UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-Q
For the quarterly period ended March 31, 2026
OR
For the transition period from ____________to____________
Commission File No. 001-34220
__________________________
(Exact name of Registrant as Specified in its Charter)
__________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||||||||
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 | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares of Common Stock, par value $0.001 per share, outstanding as of May 4, 2026: 146,947,053 .
1
3D SYSTEMS CORPORATION
Table of Contents
| PAGE NUMBER | |||||
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
3D SYSTEMS CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
| (in thousands, except par value) | March 31, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of reserves — $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Long-term deferred income tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt, net of deferred financing costs | $ | $ | |||||||||
| Current operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued and other liabilities | |||||||||||
Customer deposits and deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of deferred financing costs | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Long-term deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
| Redeemable non-controlling interest | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | |||||||||||
| (in thousands, except per share amounts) | March 31, 2026 | March 31, 2025 | |||||||||
| Revenue: | |||||||||||
| Products | $ | $ | |||||||||
| Services | |||||||||||
| Total revenue | |||||||||||
| Cost of sales: | |||||||||||
| Products | |||||||||||
| Services | |||||||||||
| Total cost of sales | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Total operating expenses | |||||||||||
| Loss from operations | ( | ( | |||||||||
| Non-operating income (loss): | |||||||||||
Foreign exchange gain, net | |||||||||||
| Interest income | |||||||||||
Interest expense | ( | ( | |||||||||
| Other income (loss), net | ( | ||||||||||
Total non-operating income | |||||||||||
Net loss before income taxes | ( | ( | |||||||||
Provision for income taxes | ( | ( | |||||||||
| Loss on equity method investments, net of income taxes | ( | ( | |||||||||
Net loss before redeemable non-controlling interest | ( | ( | |||||||||
| Less: net loss attributable to redeemable non-controlling interest | ( | ||||||||||
Net loss attributable to 3D Systems Corporation | $ | ( | $ | ( | |||||||
Net loss per common share: | |||||||||||
| Basic | $ | ( | $ | ( | |||||||
| Diluted | $ | ( | $ | ( | |||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes to condensed consolidated financial statements.
4
3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Net loss before redeemable non-controlling interest | $ | ( | $ | ( | |||||||
| Other comprehensive (loss) income, net of taxes: | |||||||||||
| Pension plan adjustments | |||||||||||
| Foreign currency translation | ( | ||||||||||
| Total other comprehensive (loss) income, net of taxes: | ( | ||||||||||
| Comprehensive loss attributable to 3D Systems Corporation | $ | ( | $ | ( | |||||||
See accompanying notes to condensed consolidated financial statements.
5
3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| OPERATING ACTIVITIES | |||||||||||
Net loss before redeemable non-controlling interest | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
Amortization of debt issuance costs | |||||||||||
| Stock-based compensation | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Provision for inventory obsolescence | |||||||||||
| Provision for bad debts | |||||||||||
| (Gain) loss on the disposition of businesses, property, equipment and other assets | ( | ||||||||||
Provision for deferred income taxes and reserve adjustments | |||||||||||
Gain on disposal of investment | ( | ||||||||||
| Loss on equity method investment, net of taxes | |||||||||||
| Changes in operating accounts: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Deferred revenue and customer deposits | |||||||||||
| Accrued and other liabilities | ( | ||||||||||
| All other operating activities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
INVESTING ACTIVITIES | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sale of assets and businesses, net of cash sold | |||||||||||
| Acquisitions and other investments, net of cash acquired | ( | ||||||||||
| Other investing activities | ( | ( | |||||||||
Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
Purchase of non-controlling interest | ( | ||||||||||
| Taxes paid related to net-share settlement of equity awards | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
Cash, cash equivalents and restricted cash at the beginning of the year | |||||||||||
Cash, cash equivalents and restricted cash at the end of the period | $ | $ | |||||||||
Balances per Condensed Consolidated Balance Sheets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in prepaid expenses and other current assets | |||||||||||
Restricted cash included in other assets (a) | |||||||||||
Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Continued on next page
See accompanying notes to condensed consolidated financial statements.
6
3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| (in thousands) | Three Months Ended | ||||||||||
| Supplemental cash flow information | March 31, 2026 | March 31, 2025 | |||||||||
| Lease assets obtained in exchange for new lease liabilities | $ | $ | |||||||||
| Cash interest payments | |||||||||||
| Cash income tax payments, net | |||||||||||
Transfer of equipment from inventory to property and equipment, net (b) | |||||||||||
(a)The balance in restricted cash as of March 31, 2026 and March 31, 2025 primarily relates to guarantees in the form of a standby letter of credit as security for a long-term real estate lease. Refer to Note 11 for further information.
(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.
See accompanying notes to condensed consolidated financial statements.
7
3D SYSTEMS CORPORATION
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Shares issued, vested and canceled under equity incentive plans | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld related to net-share settlement of equity awards | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss attributable to 3D Systems Corp. | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Pension plan adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Shares issued, vested and canceled under equity incentive plans | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||
| Shares withheld related to net-share settlement of equity awards | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss attributable to 3D Systems Corp. | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Pension plan adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
NOTE 1- BASIS OF PRESENTATION
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 (“Americas”), Europe and the Middle East (“EMEA”) and Asia Pacific and Oceania (“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.
Consolidated Entities
Summary of Significant Accounting Policies
There have been no significant changes to our accounting policies since those disclosed in the Company's 2025 Annual Report on Form 10-K.
Finance Leases
As of March 31, 2026 and December 31, 2025, short-term finance lease obligations of $1.7 million and $1.6 million, respectively, are included in Accrued and other liabilities, and long-term finance lease obligations of $9.2 million and $9.5 million, respectively, are included in Other liabilities on our Condensed Consolidated Balance Sheets.
Amortization of Intangible Assets
Amortization expense related to our intangible assets with finite lives was $0.5 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.
Redeemable Non-controlling Interest
For the year ended December 31, 2025, the Company held a 93.75 % controlling interest in a consolidated foreign subsidiary that was acquired on April 1, 2022. The remaining 6.25 % non-controlling interest in this foreign subsidiary is subject to redemption at a future date upon either (i) the exercise of a put option by the holder of the underlying shares or a call option by the Company, each of which is subject to the subsidiary achieving certain specified conditions, or (ii) the passage of time subsequent to the date on which this subsidiary was acquired.
In December 2025, the agreement was amended to allow for immediate exercise of the put option for $2.0 million, subject to the completion of three milestones, which will be paid in three installments in 2026. Upon completion of the first milestone and initial payment of $0.5 million, which occurred in the first quarter of 2026, the remaining shares were assigned to the Company. This resulted in the removal of the Redeemable non-controlling interest as of March 31, 2026 and we recognized a short-term liability for the remaining amount to be paid related to the second and third milestones of $1.5 million in Accrued and other liabilities.
