	172,881	$	333,111	$	391,975

(a)Amounts included in restricted cash as of December 31, 2025, December 31, 2024 and December 31, 2023 includes guarantees in the form of a standby letter of credit as security for a long-term real estate lease.

F-11

Supplemental cash flow information
Lease assets obtained in exchange for new lease liabilities	$	6,678	$	38,037	$	6,037
Cash interest payments	1,017		478		196
Cash income tax payments, net	5,540		3,898		5,330
Transfer of equipment from inventory to property and equipment, net b	1,992		2,098		(2,004)
Stock issued for acquisition	—		—		7,091
Exchange of NAMI trade receivables for loan receivable c	1,960		—		—

(a)The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of such amounts reported in the consolidated statements of cash flows.

	December 31, 2024		December 31, 2023		December 31, 2022
Cash and cash equivalents	$	171,324	$	331,525	$	388,134
Restricted cash included in prepaid expenses and other current assets	123		119		114
Restricted cash included in other assets	1,434		1,467		3,727
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	172,881	$	333,111	$	391,975

Amounts included in restricted cash as of December 31, 2024 and December 31, 2023 primarily relate to guarantees in the form of a standby letter of credit as security for a long-term real estate lease. Refer to Note 22 for further information. Amounts included in restricted cash as of December 31, 2022 primarily relate to $3,435 deposited into and held in an escrow account prior to its use as part of our initial investment in the National Additive Manufacturing Innovation ("NAMI") joint venture. Refer to Note 10 for further information. The remaining amounts in restricted cash as of all periods presented relate to collateral for letters of credit and bank guarantees.

(b)Inventory is transferred to property and equipment at cost when we require additional machines for training or demonstration or for placement into on demand manufacturing services locations.

(c)~~The~~During the year ended December 31, 2024, the Company provided $2.0 million to the NAMI joint venture as a short-term loan to finance its working capital and capital expenditures requirements, which was used by the joint venture to pay outstanding trade receivables due to the Company. Refer to Note 109 for further information.

See accompanying notes to consolidated financial statements.

F-1211

3D SYSTEMS CORPORATION

~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~statement OFof ~~STOCKHOLDERS~~Stockholder's ~~EQUITY~~Equity

Years Ended December 31, 2024, 2023 and 2022


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
(in thousands, except par value)	Shares	Par Value 0.001
Balance, December 31, 2022	131,207	$	131	$	1,547,597	$	(743,962)	$	(53,822)	$	749,944
Shares issued, vested & expired under equity incentive plans	3,033	3		—		—		—		3
Shares withheld related to net-share settlement of equity awards	(621)	—		(5,211)		—		—		(5,211)
Stock-based compensation expense	—	—		35,612		—		—		35,612
Net loss attributable to 3D Systems Corp.	—	—		—		(362,688)		—		(362,688)
Pension plan adjustment	—	—		—		—		(386)		(386)
Unrealized loss on short-term investments	—	—		—		—		328		328
Redeemable non-controlling interest redemption value in excess of carrying value	—	—		(479)		—		—		(479)
Foreign currency translation adjustment	—	—		—		—		9,630		9,630
Balance, December 31, 2023	133,619	134		1,577,519		(1,106,650)		(44,250)		426,753
Shares issued, vested & expired under equity incentive plans	2,511	2		—		—		—		2
Shares withheld related to net-share settlement of equity awards	(620)	—		(2,662)		—		—		(2,662)
Stock-based compensation expense	—	—		18,448		—		—		18,448
Net loss attributable to 3D Systems Corp.	—	—		—		(255,593)		—		(255,593)
Pension plan adjustment	—	—		—		—		(163)		(163)

Redeemable non-controlling interest redemption value in excess of carrying value	—	—		61		—		—		61
Foreign currency translation adjustment	—	—		—		—		(10,653)		(10,653)
Balance, December 31, 2024	135,510	136		1,593,366		(1,362,243)		(55,066)		176,193
Shares issued, vested & expired under equity incentive plans	1,184	—		—		—		—		—
Shares withheld related to net-share settlement of equity awards	(434)	—		(1,025)		—		—		(1,025)

Stock-based compensation expense	—	—		10,078		—		—		10,078
Net income attributable to 3D Systems Corp.	—	—		—		29,883		—		29,883
Pension plan adjustment	—	—		—		—		20		20





Foreign currency translation adjustment	—	—		(132)		—		7,219		7,087
Retirement of Treasury Shares	(8,000)	(8)		(14,952)		—		—		(14,960)
Shares Issued for Convertible Debt	17,321	18		33,064		—		—		33,082
Balance, December 31, 2025	145,581	$	146	$	1,620,399	$	(1,332,360)	$	(47,827)	$	240,358

	Common Stock
(in thousands, except par value)	Shares	Par Value $0.001		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
December 31, 2021	128,375	$	128	$	1,501,210	$	(621,251)	$	(37,706)	$	842,381
Shares issued, vested & expired under equity incentive plans	2,783	3		—		—		—		3
Shares withheld related to net-share settlement of equity awards	(746)	(1)		(10,863)		—		—		(10,864)
Shares issued to acquire assets and businesses	795	1		7,090		—		—		7,091
Stock-based compensation expense	—	—		50,756		—		—		50,756
Net (loss) attributable to 3D Systems Corp.	—	—		—		(122,711)		—		(122,711)
Pension plan adjustment	—	—		—		—		2,942		2,942
Unrealized loss on short-term investments	—	—		—		—		(328)		(328)
Redeemable non-controlling interest redemption value in excess of carrying value	—	—		(596)		—		—		(596)
Foreign currency translation adjustment	—	—		—		—		(18,730)		(18,730)
December 31, 2022	131,207	131		1,547,597		(743,962)		(53,822)		749,944
Shares issued, vested & expired under equity incentive plans	3,033	3		—		—		—		3
Shares withheld related to net-share settlement of equity awards	(621)	—		(5,211)		—		—		(5,211)
Stock-based compensation expense	—	—		35,612		—		—		35,612
Net (loss) attributable to 3D Systems Corp.	—	—		—		(362,688)		—		(362,688)
Pension plan adjustment	—	—		—		—		(386)		(386)
Unrealized loss on short-term investments	—	—		—		—		328		328
Redeemable non-controlling interest redemption value in excess of carrying value	—	—		(479)		—		—		(479)
Foreign currency translation adjustment	—	—		—		—		9,630		9,630
December 31, 2023	133,619	134		1,577,519		(1,106,650)		(44,250)		426,753
Shares issued, vested & expired under equity incentive plans	2,511	2		—		—		—		2
Shares withheld related to net-share settlement of equity awards	(620)	—		(2,662)		—		—		(2,662)
Stock-based compensation expense	—	—		18,448		—		—		18,448
Net (loss) attributable to 3D Systems Corp.	—	—		—		(255,593)		—		(255,593)
Pension plan adjustment	—	—		—		—		(163)		(163)
Redeemable non-controlling interest redemption value below carrying value	—	—		61		—		—		61
Foreign currency translation adjustment	—	—		—		—		(10,653)		(10,653)
December 31, 2024	135,510	$	136	$	1,593,366	$	(1,362,243)	$	(55,066)	$	176,193

See accompanying notes to consolidated financial statements.

