Proto Labs Inc
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
PRLB$67.93-1.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
- Consolidated Financial Statements
See Index to Consolidated Financial Statement at Item 8 herein.
- Financial Statement Schedules
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statement or notes herein.
- Exhibits
See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.
| Exhibit Number | Description of Exhibit |
| 3.1 | Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012.) |
| 3.2 | Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the Commission on May 21, 2015). |
| 3.3 | Third Amended and Restated By-Laws of Proto Labs, Inc, as amended through November 15, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed on November 15, 2022). |
| 4.1 | Form of certificate representing common shares of Proto Labs, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, filed on February 1, 2012). |
| 4.2 | Description of Securities of Registrant |
| 10.1# | 2012 Long-Term Incentive Plan, as amended as of August 5, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed on November 3, 2015). |
| 10.2# | Form of Incentive Stock Option Agreement under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012). |
| 10.3# | Form of Non-Statutory Stock Option Agreement (Directors) under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012). |
| 10.4# | Form of Non-Statutory Stock Option Agreement (U.S. Employees) under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012). |
| 10.5# | Form of Non-Statutory Stock Option Agreement (U.K. Employees) under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012). |
| 10.6# | Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A, filed on February 13, 2012). |
| 10.7# | Amended and Restated Credit Agreement, dated as of September 30, 2011, between Proto Labs, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A, filed on October 26, 2011). |
| 10.8# | Credit Agreement, dated November 27, 2017, by and among Proto Labs and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on December 1, 2017). |
| 10.9# | Form of U.S. Severance Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K, filed on March 1, 2013). |
| 10.10# | Form of UK Severance Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed on May 8, 2013). |
| 10.11# | Amended and Restated Executive Employment Agreement, dated August 1, 2019, by and between Proto Labs, Inc. and Victoria M. Holt (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on August 2, 2019). |
| 10.12# | Form of Restricted Stock Agreement under 2012 Long-Term Incentive Plan for the initial grant to Victoria M. Holt (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on February 6, 2014). |
| 10.13# | Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.S. Employees) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on February 12, 2014). |
| 10.14# | Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (U.K. Employees) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on February 12, 2014). |
| 10.15# | Form of Restricted Stock Unit Agreement under 2012 Long-Term Incentive Plan (Directors) (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8, filed on March 3, 2014). |
| 10.16 | Consulting Agreement, dated February 4, 2021, by and between Proto Labs, Inc. and Victoria M. Holt (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on February 4, 2021). |
| 10.17# | Form of Performance Stock Unit Agreement under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017). |
| 10.18# | Form of Deferred Stock Unit Agreement under 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed on August 1, 2018). |
| 10.19# | Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on October 31, 2025). |
| 10.20# | Executive Employment Agreement, dated January 29, 2021, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on February 4, 2021). |
| 10.21# | Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan, as amended May 20, 2025 (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed on May 21, 2025). |
| 10.22# | Form of Incentive Stock Option Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.23# | Form of Non-Statutory Stock Option Agreement (Directors) under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.24# | Form of Non-Statutory Stock Option Agreement (U.S. Employees) under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.25# | Form of Non-Statutory Stock Option Agreement (U.K. Employees) under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.26# | Form of Restricted Stock Unit Award Agreement under the 2022 Long-Term Incentive Plan (U.S. Employees) (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.27# | Form of Restricted Stock Unit Award Agreement under the 2022 Long-Term Incentive Plan (U.K. Employees) (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.28# | Form of Restricted Stock Unit Award Agreement under the 2022 Long-Term Incentive Plan (Directors) (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.29# | Form of Performance Stock Unit Award Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.30# | Form of Deferred Stock Unit Award Agreement under the 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K, filed on August 30, 2022). |
| 10.31# | Form of Restricted Stock Unit Agreement Grant Notice under the Amended and Restated 2022 Long-Term Incentive Plan (Non-employee Director) (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed on August 2, 2024). |
| 10.32# | Form of Deferred Stock Unit Agreement Grant Notice under the Amended and Restated 2022 Long-Term Incentive Plan (Non-Employee Director) (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q, filed on August 2, 2024). |
| 10.33# | Settlement Agreement, fully executed on October 1, 2024 between Proto Labs, Inc., Proto Labs Germany GmbH and Bjoern Klaas (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on October 7, 2024). |
| 10.34# | Executive Employment Agreement, dated May 20, 2025, by and between Proto Labs, Inc. and Suresh Krishna (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 21, 2025). |
| 10.35# | Consulting Agreement, dated May 20, 2025, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on May 21, 2025). |
| 10.36# | Consulting Agreement, dated May 28, 2025, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 30, 2025). |
| 10.37# | Protolabs Annual Incentive Plan. |
| 19.1 | Proto Labs, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K, filed February 21, 2025). |
| 19.2 | Proto Labs, Inc. Supplement to Insider Trading Policy (incorporated by reference to Exhibit 19.2 to the Company’s Form 10-K, filed February 21, 2025). |
| 21.1 | Subsidiaries of Proto Labs, Inc. |
| 23.1 | Consent of Ernst & Young LLP |
| 24.1 | Powers of Attorney |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| 32.1* | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
| 97 | Proto Labs, Inc. Required Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company's Form 10-K, filed on February 16, 2024) |
| 101.INS** | 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 Schema 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** | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
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