9
Recently Issued Accounting Standards Not Yet Adopted
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The ASU revises the accounting and disclosure requirements for internally developed software, including moving website development guidance from Accounting Standards Codification ("ASC") 350-50 to ASC 350-40, eliminating the use of development stages, and introducing new capitalization criteria based on (1) management’s authorization and funding commitment, and (2) the probability of project completion and intended functionality. It also includes guidance for assessing significant development uncertainty. This update is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects of this ASU on our 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 Company is currently evaluating the effects of this ASU on our consolidated financial statements.
Recently Adopted Accounting Standards
NOTE 2- REVENUES
Contract Assets
In certain circumstances, contract assets are recorded to include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customers and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $1.5 million and $1.6 million as of March 31, 2026 and December 31, 2025, respectively, and are included in Prepaid expenses and other current assets on the accompanying Condensed Consolidated Balance Sheets.
Contract Liabilities
Our contract liabilities consist of deferred revenue generally related to maintenance and service contracts, post-sale support and extended warranty sales, where we generally receive up-front payment and recognize revenue over the service or support term. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. The non-current portion of deferred revenue is recorded within Other liabilities on our Condensed Consolidated Balance Sheets.
Our contract liabilities consisted of the following:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Deferred revenue, current and customer deposits | $ | $ | |||||||||
| Deferred revenue, noncurrent | |||||||||||
| Total contract liabilities | $ | $ | |||||||||
During the three months ended March 31, 2026, the Company recognized $7.2 million of revenue related to the Company's contract liabilities at December 31, 2025. The change in contract liabilities from December 31, 2025 to March 31, 2026 was primarily due to the timing of cash receipts and sales of extended service contracts.
10
Collaborative Arrangements
The Company enters into collaborative arrangements with customers that provide for cost reimbursement of certain expenses and potential milestone payments.
The Company recognized $1.2 million in product revenue and $1.1 million in product cost of sales related to collaborative arrangements during the three months ended March 31, 2026.
For the three months ended March 31, 2025, the Company recognized $2.8 million in product revenue and $2.5 million in product cost of sales related to collaborative arrangements.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied as of the end of the period. As of March 31, 2026, the Company had $6.2 million of remaining performance obligations, primarily related to maintenance and service contracts, post-sale support and extended warranties. We expect approximately 86 % to be recognized as revenue within the next two years , and the remaining thereafter. We have excluded performance obligations with an original expected duration of one year or less.
Revenue Concentration
Revenue, disaggregated by the geographic region in which a sale originated, was as follows:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Americas | $ | $ | |||||||||
| EMEA | |||||||||||
| APAC | |||||||||||
| Total | $ | $ | |||||||||
| United States (included within Americas) | $ | $ | |||||||||
| Germany (included within EMEA) | $ | $ | |||||||||
NOTE 3- INVENTORIES
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods and parts | |||||||||||
| Total inventories | $ | $ | |||||||||
NOTE 4- INVESTMENTS AND NOTE RECEIVABLE
The Company holds various equity investments, which are recorded in Other assets on our Condensed Consolidated Balance Sheets. The following table summarizes our investment balances:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Equity investments under the equity method of accounting | $ | $ | |||||||||
| Equity investments without readily determinable fair values | |||||||||||
| Total equity investments | $ | $ | |||||||||
11
National Additive Manufacturing Innovation ("NAMI") Joint Venture
As of December 31, 2025, the Company owned 49 % of NAMI’s common stock. In February 2026, the investee issued additional shares to another equity investor, which diluted our ownership share to 34.3 % of the joint ventures common stock as of March 31, 2026. The Company recognized a gain on the investee’s share issuance of $2.6 million, reported in Other income (loss), net for the three months ending March 31, 2026. The gain related to the difference between our share of the proceeds from the additional investment and the impact of the dilution on the carrying value of our investment.
In 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 originally matured on June 30, 2025. During the quarter ended September 30, 2025, the parties amended the loan agreement to extend the maturity date to June 30, 2026, and increase the total related party note receivable to $4.4 million.
The loan is recorded at cost, which approximates fair value as of March 31, 2026. The carrying value of the related party note receivable was $4.4
Additionally, during the three months ended March 31, 2026 and 2025, the Company entered into related party transactions with Enhatch Inc. ("Enhatch") in the ordinary course of business. During the three months ended March 31, 2026, the Company made purchases from Enhatch of $0.4 million. For the three months ended March 31, 2026, the outstanding related party payable balances attributable to our purchases from Enhatch were not material.
Other Asset
In February 2025, the Company provided financing of $1.0 million to Hull Legacy Media Corporation, a production company co-owned by Charles W. Hull, EVP, Chief Technology Officer for the Company's Regenerative Medicine business and a related party of the Company. The financing is recorded in Other assets on our Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.
Variable Interest Entities ("VIEs")
The Company concluded that three of its investments are VIEs. These investments are not consolidated as we concluded that the Company is not the primary beneficiary. As of March 31, 2026, our maximum exposure to losses associated with the VIEs is limited to the $21.6 million carrying value of our investments in the VIEs, $4.4 million of which is included in Prepaid expenses and other current assets, with the remaining in Other assets on our Condensed Consolidated Balance Sheets. We have no other investments in unconsolidated entities that have been determined to be a VIE.
NOTE 5- BORROWINGS
The Company had the following debt outstanding as of:
| (in thousands) | Outstanding Principal | Unamortized Deferred Issuance Costs | Carrying Value | ||||||||||||||
| March 31, 2026 | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| ( | |||||||||||||||||
| Outstanding convertible notes | $ | $ | ( | $ | |||||||||||||
| (in thousands) | Outstanding Principal | Unamortized Deferred Issuance Costs | Carrying Value | ||||||||||||||
| December 31, 2025 | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| ( | |||||||||||||||||
| Outstanding convertible notes | $ | $ | ( | $ | |||||||||||||
The Company's long-term debt requires that the Company maintain certain financial covenants, including minimum qualified cash, accounts receivable and inventory balances, among others, and the Company was in compliance with all covenants as of March 31, 2026.
12
Convertible Senior Notes
Convertible senior secured notes due 2030
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.
Convertible senior notes due 2026
The 2026 Notes have an annual effective interest rate of 0.594 %, reflecting original issue discounts, commissions, and offering expenses. The 2026 Notes are scheduled to mature on November 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with their terms.
The Company incurred debt issuance cost amortization of $0.5 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.
NOTE 6- STOCK-BASED COMPENSATION
2015 Incentive Plan
The Company is authorized to grant shares of restricted stock, restricted stock units (“RSUs”), stock appreciation rights, cash incentive awards and options to purchase shares of common stock to employees and non-employee directors pursuant to its 2015 Incentive Plan (the “2015 Plan”). The 2015 Plan also designates measures that may be used for performance awards and market-based awards.
Stock-Based Compensation Activity and Expense
The following table shows the stock-based compensation expense recognized:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Stock-based compensation expense | $ | $ | |||||||||
Included in stock-based compensation expense recognized for the three months ended March 31, 2026 and 2025 are $0.0 million and $0.5 million, respectively, of accrued expense pertaining to annual incentive compensation for which settlement would ultimately occur using shares of Common Stock.