F-1312

3D SYSTEMS CORPORATION

~~NOTES~~Notes TOto ~~THE~~the ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

(NOTE 1~~) Overview~~ ~~and~~- ~~Basis~~OVERVIEW ofAND ~~Presentation~~BASIS OF PRESENTATION

Nature of Business

3D Systems Corporation (“"3D Systems”" or the “"Company”" or “"we”," ~~or “~~"our”" or “"us”") ~~provides~~markets comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, and services, including maintenance, advanced manufacturing and applications engineering. We market our products and services through subsidiaries in North America and South America (~~collectively referred to as~~ "Americas"), Europe and the Middle East (~~collectively referred to as~~ "EMEA"), and Asia Pacific and Oceania (~~collectively referred to as~~ "APAC"). We provide comprehensive 3D printing and digital manufacturing solutions, including 3D printers for plastics and metals, materials, software, and services, including maintenance, advanced manufacturing and applications engineering. Our solutions support advanced applications in two key industry verticals: Healthcare Solutions (which includes, dental, medical devices, personalized health services and regenerative medicine) and Industrial Solutions (which includes aerospace, defense, transportation and general manufacturing). We have over 35 years of experience and expertise, which have proven vital to our development of an ecosystem and end-to-end digital workflow solutions that enable customers to optimize product designs, transform workflows, bring innovative products to market and drive new business models.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“"GAAP”"). The consolidated financial statements include the accounts of the Company, including all majority and wholly-owned subsidiaries and entities in which a controlling interest is maintained. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.

A non-controlling interest in a subsidiary reflects an ownership interest in a majority-owned subsidiary that is not attributable to the Company. For the periods presented, the Company's financial statements include a redeemable non-controlling interest (“"RNCI”"), which has been reported in temporary equity in the consolidated balance sheets. The net loss attributable to the RNCI is presented as an adjustment to the Company's consolidated net income (loss) to arrive at net income (loss) attributable to 3D Systems Corporation in the consolidated statements of operations and consolidated statements of comprehensive loss. Furthermore, adjustments to record the RNCI at its redemption value are recorded to additional paid-in capital, and the excess redemption value is recognized as an increase or decrease to net income (loss) attributable to 3D Systems’ shareholders for purposes of reporting income (loss) per share. See Note 1514 for a summary of the activity related to the reported RNCI balance during the periods presented.

Our annual reporting period is the calendar year.

(NOTE 2~~) Significant~~ ~~Accounting~~- ~~Policies~~SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet dates and (2) the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience, currently available information and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates.

Revenue Recognition

We account for revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, “"Revenue from Contracts with Customers," ("ASC 606").” ~~Collaboration~~Collaborative arrangement contracts, for which the collaboration partner meets the definition of a customer, are recorded in accordance with ASC ~~Topic~~ 606; otherwise, the ~~collaboration~~collaborative arrangements are recorded in accordance with ASC Topic 808, "Collaborative Arrangements." See Note 54 for further discussion.

~~Held~~Revenue recognition for ~~Sale~~arrangements within the scope of ASC 606 includes the following five steps: (i) identifying the contract(s) with a customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations in the contract; and (v) recognizing revenue when (or as) a performance obligation is satisfied.

Revenue is recognized when control of the promised products or services is transferred to customers and in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and, accordingly, are accounted for as separate performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based upon its relative stand-alone selling price ("SSP"). Revenue is recognized net of allowances for returns and any taxes collected from customers that are subsequently remitted to governmental authorities.

A majority of our revenue is recognized at the point in time when products are shipped to or services are performed for customers. However, the Company also enters into service contracts and collaboration agreements with customers, for which the Company is typically required to recognize revenue over time.

Hardware and Materials

Revenue from hardware and material sales is recognized when control has been transferred to the customer, which generally occurs when the goods have been shipped or delivered to the customer, risk of loss has transferred to the customer, and the Company has a present right to payment. In limited circumstances, when printer or other hardware sales include substantive customer acceptance provisions, revenue is recognized either when customer acceptance has been obtained, customer acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the customer acceptance provisions have been satisfied.

Printers and certain other products include an assurance warranty for periods up to one year to ensure the product works as expected. These assurance warranties are not a separate performance obligation. For these initial product warranties, estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information regarding the nature, frequency and average cost of claims for each type of printer or other product, as well as assumptions about future activity and events. Revisions to expense accruals are made as necessary based on changes in these historical and future factors.

Software

The Company also markets and sells software tools that enable our customers to capture and customize content using our printers, design optimization and simulation software, and reverse engineering and inspection software. Our software does not require significant modification or customization, and the license provides the customer with a right to use the software as it exists when made available. Revenue from these software licenses is recognized either upon delivery of the product or of a key code which allows the customer to download the software. Customers may purchase post-sale support. Generally, the first year of support is included, but subsequent years are optional. Post-sale support, including the first year of support and the optional, subsequent years, are considered a separate obligation from the software and revenue is deferred at the time of sale and subsequently recognized ratably over future periods.

Services

The Company offers training, installation and non-contract maintenance services for our products. Additionally, the Company offers maintenance contracts customers can purchase at their option. For maintenance contracts, revenue is deferred at the time of sale based on the stand-alone selling prices of these services. Deferred revenue is recognized ratably over the term of the maintenance period on a straight-line basis and costs are expensed as incurred. Revenue from training, installation and non-contract maintenance services is recognized at the time of performance of the service. The Company also sells software as a service, whereby the customer has the right to access the software. Revenue is recognized ratably over the related subscription period, as our performance obligation to provide access to the software is progressively fulfilled over the stated term of the contract. Healthcare Solutions service sales are included within services revenue, and revenue is recognized upon shipment or delivery of the parts or performance of the service, based on the terms of the arrangement.

F-14

3DCollaboration ~~SYSTEMS CORPORATION~~Agreements

~~NOTES~~The TOnature ~~THE~~of ~~CONSOLIDATED~~the ~~FINANCIAL~~activities ~~STATEMENTS~~to be performed and the consideration exchanged under collaboration arrangements varies on a contract-by-contract basis. We evaluate collaboration arrangements to determine whether they meet the definition of a customer relationship for which revenue should be recorded and recognized. These contracts may contain multiple performance obligations and may contain fees for licensing, research and development services, contingent milestone payments upon the achievement of contractual developmental criteria and/or royalty fees based on the licensees’ product revenue. We determine the revenue to be recognized under these arrangements based upon an evaluation of the distinct performance obligations; the identification and evaluation of material rights; the estimation of the amount of variable consideration to be included in transaction price, as well as the timing for inclusion of such variable consideration; and the amount of transaction price assigned to and the pattern of transfer of control for each distinct performance obligation. This typically results in the recognition of revenue over time using a cost-to-cost percentage of completion model to measure the progress of the transfer of control.

