3D SYSTEMS CORP
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025, which is the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses described below.
Notwithstanding the existence of the material weaknesses described below, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with generally accepted accounting principles.
Previously Disclosed Material Weaknesses
We previously identified material weaknesses related to the valuation of long-lived assets for measuring impairments; our financial reporting and close process; and the accounting treatment for certain technical matters. During the fiscal year ended December 31, 2025 we implemented a comprehensive program to remediate the material weaknesses which included expanding resources, enhancing our control activities for business processes, and providing comprehensive training. While we have remediated certain previously reported material weaknesses, we did not fully maintain components of the COSO framework.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.
Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 Framework"). Based on this assessment, management has concluded we did not maintain effective internal control over financial reporting due to the material weaknesses described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We have identified the following material weaknesses which exist as of December 31, 2025:
We did not design and maintain adequate controls within the revenue process to address the determination of standalone selling price (“SSP”) and allocation of the transaction price to separate performance obligations for revenue accounting. Additionally, we did not design and maintain adequate controls over the accounting treatment for market-based stock compensation awards.
The above control deficiencies constitute material weaknesses, either individually or in the aggregate.
Our independent registered public accounting firm, Deloitte & Touche LLP, who audited the Consolidated Financial Statements included in this Annual Report on Form 10-K issued an adverse opinion on the effectiveness of our internal control over financial reporting. Deloitte & Touche LLP's report is included herein.
Changes in Internal Control Over Financial Reporting
Other than described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Plan for Remediation
We are committed to maintaining strong internal controls over financial reporting. Management, with the oversight of the Audit Committee of the Board of Directors, is taking actions to remediate the material weaknesses described above.
Remediation actions are underway and are scheduled to be complete within fiscal year 2026. Specifically, we will finalize implementation of our automation tool by documenting control processes and conducting training for our professionals to accurately execute the determination of SSP and allocation of the transaction price. Additionally, we will enhance our controls to support accurate accounting treatment for market-based stock compensation plans.
The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe the above measures will remediate the control deficiencies identified and strengthen our internal control over financial reporting. As we continue to work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal controls over financial reporting.
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