As of March 31, 2026, there was $6.0 million of unrecognized stock-based compensation expense related to all unvested share-based payment awards that the Company expects to recognize over a weighted-average period of 2 years.
NOTE 7- INCOME TAXES
We maintain the exception under ASC 740-270-30-36(b), “Accounting for Income Taxes,” for jurisdictions that do not have reliable estimates of ordinary income. Accordingly, we have used a year-to-date methodology in determining the effective tax rate for the three months ended March 31, 2026 and 2025.
For the three months ended March 31, 2026 and 2025, the Company's effective tax rate was (72.2 )% and (1.9 )%, respectively. The differences between the U.S. statutory tax rate and the effective tax rates for the three months ended March 31, 2026 and 2025 were primarily driven by the recognition of a full deferred tax asset valuation allowance in various jurisdictions in both years.
On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (OBBBA). The Company has evaluated the impacts of the new legislation and there is no material impact on the condensed consolidated financial statements.
13
NOTE 8 - NET LOSS PER SHARE
Basic net (loss) income per common share is calculated by dividing net (loss) income attributable to 3D Systems’ common stock by the weighted average number of shares of common stock outstanding during the applicable period. Diluted net (loss) income per common share incorporates the additional shares issuable upon the assumed exercise of stock options, the vesting of restricted stock and RSUs, and the assumed conversion of debt, except in such case when (1) the inclusion of such shares or potential shares would be anti-dilutive or (2) when the vesting of restricted stock or RSUs is contingent upon one or more performance conditions that have not been met as of the balance sheet date.
| Three Months Ended | |||||||||||
| (in thousands, except per share amounts) | March 31, 2026 | March 31, 2025 | |||||||||
Numerator for basic and diluted net loss per share: | |||||||||||
Net loss attributable to 3D Systems' Corporation common stock shareholders | $ | ( | $ | ( | |||||||
Denominator for basic and diluted net loss per share: | |||||||||||
Weighted average shares outstanding – basic and diluted | |||||||||||
Net loss per common share - basic and diluted: | $ | ( | $ | ( | |||||||
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect was considered anti-dilutive for the quarter ended March 31, 2026 and March 31, 2025 respectively.
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
Restricted stock, restricted stock units, and PSUs | |||||||||||
| Stock options | |||||||||||
| Total | |||||||||||
The anti-dilution table above excludes shares issued in connection with the settlement of accrued incentive compensation. In the three months ended March 31, 2026 there were no shares related to the payment of accrued incentive compensation. For the three months ended March 31, 2025, the table above excludes 146 thousand shares for the payment of accrued incentive compensation that is expected to be settled in shares. This share estimate is based on the liabilities recorded at March 31, 2025 for the fiscal year 2025 incentive compensation arrangement, divided by the Company's year-to-date average share price of $3.42 per share.
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NOTE 9- ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The changes in the balances of accumulated other comprehensive (loss) income, net of tax, by component are as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||
| (in thousands) | Foreign currency translation adjustment | Defined benefit pension plan | Total | ||||||||||||||
| Balance, December 31, 2025 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive (loss) income | ( | ( | |||||||||||||||
| Balance, March 31, 2026 | $ | ( | $ | $ | ( | ||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||
| (in thousands) | Foreign currency translation adjustment | Defined benefit pension plan | Total | ||||||||||||||
| Balance, December 31, 2024 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income | |||||||||||||||||
| Balance, March 31, 2025 | $ | ( | $ | $ | ( | ||||||||||||
NOTE 10- SEGMENT INFORMATION
Our chief operating decision maker ("CODM"), who is our President and Chief Executive Officer, is responsible for reviewing segment performance and making decisions regarding resource allocation. Our CODM regularly reviews the results of our business through two reportable segments: Healthcare Solutions and Industrial Solutions, which are based on the industry verticals they serve. For Healthcare Solutions, those industry verticals include dental, medical devices, personalized health services and regenerative medicine. For Industrial Solutions, those industry verticals include aerospace, defense, transportation and general manufacturing.
The CODM evaluates each segment’s performance based on gross profit, which is also utilized in the annual budgeting and forecasting processes, as well as in quarterly reviews of budget-to-actual results and period-over-period variances. Internal segment reporting and discussions of results with our CODM are based on segment gross profit.
The CODM does not review disaggregated asset information on the basis of the Company's segments; therefore, such information is not presented.
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Revenue, cost of sales and gross profit for each of our reportable segments were as follows:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Revenue: | |||||||||||
| Healthcare Solutions | $ | $ | |||||||||
| Industrial Solutions | |||||||||||
| Total revenue | |||||||||||
| Cost of sales: | |||||||||||
| Healthcare Solutions | |||||||||||
| Industrial Solutions | |||||||||||
| Total cost of sales | |||||||||||
| Gross profit: | |||||||||||
| Healthcare Solutions | |||||||||||
| Industrial Solutions | |||||||||||
| Total gross profit | |||||||||||
| Selling, general and administrative | ( | ( | |||||||||
| Research and development | ( | ( | |||||||||
| Foreign exchange gain, net | |||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income (loss), net | ( | ||||||||||
Net loss before income taxes | $ | ( | $ | ( | |||||||
Depreciation and amortization included in the measurement of gross profit by segment were as follows:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Depreciation and amortization: | |||||||||||
| Healthcare Solutions | $ | $ | |||||||||
| Industrial Solutions | $ | $ | |||||||||
NOTE 11- COMMITMENTS AND CONTINGENCIES
The Company has certain purchase commitments under agreements with remaining terms in excess of one year primarily related to printer assemblies, inventory, capital expenditures, and software licenses. As of March 31, 2026, such purchase commitments totaled $20.4 million, with $8.0 million of the purchase obligations expected to be due within the next twelve months.
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, and 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 while 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 the policy limits. There is no assurance that the policy limits will be sufficient to cover all damages, if any.
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Other Commitments
Government Settlement
As previously disclosed, beginning in October 2017, the Company undertook an internal investigation relating to possible violations of U.S. export control laws, including the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the Department of State ("DTCC") and the Export Administration Regulations administered by the Bureau of Industry and Security of the Department of Commerce ("BIS"). In February 2023, the Company settled these matters with the U.S. Department of Justice ("DOJ"), DTCC and BIS. As a part of these settlement agreements, the Company agreed to pay $15.0 million in civil monetary penalties to these agencies, with an additional $10.0 million suspended penalty amount to be allocated to remedial compliance measures required by DTCC. The penalty amounts subject to payment were broken down as follows: DTCC, $10.0 million (payable in three installments over a three-year period); BIS, $2.8 million; and DOJ, $2.3 million.