~~balance~~We ~~sheets,~~review ~~with~~and ~~adjustments~~update ~~made,~~our ifestimate ~~necessary, to measure the disposal group at the lower~~ of ~~its~~variable ~~carrying~~consideration ~~value or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains~~ on ~~the sale of~~ a ~~disposal~~regular ~~group are not recognized until the date of sale~~basis. ~~Depreciation~~Any of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period that a disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments ~~are made~~ to ~~its~~estimated ~~carrying~~revenue ~~value.~~are ~~Gains or losses~~ recognized ~~upon~~under the ~~sale~~cumulative ofcatch-up ~~a disposal group that does not qualify as a discontinued operation are included in loss from operations in the consolidated statements of operations~~method. ~~Refer to Note 4 for further discussion.~~

Currently, all of our collaboration arrangement revenue and related costs relate to R&D being performed under a single regenerative medicine contract.

Terms of Sale

Shipping and handling activities are treated as fulfillment costs rather than as an additional promised service. The Company accrues the costs of shipping and handling when the related revenue is recognized. The Company’s incurred costs associated with shipping and handling are included in product cost of sales. Creditworthiness is determined, and credit is extended, based upon an evaluation of each customer’s financial condition. New customers are generally required to complete a credit application and provide references and bank information to facilitate an analysis of creditworthiness. The Company’s terms of sale generally provide payment terms that are customary in the countries where the Company transacts business. To reduce credit risk in connection with certain sales, the Company may, depending upon the circumstances, require significant deposits or payment in full prior to shipment. For maintenance services, the Company either bills customers on a time-and-materials basis or sell maintenance contracts that provide for payment in advance on either an annual or other periodic basis.

Significant Judgments

Allocation of Transaction Price

The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For such arrangements, the Company allocates revenue to each performance obligation based on its relative SSP. Judgment is required to determine the SSP for each distinct performance obligation in a contract. The Company estimates SSP using historical transaction data of observable prices. The Company uses a range of amounts to estimate SSP when the Company sells each of the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In other instances where SSP is not directly observable, such as when the product or service is not sold separately, the Company determines the SSP using information that may include market conditions, expected cost plus margin, and other observable inputs.

In some circumstances, the Company has more than one SSP for individual products and services due to the stratification of those products and services by customers, geographic region or other factors. In these instances, the Company may use information such as the size of the customer and geographic region in determining the SSP.

Variable Consideration

The Company must assess if and when it is appropriate to include variable consideration when determining transaction price. This assessment, which impacts the timing and the amount of revenue recognized under contracts accounted for in accordance with ASC 606, requires management to conclude that it is probable that a significant reversal of the amount of cumulative revenue recognized with respect to a contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

F-15

The Company’s collaboration agreements include the Company’s most significant variable consideration and require judgment in the estimation of the amount of variable consideration to be included in the transaction price, as well as the timing for inclusion of such variable consideration. In addition, the nature of the Company’s sales may lead to consideration that is variable in the form of discounts based on volumes purchased, trade in allowances, rebates or other discounts; however, these have historically not been material. The Company estimates variable consideration based on the expected value approach, which requires judgment in the identification of possible outcomes and in assessing the probability of those outcomes, or the most likely amount approach, which requires judgment to identify the most likely amount in a range of amounts. After estimating the amount of variable consideration, the Company includes the estimated variable consideration in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company assesses both the likelihood of a future reversal of revenue and how significant the reversal is relative to the total consideration. The Company’s estimates are based on historical experience, contract terms and other factors. Ongoing assessments are performed to determine if updates are needed to the original estimates.

Contracts Recognized Over Time

The Company recognizes the revenue attributable to certain contracts over time using a cost-to-cost percentage of completion model to measure progress of the transfer of control to the customer as services are performed, for which management believes the use of costs incurred reliably depicts the measurement of progress achieved by the Company in satisfying the performance obligation because it best depicts the transfer of control to the customer as we incur costs on our contracts. The application of this accounting requires the Company to estimate total costs that will be required to satisfy the related performance obligations. These estimates could change over the term of a contract.

Contract Balances

The timing of revenue recognition, billings and cash collections results in the recognition of billed accounts receivable and contract assets (including unbilled receivables) and customer deposits and deferred revenue (contract liabilities) on our consolidated balance sheets. Timing of revenue recognition may differ from the timing of invoicing to customers. We record accounts receivable when we have an unconditional right to recognize revenue at the time of invoicing, and unbilled receivables when revenue is recognized prior to invoicing. For most of our contracts, customers are invoiced when products are shipped or when services are performed resulting in billed accounts receivables for the remainder of the owed contract price. Unbilled receivables generally result from circumstances in which items have been shipped, revenue has been recognized, but the customer has not been charged. We also recognize a contract asset upon the recognition of revenue related to certain performance milestones that are deemed probable of achievement, but for which billing has not occurred and receipt of payment is conditioned upon factors other than the passage of time. Some contracts require the customer to remit a large payment at or near contract inception as a deposit prior to production, which is recorded as a customer deposit liability, however, revenue is not recorded until the performance obligation is satisfied. We also typically bill in advance for installation, training and maintenance contracts, as well as for extended warranties, resulting in deferred revenue.

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would be one year or less. These costs are recorded within selling, general and administrative expenses. Additionally, the Company has excluded performance obligations with an original expected duration of one year or less from our disclosure of remaining performance obligations.

F-16

Held for Sale

The Company classifies assets and liabilities to be sold ("disposal group") as held for sale in the period when all of the applicable criteria are met, including: (i) management, having the authority to approve the action, commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the disposal group is generally probable of being completed within one year. Management performs an assessment at least quarterly, or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities identified as held for sale are presented separately within the consolidated balance sheets, with adjustments made, if necessary, to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains on the sale of a disposal group are not recognized until the date of sale. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period that a disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. Gains or losses recognized upon the sale of a disposal group that does not qualify as a discontinued operation are included in loss from operations in the consolidated statements of operations. Refer to Note 3 for further discussion.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less when acquired. At times, cash and cash equivalents balances may be in excess of FDIC insurance limits.

Short-Term Investments

At times, the Company has invested a portion of its excess cash in short-term investments. The Company's short-term investment accounting policy is that securities with maturities greater than 90 days at the time of purchase that are available for operations in the next 12 months are classified as short-term investments. The Company’s short-term investments typically have consisted of investment grade bonds, certificates of deposit, commercial paper, and short maturity bond funds, all with a remaining maturity of generally less than twelve months at the date of purchase and classified as available-for-sale. Interest and dividends on these investments are recorded as income when earned.

Available-for-sale securities, which consist of debt securities, are carried at fair value with unrealized gains and losses, net of related tax, reported in accumulated other comprehensive loss. Adjustments to the fair value of investments classified as available-for-sale are recorded as an increase or decrease in accumulated other comprehensive income (loss) in shareholders’ equity. Impairment of available-for-sale securities that is attributable to credit losses is recognized as an allowance for credit losses in the consolidated statement of operations in the period in which a credit loss is identified. The Company periodically evaluates its investments for credit losses.

Variable Interest Entities

Upon making an investment in an entity, we assess whether the entity is a variable interest entity ("VIE"). The determination of whether an entity in which we hold a direct or indirect variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk at the time of our investment is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary. We may be required to reassess our conclusion as to whether an entity in which we have made an investment is a VIE upon the occurrence of a reconsideration event – for example, the occurrence of an event that may impact and, accordingly, requires a reassessment of whether an entity's total equity investment at risk is sufficient to finance the entity's activities without additional subordinated financial support.