During the year ended December 31, 2025, we paid the final installment penalty of $3.0 million in accordance with the DTCC settlement agreement. The original $10.0 million suspended penalty has not been recognized as a liability, as it will be recognized as incurred for remedial compliance measures during the three-year term of the settlement agreement. The application of the Company’s spend on remedial compliance measures as a reduction to the original $10.0 million suspended penalty must be approved by the DTCC, which approval will be sought on an annual basis in accordance with the terms of the settlement agreement. As of December 31, 2025, the approved suspended penalty balance remaining was $5.1 million. In February 2026, DTCC approved the Company’s spend of the remaining suspended penalty balance of $5.1 million, 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.
Letter of Credit
On June 2, 2023, we issued $1.2 million of guarantees in the form of a standby letter of credit as security for a long-term real estate lease. The letter of credit has a maturity date of June 2026 and includes automatic one-year extensions, which are not to continue beyond July 1, 2033. As of March 31, 2026, the letter of credit has been reduced to $0.4 million. We have not recorded any liability for this guarantee, as we believe the likelihood of having to perform under the letter of credit is remote. In connection with this transaction, we pledged an equal amount of cash to the issuing bank of this letter of credit. The cash pledged is recorded as restricted cash and included in other assets on our consolidated balance sheets.
Litigation
SEC Investigation
On April 15, 2022, the Company was informed the SEC is conducting a formal investigation of the Company related to, among other things, allegations brought in a securities class action lawsuit against the Company in 2021 that settled in 2024, and the Company received subpoenas from the SEC for the production of documents and information related to its investigation as a follow on to a previous voluntary request for documents. The Company received its most recent subpoena from the SEC on August 20, 2024. The Company substantially completed its production in response to the subpoena on or about the deadline of October 4, 2024. The SEC took testimony from the Company’s former Chief Accounting Officer in January 2025, and from the Company’s former Chief Financial Officer in late March 2025. The Company intends to continue to cooperate with the SEC.
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Termination of Volumetric Milestones Related to Potential Earnout Payments
Following the acquisition of Volumetric in 2021, the Company could have been required to pay up to $355.0 million of acquisition-related earnout payments to the former owners of Volumetric if the Company was to achieve seven non-financial, science-based milestones prior to either December 31, 2030 or December 31, 2035. Due to the loss of funding from the Company's key strategic partner for kidney and liver research and development efforts, the Company notified the former owners of Volumetric on February 24, 2024 that it was terminating the four milestones that related to those kidney and liver research and development efforts, as achievement was no longer financially viable. As a result of the termination of the four milestones, the Company's maximum liability for acquisition-related earnout payments was reduced to $175.0 million, which would have been payable if each of the three remaining non-financial, science-based milestones was achieved within the timeframes set forth in the Volumetric acquisition agreement.
On March 29, 2024, the former owners of Volumetric notified the Company that they were initiating dispute resolution under the provisions of the acquisition agreement in an effort to recover the $355.0 million. The parties did not reach a resolution during the 30 -day negotiation period following this notice and entered into non-binding mediation in accordance with the terms of the acquisition agreement.
On April 29, 2024, two key employees from Volumetric ("Volumetric Key Employees"), who were required to be employed at the time of achievement of each non-financial, science-based milestone outlined in the Volumetric acquisition agreement for each related acquisition earnout payment to become payable, resigned from their positions with the Company. As a result of the resignation of the Volumetric Key Employees, all parties to which the remaining three milestone-based earnout payments totaling $175.0 million were potentially payable were notified that such amount was no longer eligible to be earned. While the Volumetric Key Employees claim that their terminations were for good reason, which would preserve the rights to milestone-based earnout payments under the Volumetric acquisition agreement, the Company vigorously denies this claim. On August 21, 2024, the Company proposed a settlement of $1.8 million with the former Volumetric shareholders and Volumetric Key Employees during mediation and this amount is recorded within Accrued and other liabilities on our consolidated balance sheets as of March 31, 2026 and December 31, 2025. The former Volumetric shareholders have not responded to the settlement offer. On December 13, 2024, the Company received a Notice of Claim for Indemnification from VBI Stockholders’ Representative, LLC, which claims to be the successor Stockholders’ Representative under the acquisition agreement. The Notice repeated the former Volumetric shareholders’ and Volumetric Key Employees' claims of breach. On January 10, 2025, the Company served a Notice of Objection which denied all liability. The delivery of this Notice of Objection triggered a 45 -day negotiation period under the terms of the acquisition agreement. As of the date of this filing, there have been no further developments regarding this matter.
Intrepid Automation
On May 19, 2021, 3D Systems, Inc. initiated a lawsuit in the Superior Court of the State of California for the County of San Diego against five former employees and Intrepid Automation, Inc. ("Intrepid") (collectively, the "Intrepid Parties") alleging theft of trade secrets, unfair competition, breach of contract, and related claims ("2021 Lawsuit"). In June 2021, this lawsuit was removed to the United States District Court for the Southern District of California. In September 2022, the Intrepid Parties filed counterclaims against 3D Systems, Inc. In September 2022, the Company filed a motion to dismiss these counterclaims; this motion was granted in part in May 2023. The Intrepid Parties filed amended counterclaims in May 2023 alleging theft of trade secrets, fraudulent inducement, breach of contract, unfair competition, and related claims; this amended complaint sought damages in excess of $20 million as well as injunctive relief. These counterclaims were partially dismissed in March 2024 in response to a second motion to dismiss filed by the Company. The parties filed motions for summary judgment in April and May 2024. In March 2025, the Court granted the Intrepid Parties’ motion, dismissing the Company’s claims against the Intrepid Parties, but denied the Company’s motion for summary judgment with respect to the counterclaims brought by the Intrepid Parties in the 2021 Lawsuit. Trial on Intrepid’s counterclaims is scheduled to begin on July 27, 2026.
On December 4, 2024, Intrepid filed a lawsuit in the United States District Court for the Southern District of California against 3D Systems Corporation and 3D Systems, Inc. alleging infringement of U.S. patents 11,014,301 and 11,338,511 ("2024 Lawsuit"); this complaint seeks unspecified damages and injunctive relief. In July 2025, the Company filed inter partes review ("IPR") petitions against the asserted patents, and on December 11, 2025, the U.S. Patent and Trademark Office granted review of the IPR petitions. On December 18, 2025, the Court granted a stay of the 2024 lawsuit pending a final decision on the IPR petitions.
The Company intends to defend itself vigorously against the 2024 Lawsuit and the counterclaims in the 2021 Lawsuit.
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Securities Class Action
The Company and certain of its executive officers were named as defendants in a putative securities class action filed on June 13, 2025 in the U.S. District Court for the District of Delaware. The action is styled Marcel F.M. Herbermann v. 3D Systems Corporation, et al., No. 1:25-cv-00734-GBW (D. Del.) (the "Securities Class Action"). The complaint in the Securities Class Action alleges defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the executive officers named as defendants are control persons under Section 20(a) of the Exchange Act. It was filed on behalf of stockholders who purchased the Company’s common stock from August 13, 2024 and May 12, 2025, and seeks monetary damages on behalf of the purported class. Within fourteen days of the entry of an Order appointing Lead Plaintiff and Lead Counsel, the Parties will submit a proposed scheduling Order for the filing of an amended complaint and Defendants’ responses thereto. The Company intends to defend itself and its executive officers vigorously.
Derivative Actions
The Company was named as a nominal defendant and certain of its officers and directors were named as defendants in derivative lawsuits pending in the U.S. District Court for the District of South Carolina. The action styled Scanlon v. Graves, et al., No. 0:25-cv-07627-MGL (D.S.C.) (the "Scanlon Action") was filed July 17, 2025, and asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duties, and unjust enrichment. The action styled Milligan v. Graves, et al., No. 0:25-cv-11177-MGL (D.S.C.) (the "Milligan Action"), was filed August 18, 2025, and asserts claims for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, breach of fiduciary duties, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and for contribution under Section 10(b) and 21D of the Securities Exchange Act of 1934. The action styled Stoopler v. Graves, et al., No. 0:25-cv-12637-MGL (D.S.C.) (the "Stoopler Action"), was filed on September 20, 2025, and asserts claims for breach of fiduciary duties, unjust enrichment, and contribution and indemnification under Sections 10(b) and 21D of the Exchange Act. The Milligan Action, Scanlon Action, and Stoopler Action were consolidated on October 23, 2025 (the "Consolidated District of South Carolina Derivative Action"). On November 17, 2025, the Consolidated District of South Carolina Derivative Action was stayed through the earlier of the dismissal of the Securities Class Action, with prejudice, and the exhaustion of all appeals related thereto, or the close of discovery in the Securities Class Action.
The Company was also named as a nominal defendant and certain of its officers and directors were named as defendants in derivative lawsuits pending in the South Carolina Court of Common Pleas for the 16th Circuit, York County. The action styled Fernicola v. Graves, et al., No. 2025CP4602544 (S.C.), Ct. of Common Pleas for the 16th Judicial Cir., Cty. of York) (the "Fernicola Action") was filed June 27, 2025, and asserts claims for breach of fiduciary duties, gross mismanagement, waste of corporate assets, and unjust enrichment. The action styled Geza Bohus v. Graves, et al., No. 2025CP4603762 (S.C.), Ct. of Common Pleas for the 16th Judicial Cir., Cty. of York) (the "Bohus Action") was filed on September 26, 2025, and asserts claims for breach of fiduciary duty and unjust enrichment. On November 25, 2025, the Fernicola Action and the Bohus Action were consolidated (the "Consolidated York County Derivative Action"). On December 15, 2025, the Consolidated York County Derivative Action was stayed unless and until either (1) the Securities Class Action is dismissed, with prejudice, and all appeals related thereto have been exhausted; or (2) the motion to dismiss the Securities Class Action is denied in full or in part.
The Company was also named as a nominal defendant and certain of its officers and directors were named as defendants in derivative lawsuits pending in the U.S. District Court for the District of Delaware. The action styled Ataii v. Graves, et al., No. 1:25-cv-01087-GBW (D. Del.) (the "Ataii Action") was filed on August 29, 2025 and asserts claims for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, breach of fiduciary duties, unjust enrichment. The action styled Carter v. Graves, et al., No. 1:25-cv-01103-GBW (D. Del.) (the "Carter Action"), was filed on September 3, 2025, and asserts claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets, unjust enrichment, and violation of Section 14(a) of the Exchange Act. The action styled Michaels v. Graves, et al., No. 1:25-cv-01176-GBW (D. Del.) (the "Michaels Action") was filed on September 22, 2025, and asserts claims for violations of Section 14(a) of the Exchange Act, violations of Section 20(a) of the Exchange Act, breach of fiduciary duties, and unjust enrichment. On October 30, 2025, the Ataii Action, the Carter Action, and the Michaels Action were consolidated (the "Consolidated District of Delaware Derivative Action.") On November 21, 2025, the Consolidated District of Delaware Derivative Action was stayed through the earlier of the dismissal of the Securities Class Action with prejudice, and the exhaustion of all appeals related thereto, or the close of discovery in the Securities Class Action. The Company intends to defend itself as well as its executive officers and directors vigorously against the derivative actions.
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Other
We are involved in various other legal matters incidental to our business. Although we cannot predict the results of the litigation with certainty, we believe that the disposition of all of these various other legal matters will not have a material adverse effect, individually or in the aggregate, on our consolidated results of operations, consolidated cash flows or consolidated financial position.
Contingencies
Warranty
Changes in accrued product warranty liability balance are summarized as follows:
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Settlements made | ( | ( | |||||||||
| Accruals for warranties issued | |||||||||||
| Balance at the end of period | $ | $ | |||||||||
NOTE 12- FAIR VALUE MEASUREMENTS
Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements use market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. Valuation techniques maximize the use of observable inputs and minimize use of unobservable inputs. The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy:
•Level 1 - Inputs are based on quoted prices in active markets for identical assets and liabilities.
•Level 2 - Inputs are based on observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
•Level 3 - One or more inputs are unobservable and significant.
Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Recurring Fair Value Measurements
The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis:
| (in thousands) | Fair Value Measurement Using (a) | ||||||||||||||||||||||
| March 31, 2026 | Total Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
(a) There were no transfers among the levels within the fair value hierarchy during the three months ended March 31, 2026 or the year ended December 31, 2025.
Cash equivalents, including money market funds, are valued utilizing the market approach for measuring the fair value of financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The carrying amounts of our cash and cash equivalents, accounts
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receivable, accounts payable, and accrued liabilities approximate fair value as of March 31, 2026 and December 31, 2025 because of the relatively short duration of these instruments.
Fair Value of Financial Instruments
The following table summarizes the carrying amount and fair value of our financial instruments:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The estimated fair value of the 2026 Notes and the 2030 Notes were determined using quoted market price in a market with limited activity and is therefore classified as Level 2 in the fair value hierarchy.
NOTE 13- RESTRUCTURING AND EXIT ACTIVITIES COSTS
The Company incurs restructuring charges in connection with strategic initiatives and cost-reduction efforts aimed at optimizing business operations. A description of significant restructuring plans and other restructuring charges is provided below.
2025 Restructuring Plan
In 2025, in response to continuing macroeconomic challenges impacting the Company’s financial performance, the Company implemented a series of cost savings and restructuring initiatives (the "2025 Restructuring Plan") as part of its ongoing multi-faceted transformation strategy. In March 2025, the Company authorized and began executing the next phase of its cost savings and restructuring initiative which 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 activities to support long-term growth opportunities. In May 2025, the Company announced and began executing an incremental cost reduction initiative focused on labor force reductions in response to continued uncertainty in the economy and our industry and the related potential negative impact on our financial performance.
The Company incurred $0.2 million and $1.0 million in severance and termination benefit costs related to headcount reductions during the three months ended March 31, 2026 and March 31, 2025, respectively. 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.