We analyze any investments in VIEs to determine whether we are the primary beneficiary. We perform this assessment at the time that we become involved with a VIE and continuously reassess whether circumstances indicate that there might be a change in our conclusion regarding whether we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we consider both our direct and indirect economic interests in the entity. Determining which reporting entity, if any, is the primary beneficiary of a VIE is primarily a qualitative approach focused on identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. This analysis requires the exercise of judgment. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact a VIE’s economic performance including, but not limited to, the ability to direct a VIE’s operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions.

~~F-15~~Investments and Note Receivable

3D SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We have concluded that our investments in Theradaptive, Enhatch and the National Additive Manufacturing Innovation ("NAMI") joint venture are each an investment in a VIE. These entities are not consolidated because we have further concluded that the Company is not the primary beneficiary. As of December 31, 2024, our maximum exposure to losses associated with these VIEs is expected to be the $21.9 million carrying value of our investments in the VIEs, $2.0 million of which is included in prepaid expenses and other current assets, with the remaining in other assets on our consolidated balance sheets, plus an additional $1.5 million of cash that the Company may be required to expend to purchase Enhatch common shares prior to the warrant expiration on June 1, 2025, $0.6 million of which was expended in January 2025. Refer to Note 10 for additional details regarding our investments in Theradaptive, Enhatch and NAMI. We have no other investments in unconsolidated entities that have been determined to be VIEs.

Investments and Notes Receivable

The aggregate carrying values of our investments totaled $27.7 million and $26.8 million at December 31, 2024 and 2023, respectively. At each balance sheet date, these investments consist of equity securities without a readily determinable fair value, equity securities accounted for in accordance with the equity method of accounting, and a note receivable balance. Our accounting policies for each classification of investments are as follows.

Investments in Equity Securities with a Readily Determinable Fair Value

Upon making an initial investment in an equity security, we assess whether the equity security has a readily determinable fair value. For investments that meet the definition of and, therefore, qualify to be accounted for as an equity security without a readily determinable fair value, we subsequently reassess whether they continue to meet the definition of an equity security without a readily determinable fair value on a quarterly basis.

We recognize investments in equity securities without a readily determinable fair value at cost, minus impairment. In addition, we are required to remeasure the carrying value of an investment in equity securities without a readily determinable fair value if we identify observable price changes that relate to orderly transactions for an identical or similar investment in the same issuer. The remeasurement of the carrying value of an investment due to an identified observable price change shall be based upon the investment's fair value as of the date that the observable transaction occurred. Remeasurements, whether the result of impairment or observable price changes attributable to orderly transactions, are recorded as an adjustment to our reported net income or net loss.

F-17

We assess our investments in equity securities without a readily determinable fair value for potential impairment upon the occurrence of an event or a change in circumstances that would indicate the carrying amount of an investment may be impaired. On a quarterly basis, we first perform a qualitative assessment for potential impairment to determine whether measurement of the fair value of an investment to further assess for impairment is required. Impairments of equity securities without a readily determinable fair value are recorded to other income (loss), net in our consolidated statements of operations in the period in which they become impaired.

For the years ended December 31, 2024, 2023 and 2022, we recorded impairment charges of $0.2 million, $0 and $2.9 million, respectively, related to investments in equity securities without a readily determinable fair value. Refer to Note 109 for additional details regarding the carrying value of the Company's investments in equity securities without a readily determinable fair value as of each balance sheet date.

Equity Method of Accounting

The Company accounts for its investments in the common stock of NAMI and Enhatch using the equity method of accounting because it does not have a controlling interest and is not the primary beneficiary of these VIEs; however, the Company has the ability to exert significant influence. The Company's investments in NAMI's common stock were initially recorded at cost; whereas, the Company's investment in Enhatch's common stock, which reflects the partial exercise of a warrant, was recorded at the fair value of the common stock that was received upon exercise of the warrant. Each of these investments is subsequently adjusted for the Company’s proportionate share of the net earnings or losses and the other comprehensive income or loss of the investee. Intra-entity profits or losses associated with each equity method investment are eliminated until realized by the investee or the Company in transactions with third parties. Income or loss from these equity method investments is recorded as a separate line item in the consolidated statements of operations on a three-month lag. We evaluate material events occurring during the three-month lag period to determine whether the effects of such events should be disclosed in our financial statements. The Company evaluates each investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. Refer to Note 109 for additional details regarding the Company's investments accounted for in accordance with the equity method of accounting.

F-16

3D SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Notes Receivable

~~During~~Refer ~~December 2024, the Company entered into a short-term, non-interest bearing loan agreement with NAMI, whereby NAMI borrowed $2.0 million~~ to ~~finance~~Note ~~its~~9 ~~working capital and capital expenditure requirements. The related party loan is accounted~~ for atadditional ~~amortized~~details ~~cost~~regarding ~~and~~the ~~included~~carrying invalue ~~prepaid~~of ~~expenses~~the ~~and~~Company’s ~~other~~outstanding ~~current~~note ~~assets~~receivable onbalance ~~our~~as ~~consolidated~~of each balance sheet. date.

During the year ended December 31, 2024, the Company recorded a $0.5 million charge to other income (loss), net in our consolidated statements of operations as a result of concluding that the note receivable outstanding as of December 31, 2023 was not collectible.

Refer to Note 10 for additional details regarding the carrying value of the Company’s outstanding note receivable balance as of each balance sheet date.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. In evaluating the collectability of accounts receivable, we assess a number of factors, including specific customers’ ability to meet their financial obligations to us, the length of time receivables are past due, historical collection experience, current economic conditions, and reasonable and supportable forecasts. Based on these assessments, we record and adjust reserves for accounts receivable balances due from specific customers, as well as establish an allowance for expected credit losses related to our accounts receivable as a whole. If circumstances related to specific customers change, or economic conditions deteriorate such that our past collection experience is no longer relevant, our estimate of the recoverability of accounts receivable could be further reduced from the levels provided for in the consolidated financial statements. As of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, no single customer represented more than 10% of our consolidated accounts receivable balance.

The following presents the changes in the balance of our allowance for credit losses:

Year	Item	Balance at beginning of year		Additions charged to expense		Other (a)		Balance at end of year
2024	Allowance for credit losses	$	3,389	$	506	$	(1,462)	2,433
2025	Allowance for credit losses	$	2,433	$	1,810	$	(635)	3,608
2024	Allowance for credit losses	3,389		506		(1,462)		2,433
2023	Allowance for credit losses	3,114		595		(320)		3,389
2022	Allowance for credit losses	2,445		562		107		3,114

(a)Other includes the impact of write-offs, recoveries and foreign currency translation adjustments.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost reflecting standard cost, which approximates the first-in, first-out method. Capitalized inventory costs include materials, labor, and manufacturing overhead that relate to the acquisition of raw materials and production into finished goods. The Company regularly reviews inventory for excess and obsolescence and records a provision to write down inventory to its net realizable value when carrying value is in excess of such value.

F-18

Property and Equipment

Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of net income or loss. Repairs and maintenance costs are expensed as incurred.

FDepreciation expense has been computed principally by the straight-17line method based on the estimated useful lives of the depreciable assets which are generally as follows:

3D SYSTEMS CORPORATION


Category						Useful Life (in years)
Machinery and equipment						2-5
Capitalized software						3-5
Office furniture and equipment						1-5
Leasehold improvements						Life of lease a
Construction in progress						N/A

~~NOTES~~a. TOLeasehold ~~THE~~improvements ~~CONSOLIDATED~~are ~~FINANCIAL~~amortized ~~STATEMENTS~~on a straight-line basis over the shorter of (i) their estimated useful life or (ii) the estimated or contractual life of the related lease.

Intangible Assets (Excluding Goodwill)

Intangible assets include patents, trade names, customer relationships, acquired technology, and in process research and development ("IPR&D"). Intangible assets with a finite life are (1) amortized on a straight-line basis, with estimated useful lives typically ranging from 2 to 20 years, and (2) assessed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable, consistent with the Company's accounting policy for other long-lived assets with a finite life. Amortization expense is generally recognized within selling, general and administrative expense on the consolidated statements of operations.

Acquired IPR&D represents the fair value assigned to those research and development ("R&D") projects that were acquired in a business combination for which the related products have not received regulatory approval or commercial viability and have no alternative future use. If the project is not completed or is terminated or abandoned, the Company may have to recognize an impairment related to the IPR&D, which is charged to expense. ~~During~~Refer ~~the~~to ~~year~~Note ~~ended~~7 ~~December~~for ~~31,~~further ~~2023,~~discussion ~~the~~of ~~Company~~intangible ~~recognized~~asset aimpairment ~~$5.6 million~~charges ~~charge~~for tothe ~~fully~~years ~~impair~~ended ~~its~~December ~~only~~31, ~~IPR&D~~2024 ~~intangible~~and ~~asset~~2023. ~~Refer to Note 8.~~

Goodwill

Goodwill is the excess of the cost of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually on November 1st, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is performed at the reporting unit level, with all goodwill assigned to a reporting unit.

~~During~~The testing of goodwill for impairment requires the ~~fourth~~Company ~~quarter~~to ofmake ~~2023,~~several weestimates ~~elected~~related to ~~change~~projected ~~the~~future ~~annual~~cash ~~goodwill~~flows ~~impairment~~to ~~testing~~determine ~~date~~the ~~for~~fair ~~each~~value of ~~our~~the reporting units ~~from~~to ~~November~~which ~~30th~~goodwill tohas ~~November~~been ~~1st~~assigned. The Company ~~does~~determines ~~not~~whether ~~believe~~each ~~that~~reporting ~~this~~unit's ~~change~~fair tovalue ~~the~~exceeds ~~annual~~its ~~impairment~~carrying ~~testing~~amount, ~~date~~including ~~represents~~goodwill, abased ~~material~~upon ~~change~~projections inof future revenues, expenses, and cash flows discounted to their present value, as well as the ~~method~~application of ~~applying~~a anmarket ~~accounting~~approach. ~~principle~~Internal operational budgets and long-range strategic plans are used as a basis for the cash flow analysis. ~~This~~The ~~voluntary~~Company ~~change~~also isutilizes ~~preferable~~assumptions ~~because~~related itto ~~provides~~working ~~management~~capital, ~~with~~capital ~~sufficient~~expenditures, ~~time~~and terminal growth rates. The discount rate applied to ~~complete~~the ~~goodwill~~cash ~~impairment~~flow ~~tests~~analysis inis ~~advance~~based ofon the ~~Company’s~~weighted ~~year-end~~average ~~financial~~cost of capital ("WACC") for each reporting ~~and~~unit. ~~provides~~These ~~additional~~valuation ~~time~~approaches ~~for~~require the ~~execution~~application of ~~key~~Level ~~controls~~3 ~~and~~valuation ~~management~~inputs ~~review~~(as ~~over~~defined ~~the~~in ~~significant~~Note ~~estimates~~23). ~~and~~An ~~judgements~~impairment ~~inherent~~is inrecognized when the ~~performance~~carrying amount of the ~~test.~~reporting ~~This~~unit’s ~~change~~net toassets exceeds the ~~goodwill~~estimated ~~impairment~~fair ~~testing~~value ~~date~~of ~~was~~the ~~not~~reporting ~~applied~~unit. ~~retrospectively~~Refer asto itNote ~~was~~8 ~~impracticable~~for tofurther dodiscussions soregarding ~~without~~goodwill ~~applying~~impairment ~~hindsight~~tests ~~when~~and ~~developing~~charges ~~key~~for ~~assumptions~~the ~~and~~years ~~estimates~~ended ~~required~~December to31, ~~perform~~2025, ~~the~~2024 ~~test~~and 2023.

The testing of goodwill for impairment requires the Company to make several estimates related to projected future cash flows to determine the fair value of the reporting units to which goodwill has been assigned. The Company determines whether each reporting unit's fair value exceeds its carrying amount, including goodwill, based upon projections of future revenues, expenses, and cash flows discounted to their present value, as well as the application of a market approach. Internal operational budgets and longF-range strategic plans are used as a basis for the cash flow analysis. The Company also utilizes assumptions related to working capital, capital expenditures, and terminal growth rates. The discount rate applied to the cash flow analysis is based on the weighted average cost of capital (“WACC”) for each reporting unit. These valuation approaches require the application of Level 3 valuation inputs (as defined in Note 23). An impairment is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. 19

As a result of the significant decline in the trading price of our common stock and our market capitalization during the three months ended September 30, 2024, as well as reduced long-term cash flow forecasts prepared in connection with the Company's long-range planning process, the Company concluded that the performance of an interim period goodwill impairment test was required as of September 30, 2024. Upon completion of this interim period goodwill impairment test, the Company concluded that the carrying value of the Healthcare Solutions reporting unit exceeded its fair value by $101.4 million and recognized this amount within asset impairment charges on our consolidated statement of operations. Refer to Note 9 for further discussion regarding this goodwill impairment charge, as well as the $279.8 million goodwill impairment charge recognized during the year ended December 31, 2023, to write off the entire goodwill balance assigned to the Industrial Solutions reporting unit. No impairment charges were recorded related to goodwill for the year ended December 31, 2022.

F-18

3D SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Long Lived Assets Impairment

We review long-lived assets, including property and equipment, right of use assets and intangible assets, ("asset groups") that are held and used for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying value of an asset group that is held and used is not recoverable if it exceeds the sum of the undiscounted cash flows that are expected to result from the asset group's use and eventual disposition. If we determine that an asset group's carrying value is not recoverable, we must then compare the asset group's carrying value to its estimated fair value and record any excess carrying value over fair value as an impairment loss. Any impairment loss that is recognized is required to be allocated to the long-lived assets of an asset group on a pro rata basis, using the relative carrying amounts of the long-lived assets comprising the asset group, except that the loss allocated to an individual long-lived asset shall not reduce its carrying amount below its fair value whenever that fair value is determinable without undue cost and effort. Refer to Notes 6, 7, and 10 for further discussions regarding long-lived asset impairments for the years ended December 31, 2025, 2024, and 2023.