These charges are reflected in the following captions in the accompanying Condensed Consolidated Statements of Operations as follows:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Cost of sales | $ | $ | |||||||||
| Selling, general, and administrative expenses | |||||||||||
| Research and development | |||||||||||
| Total | $ | $ | |||||||||
There were no restructuring and other related charges recorded in cost of sales for the three months ended March 31, 2026. Restructuring and other related charges recorded in cost of sales by reportable segment for the three months ended March 31, 2025 were as follows:
| Three Months Ended | |||||
| (in thousands) | March 31, 2025 | ||||
| Healthcare Solutions | $ | ||||
| Industrial Solutions | |||||
| Total | $ | ||||
The activity in the restructuring accrual related to the 2025 Restructuring Plan was as follows:
| Three Months Ended | |||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
Balance at beginning of period | $ | $ | |||||||||
Costs incurred and other adjustments to accrued liability during the period | |||||||||||
Amounts settled with cash | ( | ( | |||||||||
Balance at the end of period | $ | $ | |||||||||
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report on Form 10-K") and our Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2026 included in this Form 10-Q.
Information Relating to Forward-Looking Statements
Certain statements contained in this MD&A may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. These factors include without limitation:
•impact on our business as a result of macroeconomic events and other geopolitical risks, recession, supply chain disruptions, inflation, interest rates and foreign exchange volatility;
•our ability to deliver products that meet changing technology and customer needs;
•our ability to identify strategic acquisitions, to integrate such acquisitions into our business without disruption and to realize the anticipated benefits of such acquisitions;
•our ability to realize anticipated benefits for future dispositions;
•impact of future write-off or write-downs of goodwill and intangible assets;
•the concentration of revenue and credit risk exposure from our largest customer;
•our ability to acquire and enforce intellectual property rights and defend such rights against third-party claims;
•our ability to protect our intellectual property rights and confidential information, including our digital content, from third-party infringers or unauthorized copying, use or disclosure;
•failure of our information technology infrastructure or inability to protect against cyber-attack;
•our ability to predict quarterly sales and manage product inventory due to uneven sales cycle;
•our ability to generate net cash flow from operations;
•our ability to service our debt and ability to raise 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 in the case of a fundamental change;
•our ability to comply with the covenants contained in our 2030 Indenture, 2026 Indenture and other current or future debt agreements, including the limitations, restrictions and prohibitions such covenants may impose on the way we conduct our business, including certain financial covenants, prohibitions on incurring additional debt if certain covenants are not met and restrictions on our ability to make certain investments and restricted payments;
•our ability to remediate material weaknesses in our internal controls over financial reporting and maintain effective internal controls;
•fluctuations in our gross profit margins, operating income or loss and/or net income or loss;
•our ability to efficiently conduct business outside the U.S.;
•our dependence on our supply chain for components and sub-assemblies used in our 3D printers and other products and for raw materials used in our print materials;
•our ability to manage the costs and effects of litigation, investigations or similar matters involving us or our subsidiaries;
•product quality problems that result in decreased sales and operating margin, product returns, product liability, warranty or other claims;
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•our ability to retain our key employees and to attract and retain new qualified employees, while controlling our labor costs;
•our ability to successfully develop and commercialize regenerative medicine products ourselves, or in conjunction with development partners;
•disruption in our management information systems for inventory management, distribution, and other key functions;
•compliance with U.S. and other anti-corruption laws, data privacy laws, trade controls, economic sanctions, and similar laws and regulations;
•our ability to maintain our status as a responsible contractor under federal rules and regulations;
•changes in, or interpretation of, tax rules and regulations;
•the other factors discussed in the reports we file with or furnish to the SEC from time to time, including the risks and important factors set forth in additional detail in Item 1A. “Risk Factors” in the 2025 Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise, except as required by law. All subsequent written or oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by the cautionary statements referenced above.
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 (“Americas”), Europe and the Middle East (“EMEA”) and Asia Pacific and Oceania (“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 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.
Recent Developments and Updates Regarding Strategic Initiatives
2025 Restructuring Plan
In 2025, in response to continuing macroeconomic challenges impacting the Company’s financial performance, the Company implemented a series of cost savings and restructuring initiatives (the "2025 Restructuring Plan") as part of its ongoing multi-faceted transformation strategy. In March 2025, the Company authorized and began executing the next phase of its cost savings and restructuring initiative which 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 activities to support long-term growth opportunities. In May 2025, the Company announced and began executing an incremental cost reduction initiative focused on labor force reductions in response to continued uncertainty in the economy and our industry and the related potential negative impact on our financial performance.
The Company incurred $0.2 million and $1.0 million in severance and termination benefit costs related to headcount reductions during the three months ended March 31, 2026 and March 31, 2025, respectively. 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.
Divestitures
In 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 under the Asset Purchase Agreement and Business Transfer Agreement. The Company recorded a pre-tax gain of $125.7 million from the sale of Geomagic in the second quarter of 2025.
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In September 2025, the Company entered into a definitive agreement for the sale of its 3DXpert and Oqton businesses, which were included in our Industrial Solutions segment, 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.
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: (i) the combined effect of changes in product mix and average selling prices and (ii) 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.
RESULTS OF OPERATIONS
Comparison of Results of Operations
| Three Months Ended | |||||||||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | Change | ||||||||||||||
| Revenue | $ | 95,538 | $ | 94,540 | $ | 998 | |||||||||||
| Cost of sales | 61,195 | 61,851 | (656) | ||||||||||||||
| Selling, general and administrative expenses ("SG&A") | 31,348 | 49,769 | (18,421) | ||||||||||||||
| Research and development expenses ("R&D") | 9,635 | 19,683 | (10,048) | ||||||||||||||
| Loss from operations | $ | (6,640) | $ | (36,763) | $ | 30,123 | |||||||||||
Revenue
The following table sets forth changes in our revenue for the three months ended March 31, 2026.
| (Dollars in thousands) | Products | Services | Total | ||||||||||||||||||||||||||||||||
Revenue - three months ended March 31, 2025 | $ | 54,723 | $ | 39,817 | $ | 94,540 | |||||||||||||||||||||||||||||
| Change in revenue: | |||||||||||||||||||||||||||||||||||
| Volume | 2,826 | 5.2 | % | (3,371) | (8.5) | % | (545) | (0.6) | % | ||||||||||||||||||||||||||
| Price/mix | (1,690) | (3.1) | % | — | — | % | (1,690) | (1.8) | % | ||||||||||||||||||||||||||
| Foreign currency translation | 1,909 | 3.5 | % | 1,324 | 3.3 | % | 3,233 | 3.4 | % | ||||||||||||||||||||||||||
| Net change | 3,045 | 5.6 | % | (2,047) | (5.2) | % | 998 | 1.1 | % | ||||||||||||||||||||||||||
Revenue - three months ended March 31, 2026 | $ | 57,768 | $ | 37,770 | $ | 95,538 | |||||||||||||||||||||||||||||
For the three months ended March 31, 2026, revenue increased $1.0 million, or 1.1%, compared to the three months ended March 31, 2025. The increase in revenue was primarily due to an increase in product revenue of $3.0 million driven by higher materials and printer volume to customers in the dental and aerospace and defense markets and a favorable impact of foreign currency which was partially offset by unfavorable price/mix, lower volume in the jewelry market and the impact of divestitures. Service revenue decreased $2.0 million due to the impact of the divestitures which was partially offset by increases in parts manufacturing.
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Cost of sales and gross profit
For the three months ended March 31, 2026, cost of sales decreased to $61.2 million compared to $61.9 million for the three months ended March 31, 2025. The decrease was primarily related to the impact of divestitures in the prior year which was partially offset by increased volumes in printers and materials.
For the three months ended March 31, 2026, gross profit increased $1.7 million, or 5.1%, compared to the three months ended March 31, 2025. The increase in gross profit was primarily due to increased volume including higher materials volume with a key customer in the dental market which was partially offset by the impact of divestitures. Gross profit margin increased to 35.9% compared to 34.6% in the prior year period, primarily due to increased volume.
Selling, general and administrative expenses
For the three months ended March 31, 2026, selling, general and administrative expenses ("SG&A") decreased $18.4 million, or 37.0%, compared to the three months ended March 31, 2025. The year-over-year decline in SG&A was primarily due to:
•$12.4 million decrease in compensation and benefits expense primarily related to lower compensation expense due to the impact of our restructuring actions and divestitures and lower cash and stock-based annual incentive compensation;
•$4.4 million decrease in third-party service provider and consulting costs primarily due to lower audit and accounting fees during the three months ended March 31, 2026; and
•$1.2 million decrease in other corporate costs primarily related to reductions in facilities and travel and entertainment costs due to the impact of our cost saving actions completed in the prior year.
Research and development expenses
For the three months ended March 31, 2026, research and development expenses ("R&D") decreased $10.0 million, or 51.0%, compared to the three months ended March 31, 2025. The year-over-year decline in R&D was primarily due to:
•$5.6 million decrease in compensation and benefits expense primarily due to improved operating efficiency and cost reductions realized from our restructuring activities and divestitures; and
•$4.5 million decrease in other R&D expenses primarily due to lower operating supplies cost and lower outside services costs due to the impact of our cost saving actions in the prior year.
Segment Results
Segment Revenue | Segment Gross Profit | ||||||||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | Change | March 31, 2026 | March 31, 2025 | Change | |||||||||||||||||||||||||||||
| Healthcare Solutions | $ | 50,133 | $ | 41,316 | $ | 8,817 | $ | 22,297 | $ | 16,024 | $ | 6,273 | |||||||||||||||||||||||
| Industrial Solutions | 45,405 | 53,224 | (7,819) | 12,046 | 16,665 | (4,619) | |||||||||||||||||||||||||||||
| Total Company | $ | 95,538 | $ | 94,540 | $ | 998 | $ | 34,343 | $ | 32,689 | $ | 1,654 | |||||||||||||||||||||||
Healthcare Solutions
Revenue
For the three months ended March 31, 2026, Healthcare Solutions revenue increased $8.8 million, or 21.3%, compared to the three months ended March 31, 2025. The increase in revenue was primarily due to an increase in materials volume in the dental market including volume with a key customer, increases in parts manufacturing and increased printer sales which was partially offset by unfavorable price/mix.
Gross profit
For the three months ended March 31, 2026, Healthcare Solutions gross profit increased $6.3 million, or 39.1%, compared to the three months ended March 31, 2025. The increase in gross profit was primarily due to higher materials volumes.
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Industrial Solutions
Revenue
For the three months ended March 31, 2026, Industrial Solutions revenue decreased $7.8 million, or 14.7%, compared to the three months ended March 31, 2025. The decrease was primarily due to the impact of divestitures and lower product volume in the jewelry market which was partially offset by favorable price/mix and increased sales in the aerospace and defense market.
Gross profit
For the three months ended March 31, 2026, Industrial Solutions gross profit decreased $4.6 million, or 27.7% compared to the prior periods. The decrease in gross profit was primarily due to the impact of divestitures, lower sales volumes and unfavorable price and mix.
Non-operating income (expense)
The following table sets forth the components of non-operating income:
| Three Months Ended | |||||||||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | Change | ||||||||||||||
| Foreign exchange gain, net | $ | 2,638 | $ | 1,139 | $ | 1,499 | |||||||||||
| Interest income | 584 | 953 | (369) | ||||||||||||||
| Interest expense | (2,164) | (581) | (1,583) | ||||||||||||||
| Other income (loss), net | 3,528 | (160) | 3,688 | ||||||||||||||
| Total non-operating income | $ | 4,586 | $ | 1,351 | $ | 3,235 | |||||||||||
Foreign exchange gain, net
Foreign exchange gain, net increased by $1.5 million for the three months ended March 31, 2026 compared to the prior year period, primarily due to realized and unrealized gains related to our foreign operations.
Interest income
Interest income decreased by $0.4 million for the three months ended March 31, 2026 compared to the prior year period, due to the Company's lower average cash and cash equivalent balances.
Interest expense
Interest expense increased by $1.6 million for the three months ended March 31, 2026, compared to the prior year period, primarily due to interest expense related to the 2030 Notes.
Other income, net
Other income, net, increased $3.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to a $2.6 million gain on our equity method investment in the National Additive Manufacturing Innovation ("NAMI") joint venture because of a dilution in our ownership share in the three months ended March 31, 2026.
Income Taxes
For the three months ended March 31, 2026, the Company’s effective tax rate was (72.2)%. For the three months ended March 31, 2025, the Company’s effective tax rate was (1.9)%. The differences between the U.S. statutory tax rate and the effective tax rates for the three months ended March 31, 2026 and 2025 were primarily driven by the recognition of a full deferred tax asset valuation allowance in various jurisdictions in both years.
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Liquidity and Capital Resources
The following table sets forth the Company's operating working capital at March 31, 2026 and December 31, 2025.
| Change | |||||||||||||||||||||||
| (in thousands) | March 31, 2026 | December 31, 2025 | $ | % | |||||||||||||||||||
| Cash and cash equivalents | $ | 85,083 | $ | 95,635 | $ | (10,552) | (11.0) | % | |||||||||||||||
| Accounts receivable, net | 86,237 | 83,806 | 2,431 | 2.9 | % | ||||||||||||||||||
| Inventories | 127,265 | 127,496 | (231) | (0.2) | % | ||||||||||||||||||
| 298,585 | 306,937 | (8,352) | (2.7) | % | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Current operating lease liabilities | 10,939 | 11,583 | (644) | (5.6) | % | ||||||||||||||||||
| Accounts payable | 39,397 | 41,017 | (1,620) | (3.9) | % | ||||||||||||||||||
| Accrued and other liabilities | 49,113 | 46,656 | 2,457 | 5.3 | % | ||||||||||||||||||
| 99,449 | 99,256 | 193 | 0.2 | % | |||||||||||||||||||
| Operating working capital | $ | 199,136 | $ | 207,681 | $ | (8,545) | (4.1) | % | |||||||||||||||
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 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 March 31, 2026, cash, cash equivalents and restricted cash totaled $86.5 million. Cash and cash equivalents totaled $85.1 million and decreased $10.6 million since December 31, 2025. This decrease resulted primarily from cash used in operations of $7.2 million and capital expenditures of $2.1 million.