~~During~~Common the three months ended September 30, 2024, the Company concluded that there were indicators that the primary asset group underlying the Company's core operations should be tested for recoverability based upon the reporting of losses and negative cash flows for both current and historical reporting periods, combined with the significant decline in the Company's stock price during the period. Upon assessing this asset group for recoverability, the Company concluded that the asset group's carrying value exceeded the undiscounted cash flows that the asset group was expected to generate over the estimated remaining useful life of the asset group's primary asset, which was deemed to be acquired technology. Accordingly, the Company further tested this asset group for impairment as of September 30, 2024, using projected discounted cash flows, as well as a market approach based upon revenue multiples, to estimate the asset group's fair value.Stock

AsThe aholders ~~result~~ of ~~concluding that~~ the ~~carrying~~common ~~value~~stock ofare ~~the~~entitled ~~primary~~to ~~asset~~one ~~group~~vote ~~underlying~~for ~~the~~each ~~Company's~~share ~~core~~held ~~operations~~at ~~exceeded~~all ~~the~~meetings ~~fair value~~ of ~~the~~stockholders asset group as of September 30, 2024, the Company recorded an aggregate impairment loss of $42.3 million, within asset impairment charges on our consolidated statement of operations. After consideration of the relative carrying values of the long-lived assets comprising this asset group, as well as the long-lived asset fair values below which asset carrying amounts should not be impaired, the Company recorded impairment charges of $31.2 million, $5.9 million, and $5.2 million (~~representing the allocation of the aggregate impairment charge of $42.3 million) to intangible assets; property~~ and ~~equipment;~~for ~~and~~written ~~right-of-use~~actions ~~assets, respectively. The Company estimated the fair values of the intangible assets and right-of-use assets included~~ in ~~the~~lieu ~~asset group using the income approach and estimated the fair value~~ of ~~the property and equipment included in the asset group using the cost approach~~meetings). ~~The estimation of the fair values of all classes of long-lived assets to which the impairment charge has been allocated required the application of Level 3 valuation inputs, as defined in Note 23.~~

The payment of dividends on our common stock may be restricted by the provisions of credit agreements or other financing documents that we may enter into or the terms of securities that we may issue from time to time. Under the 2030 Notes indenture agreement, the Company may not declare and pay a cash dividend.

Contingencies

We follow the provisions of ASC 450, “"Contingencies,”" which requires that an estimated loss from a loss contingency be accrued by a charge to income if (1) it is probable that an asset has been impaired or that a liability has been incurred and (2) the amount of the loss can be reasonably estimated. Legal costs related to the defense or settlement of a loss contingency are expensed when such costs are incurred and, accordingly, future legal costs expected to be incurred are not accrued as part of the liability recorded when a loss contingency has been deemed probable and estimable.

Foreign Currency Translation and Transactions

The local currency in which a subsidiary operates is generally considered its functional currency for those subsidiaries domiciled outside the United States ("foreign subsidiaries"). The functional currency financial statements of foreign subsidiaries are translated to U.S. dollars ("USD") in connection with the preparation of the Company's consolidated financial statements. Assets and liabilities of foreign subsidiaries are translated to USD at month-end exchange rates applicable to the reporting period. Income and expense items are translated to USD monthly using monthly average exchange rates. The effects of translating a foreign subsidiary's financial statements are recorded as currency translation adjustments and reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity.

Foreign currency transactions are those transactions whose terms are denominated in a currency other than an entity's functional currency. Foreign currency transactions that remain unsettled as of the end of a reporting period must be remeasured into the entity's functional currency, resulting in the recognition of a gain or loss when a change in exchange rate has occurred subsequent to the date on which the transaction was originally recognized or was most recently remeasured. The Company recognizes foreign currency transaction gains and losses within foreign exchange gain (loss), net on its consolidated statements of operations.

F-19

3D SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Research and Development Costs

~~R&D~~Research ~~costs,~~and ~~consisting~~development ~~primarily of employee compensation, operating supplies, facility~~ costs ~~and~~relate ~~depreciation,~~to ~~are expensed as incurred. When~~ the ~~Company~~development isof ~~reimbursed~~new byproducts aand ~~collaboration~~services ~~partner~~and ~~for~~consist ~~work~~primarily ~~the~~of ~~Company~~employee ~~performs~~compensation, itoperating ~~records~~supplies, ~~the~~facility costs ~~incurred~~and asdepreciation. ~~R&D~~These ~~expense~~costs ~~and~~are ~~the~~expensed ~~related reimbursement~~ as ~~a reduction to R&D expense in its consolidated statements of operations~~incurred.

F-20

Earnings Per Share and Net Loss Per Share

Basic ~~earnings per share and basic~~ net income (loss) per share ~~are~~is calculated using the weighted-average number of common shares outstanding during each period. ~~When~~Diluted ~~applicable,~~net ~~diluted~~income ~~earnings~~(loss) per share is calculated based upon the inclusion of additional dilutive and potentially dilutive shares, which include shares issuable upon ~~the~~ exercise of outstanding stock options, upon ~~the~~ vesting of employee restricted stock-based awards, ~~for~~upon ~~settlement~~the accrual of ~~accrued~~ incentive compensation to be paid in shares (if ~~and~~any ~~when related~~ performance-based conditions have been satisfied as of the end of the reporting period), and to settle the portion of the convertible notes that may be settled in shares (where the conversion of such instruments would be dilutive). Refer to Note 1917.

Advertising Costs

Advertising costs are expensed as incurred and recorded in selling, general and administrative expense. Advertising costs, including trade shows, were $54.10 million, $75.1 million and $7.31 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Pension Costs

We sponsor a retirement benefit for one of our non-U.S. subsidiaries in the form of a defined benefit pension plan. Accounting standards require the cost of providing this pension benefit to be measured on an actuarial basis. ~~The application of these accounting standards require us to make assumptions and judgements that can significantly affect the measurement of our pension expense and our pension liability.~~ Actuarial gains and losses resulting from both normal year-to-year changes in valuation assumptions and differences between assumptions and actual experience are deferred and amortized. The application of these accounting standards require us to make assumptions and judgments that can significantly affect these measurements. Our critical assumptions in performing these actuarial valuations include the ~~selections~~selection of the ~~rate of compensation increase and the~~ discount rate ~~used~~ to determine the present value of the pension obligations, ~~each of~~ which affects the amount of pension expense ~~and pension liability~~ recorded in any given period. Changes in the ~~rate of compensation increase or~~ discount rate could have a material effect on our reported pension obligations and related pension expense. Refer to Note 1413.

Equity Compensation Plans

We recognize compensation expense for our stock-based compensation programs, which provide for the issuance of stock options, restricted stock, and restricted stock units (“"RSU”"), ~~performance-based~~that ~~awards~~can ~~and~~have ~~market~~service-based ~~awards.~~conditions ~~The~~and ~~fair value of service~~market-based ~~awards is estimated at the grant date and recognized as expense ratably over the requisite service period of the award~~conditions.