Cash held outside the U.S. at March 31, 2026 was $32.6 million, or 38.3% of total cash and cash equivalents, compared to $33.0 million, or 34.5% of total cash and cash equivalents, at December 31, 2025. 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; 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 our cash requirements over 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. See Item 1A, "Risk Factors” in the 2025 Annual Report on Form 10-K.
We are subject to a financial covenant under the 2030 Indenture governing the 2030 Notes (the "2030 Indenture") requiring us to maintain at least $20.0 million in qualified cash. As of March 31, 2026, 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 March 31, 2026, due immediately. See Item 1A "Risk Factors” in the 2025 Annual Report on Form 10-K
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The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
| Three Months Ended | |||||||||||||||||
| (in thousands) | March 31, 2026 | March 31, 2025 | Change | ||||||||||||||
| Cash flow used in operating activities | $ | (7,212) | $ | (33,786) | $ | 26,574 | |||||||||||
Cash flow used in investing activities | (2,160) | (3,412) | 1,252 | ||||||||||||||
| Cash flow used in financing activities | (923) | (649) | (274) | ||||||||||||||
Operating Activities
Cash flows used in operating activities were $7.2 million during the three months ended March 31, 2026, a decrease of $26.6 million, as compared to the three months ended March 31, 2025. The year-over-year change in operating cash flows was primarily attributable to the following factors:
•Year-over-year increase of $27.2 million in operating cash flows from net earnings, net of non-cash items due to favorable business performance as a result of our restructuring actions in the prior year.
•The aggregate changes in trade accounts receivable, inventory, and trade accounts payable used $9.8 million of cash during the three months ended March 31, 2026 as compared to using $5.9 million during the 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 the purchase of raw materials and components to the collection of cash from our customers, and can be significantly impacted by the timing of collections and payments in a period.
•The aggregate change in prepaid expenses, other assets, accrued expenses, and other liabilities used $4.5 million in the three months ended March 31, 2026 as compared to using $7.8 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.
Investing Activities
Net cash used in investing activities was $2.2 million during the three months ended March 31, 2026, a decrease of $1.3 million, as compared to the three months ended March 31, 2025, driven primarily by lower spending on property and equipment and an increase in our Enhatch equity method investment in the prior year.
Financing Activities
Net cash used in financing activities was $0.9 million during the three months ended March 31, 2026, an increase of $0.3 million, as compared to the three months ended March 31, 2025, driven primarily by the purchase of the remaining shares of a non-controlling interest in the current year.
Material Cash Requirements
The Company's material cash requirements consist of the following contractual and other obligations:
Indebtedness
Convertible senior secured notes due 2030
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.
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Convertible senior notes due 2026
The 2026 Notes have an annual effective interest rate of 0.594%, reflecting original issue discounts, commissions, and offering expenses. The 2026 Notes are scheduled to mature on November 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with their terms
At March 31, 2026, we had $96.0 million of outstanding long-term debt, comprising $3.9 million of 2026 Notes and $92.0 million of 2030 Notes. 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 certain purchase commitments under agreements with remaining terms in excess of a year, which primarily relate to software licenses, printer assemblies, inventory and capital expenditures. As of March 31, 2026, such purchase commitments totaled $20.4 million, with approximately $8.0 million, expected to be due within the next twelve months.
Leases
The Company had operating and financing lease obligations (inclusive of interest) of $80.5 million at March 31, 2026, primarily related to real estate and equipment leases, of which, approximately $14.9 million in payments are expected over the next twelve months.
Sources of Funding to Satisfy Material Cash Requirements
The Company believes that 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.
Other Contractual Commitments
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.
Critical Accounting Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
For a discussion of critical accounting estimates at December 31, 2025, refer to Item 7 “Critical Accounting Estimates” in our 2025 Annual Report on Form 10-K. During the three months ended March 31, 2026, there have been no material changes to our critical accounting estimates described in our 2025 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of market risks at December 31, 2025, refer to Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our 2025 Annual Report on Form 10-K. During the three months ended March 31, 2026, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, 2025.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based on this evaluation, management has concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses discussed in our 2025 Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
We are in the process of implementing certain changes to our internal controls to remediate the material weaknesses described in our 2025 Annual Report on Form 10-K. Related to these efforts was the development of a remediation plan to specifically address processes and activities intended to rectify the issues identified as part of the material weaknesses. These plans include, but are not limited to, increased training, enhanced documentation associated with existing policies, and talent enhancements designed to specifically address the identified material weaknesses. Aside from these activities, the results of which continue to be evaluated, there were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The information relating to legal proceedings set forth under the header “Litigation” in Note 11 to the condensed consolidated financial statements as of and for the three months ended March 31, 2026 included in this Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
Information regarding risk factors appears in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward Looking Statements," in Part I - Item 2 of this Form 10-Q and in "Risk Factors" in Part I - Item 1A of our 2025 Annual Report on Form 10-K. There were no material changes during the three months ended March 31, 2026 to the risk factors reported in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuance of Unregistered Securities and Issuer Purchases of Equity Securities
Issuances of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table sets forth information with respect to purchases of the Company’s common stock on a trade date basis made during the three months ended March 31, 2026:
Total number of shares (or units) purchased (a) | Average price paid per share (or unit) (b) | ||||||||||
January 1, 2026 - January 31, 2026 | — | $ | — | ||||||||
February 1, 2026 - February 28, 2026 | 5,535 | 2.05 | |||||||||
March 1, 2026 - March 31, 2026 | — | — | |||||||||
| Total | 5,535 | $ | 2.05 | ||||||||
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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Director and Officer Trading Arrangements
During the fiscal quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
Item 6. Exhibits
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(a) | Exhibits | ||||
| The following exhibits are included as part of this filing and incorporated herein by this reference: | |||||
| 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 | |||||
| 3.4 | |||||
| 3.5 | |||||
| 3.6 | |||||
| 3.7 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 4.6 | |||||
| 4.7 | |||||
| 31.1† | |||||
| 31.2† | |||||
| 32.1† | |||||
| 32.2† | |||||
| 101.INS† | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH† | Inline XBRL 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 | ||||
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† Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| 3D SYSTEMS CORPORATION: | ||||||||
Date: May 11, 2026 | By | /s/ Phyllis Nordstrom | ||||||
| Phyllis Nordstrom | ||||||||
Chief Financial Officer and Chief Administrative Officer | ||||||||
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