The fair value of ~~performance~~service-based awards is estimated onat the grant date and ~~expensed~~recognized ~~over~~as anexpense ~~implicit or explicit service period when the performance condition is deemed probable of achievement. Performance-based awards that cliff vest are expensed~~ ratably ~~using~~over the ~~straight-line~~requisite ~~method;~~service ~~whereas,~~period performance-based awards with graded vesting features are expensed using the graded vesting method. Stock compensation expense recorded for performance-based awards is reversed if the performance condition is no longer deemed probable of achievement or ultimately is not met. Some RSUs are granted with a performance measure derived from non-GAAP-based management targets or non-financial targets. Depending on our performance with respect to these metrics, the ~~number of RSUs earned may be less than, equal to or greater than the original number of RSUs awarded, subject to a payout range~~award.

The fair value of awards with market conditions ("market-based awards") is determined using a Monte Carlo valuation model and is expensed over an implicit or explicit service period regardless of whether the market condition is probable of achievement or not. Market-based awards that cliff vest are expensed ratably using the straight-line method; whereas, market-based awards with graded vesting features are expensed using the graded vesting method. Stock compensation expense is not reversed if the market condition is not met.

For all share-based payment awards, we recognize forfeitures when they occur.

F-20

3D SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

We and the majority of our domestic subsidiaries file a consolidated U.S. federal income tax return~~, while four of our domestic entities file separate U~~.S. ~~federal income tax returns.~~ Our non-U.S. subsidiaries file income tax returns in their respective jurisdictions.

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax benefit carryforwards. Our deferred income tax assets and liabilities at the end of each period are determined using enacted tax rates.

We establish a valuation allowance for those jurisdictions in which the expiration date of tax benefit carryforwards or projected taxable earnings leads us to conclude that it is “"more likely than not”" that a deferred tax asset will not be realized. This evaluation process includes the consideration of all available evidence regarding historical results and future projections, including the estimated timing of reversals of existing taxable temporary differences and potential tax planning strategies. Once a valuation allowance is established, it is maintained until a change in factual circumstances gives rise to sufficient income of the appropriate character and timing that will allow a partial or full utilization of the deferred tax asset.

In accordance with ASC 740, “Income Taxes,” the impact of an uncertain tax position on our income tax returns is recognized at the largest amount that is more likely than not to be required to be recognized upon audit by the relevant taxing authority.F-21

WeIn ~~include~~accordance ~~interest~~with ~~and~~ASC ~~penalties~~740, ~~accrued~~"Income inTaxes," the ~~consolidated~~impact ~~financial~~of ~~statements~~an asuncertain atax ~~component~~position ofon our income tax ~~expense.~~returns ~~For~~is ~~the~~recognized ~~year~~at ~~ended~~the ~~December~~largest ~~31,~~amount ~~2024~~that ~~interest~~is ~~and~~more ~~penalties~~likely ~~reported~~than innot ~~income~~to ~~tax~~be ~~expense~~required ~~totaled~~to ~~$1.0~~be ~~million.~~recognized ~~These~~upon ~~amounts~~audit ~~were~~by ~~immaterial for~~ the ~~years~~relevant ~~ended~~taxing ~~December 31, 2023 and 2022~~authority.

~~Refer~~We toinclude ~~Note~~interest 18and penalties accrued in the consolidated financial statements as a component of income tax expense. For the year ended December 31, 2024, interest and penalties reported in income tax expense totaled $1.0 million. These amounts were immaterial for ~~further~~the ~~discussion~~years ended December 31, 2025 and December 31, 2023.

Refer to Note 16 for further discussion.

Operating and Finance Leases

We determine if an arrangement contains a lease at inception. We record both operating leases and finance leases on our balance sheet and do not separate non-lease components from our real estate leases. We exclude leases with a term of one year or less ~~at the commencement date~~ from our consolidated balance sheets.

Some leases include the option to purchase the leased asset, terminate the lease or extend the lease for one or more years. These options are considered in the determination of the estimated lease term when it is reasonably certain that an option will be exercised. Our leases do not contain any material residual value guarantees or material restrictive covenants.

Most of our leases do not provide an implicit rate; therefore, we use our incremental borrowing rate based on information available at the lease commencement date to determine the present value of the future lease payments.

Certain of our leases include variable costs. Variable costs include non-lease components that are incurred based upon actual terms, rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right-of-use ("ROU") assets recorded on the balance sheet are determined based upon factors considered at the lease commencement date, subsequent changes in the rate or index that were not contemplated in the ROU asset balances at lease commencement result in variable expenses being recorded when these expenses are incurred during the lease term. Refer to Note 1110.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In ~~November~~September ~~2024~~2025, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") No. ~~2024~~2025-0406, "~~Debt—Debt~~Intangibles ~~with~~- ~~Conversion~~Goodwill and Other ~~Options~~- Internal-Use Software (Subtopic ~~470~~350-2040): ~~Induced~~Targeted ~~Conversions~~Improvements ~~of Convertible Debt Instruments," related~~ to ~~induced~~the ~~conversions~~Accounting offor ~~convertible~~Internal-Use ~~debt instruments~~Software." The ~~amendments~~ASU inrevises ~~this~~the ~~ASU~~accounting ~~clarify~~and ~~the~~disclosure requirements for ~~determining~~internally ~~whether~~developed ~~certain~~software, ~~settlements~~including ofmoving ~~convertible~~website ~~debt~~development ~~instruments~~guidance ~~should~~from beASC ~~accounted~~350-50 ~~for~~to asASC ~~induced~~350-40, ~~conversions~~eliminating ~~rather~~the ~~than~~use asof ~~debt~~development ~~extinguishments.~~stages, ~~This~~and ~~update~~introducing isnew ~~effective~~capitalization ~~for~~criteria ~~annual~~based ~~periods~~on ~~beginning~~(1) ~~after~~management’s ~~December~~authorization ~~15,~~and ~~2025~~funding commitment, ~~including~~and ~~interim~~(2) ~~periods~~the ~~within~~probability ~~those~~of ~~fiscal~~project ~~years,~~completion ~~with~~and ~~early~~intended ~~adoption permitted~~functionality. ~~The~~It ~~amendments~~also inincludes ~~this~~guidance ~~ASU~~for ~~permit~~assessing ansignificant ~~entity~~development touncertainty. ~~apply~~This ~~the~~update ~~new~~is ~~guidance~~effective onfor ~~either~~annual aperiods ~~prospective~~beginning orafter ~~retrospective~~December ~~basis~~15, 2027, with early adoption permitted. The Company is currently ~~in the process of~~ evaluating the effects of this ASU on our consolidated financial statements.

FIn July 2025, the FASB issued ASU No. 2025-2105, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The ASU introduces a practical expedient that allows entities to assume that current conditions as of the balance sheet date will remain unchanged over the remaining life of eligible accounts receivable and contract assets. Under this expedient, entities are not required to forecast future changes in conditions for these assets; however, they must continue to consider customer-specific information and any known or expected deviations from current conditions. This update is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods. Early adoption is permitted. The Company does not expect that the adoption of this standard will have a material impact on our Consolidated Financial Statements.

3DIn ~~SYSTEMS~~November ~~CORPORATION~~2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The amendments in this ASU require public entities to provide disaggregated disclosure of expenses included within relevant income statement expense captions, as well as additional disclosures about selling expenses. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects of this ASU on our consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The amendments in this ASU require public entities to provide disaggregated disclosure of expenses included within relevant income statement expense captions, as well as additional disclosures about selling expenses. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently in the process of evaluating the effects of this ASU on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, "Codification Improvements - Amendments to Remove References to the Concepts Statements" (“ASU 2024-02”). This guidance is intended to remove references to various FASB Concepts Statements. The Board has a standing project on its agenda to address suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to U.S. GAAP. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as Codification improvements. The amendments in ASU 2024-02 are not intended to result in significant accounting change for most entities. The Company is currently in the process of evaluating the effects of this ASU on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, "Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" (“ASU 2024-01”). This guidance is intended to improve U.S. GAAP. by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards (“profits interest awards”) should be accounted for in accordance with Topic 718, Compensation - Stock Compensation. The amendments in ASU 2024-01 are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The amendments in ASU 2024-01 should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. The Company is currently in the process of evaluating the effects of this ASU on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, while permitted to be adopted on a retrospective basis. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Upon adoption, this ASU is expected to result in the inclusion of additional tax-related disclosures in the footnotes to our consolidated financial statements.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." This ASU expands upon existing reportable segment disclosure requirements by requiring the disclosure of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss, as well as conforming interim period disclosures with annual period disclosures. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard in the fourth quarter of our fiscal year ending December 31, 2024. Refer to Note 21 for our updated presentation and disclosures. The Company retrospectively applied the updated presentation and disclosures to all prior periods presented. Adoption of this ASU did not have an impact on the Company's results of operations, cash flows or financial position.

No other new accounting pronouncements issued or effective during the periods reflected in our consolidated statements of operations have had or are expected to have a significant impact on our consolidated financial statements.

F-22

3DRecently ~~SYSTEMS~~Adopted ~~CORPORATION~~Accounting Standards

~~NOTES~~In TODecember ~~THE~~2023, ~~CONSOLIDATED~~the ~~FINANCIAL~~FASB ~~STATEMENTS~~issued ASU No. 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. We adopted this ASU prospectively for the year ended December 31, 2025, and we have included the required disclosures in Note 16.

In November 2024, the FASB issued ASU No. 2024-04, "Debt—Debt with Conversion and Other Options (3Subtopic 470-20) ~~Acquisitions~~: Induced Conversions of Convertible Debt Instruments," related to induced conversions of convertible debt instruments. The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. The Company early adopted this ASU as of April 1, 2025 and applied the guidance on a prospective basis. Adoption did not have a material impact on our consolidated financial statements.

~~Wematter~~NOTE 3 - DIVESTITURES

OnOqton July 1, 2023, the Company completed the acquisition of Wematter AB (“Wematter”), a Swedish 3D printer manufacturer that will broaden 3D Systems’ Selective Laser Sintering (SLS) portfolio. The acquisition resulted in the Company acquiring 100% of the outstanding voting interest of Wematter. Consideration for this acquisition consisted of approximately $10.2 million in cash, subject to customary post-closing adjustments. The Company also may be required to pay an additional €2.0 million in cash, contingent upon the achievement of certain post-closing performance conditions and ~~the~~3DXpert continued employment of certain key Wematter employees for two years after the closing date of the acquisition. This €2.0 million is required to be recognized as compensation expense over the key employees required service period if deemed probable of being earned. As of December 31, 2024, management does not believe that achievement of the post-closing performance conditions is probable. Finally, the Company incurred $0.9 million of acquisition-related expenses during the year ended December 31, 2023, which are reported in selling, general and administrative expenses in our consolidated statement of operations. Wematter's reported results are included in our Industrial Solutions segment and reporting unit.

In aSeptember ~~separate transaction~~2025, the Company ~~had~~entered ~~extended~~into a ~~loan~~definitive toagreement ~~Wematter~~for ~~during~~ the ~~three~~sale ~~months~~of ~~ended~~its ~~June~~3DXpert ~~30,~~and ~~2023.~~Oqton Webusinesses ~~determined~~to ~~that~~Hubb ~~this~~Global ~~loan~~Holdings, ~~representing~~LLC. aOn ~~preexisting~~October ~~contractual~~31, ~~relationship~~2025, ~~was~~the ~~effectively~~Company ~~settled~~completed ~~upon~~ the ~~close~~sale of the ~~acquisition~~3DXpert ofand ~~Wematter~~Oqton businesses for $3.3 million Noin ~~gain~~cash, orwhich ~~loss~~reflected ~~was~~applicable ~~recognized~~purchase inprice ~~connection~~adjustments, ~~with~~plus ~~the~~a ~~effective~~revenue-based ~~settlement,~~royalty asreceivable ~~the~~which ~~carrying~~had a present value of $7.1 million as of the ~~loan~~divestiture ~~was~~date. ~~not~~The ~~materially~~revenue-based ~~different~~royalty ~~from~~receivable, ~~the~~net ~~pricing~~is ofincluded ~~similar~~within ~~current~~Other ~~market~~assets ~~transactions.~~on ~~The~~the ~~effective~~consolidated ~~settlement~~balance ofsheet ~~this~~and ~~loan~~payment ~~receivable~~is ~~resulted~~expected to be received in aninstallments ~~increase~~between of2027 $0and 2031, with payment amounts varying based on revenue earned.9 ~~million~~The annual effective interest rate used to calculate the ~~consideration~~present ~~transferred~~value inof ~~connection~~the ~~with~~guaranteed ~~this~~royalty ~~transaction~~consideration (iis 6.e0%., ~~above~~The ~~the~~gross ~~cash~~and ~~consideration~~net ~~paid)~~carrying ~~and~~values aof ~~corresponding~~the ~~increase~~revenue-based toroyalty ~~goodwill~~receivable are summarized below.

We accounted for the acquisition of Wematter using the acquisition method, as prescribed by ASC 805, “Business Combinations” (“ASC 805”). In accordance with valuation methodologies described in ASC 820, “Fair Value Measurement” (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the Wematter acquisition.


(in thousands)	December 31, 2025
Revenue-based royalty receivable, gross	$	9,900
Discount on revenue-based royalty receivable	(2,850)
Revenue-based royalty receivable, net	$	7,050

~~Shown~~3DXpert ~~below~~and isOqton ~~the~~are ~~final~~included ~~purchase~~in ~~price~~our ~~allocation,~~Industrial ~~which~~Solutions ~~summarizes~~segment. ~~the~~The ~~fair~~Company ~~values~~recorded a pre-tax gain of $13.9 million from the ~~assets~~sale ~~acquired~~of 3DXpert and ~~liabilities~~Oqton ~~assumed~~in at the ~~date~~year ofended ~~acquisition:~~December 31, 2025.

(in thousands)
Current assets, including cash acquired of $148			$	835
Intangible assets:
Trade names	$	1,487
Product technology	2,580
Customer relationships	348
Total intangible assets			4,415
Goodwill			6,528
Other assets			475
Liabilities:
Accounts payable and accrued liabilities	$	794
Long-term liabilities	293
Total liabilities			1,087
Net assets acquired			$	11,166

Filing Compare · 3D SYSTEMS CORP