3D SYSTEMS CORP

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 intwo 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

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all majority-owned and wholly-owned subsidiaries and entities in which a controlling interest is maintained. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”). The Company believes that the disclosures included in this Form 10-Q are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the Company's financial position, results of operations, and cash flows for the periods presented. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates and assumptions.

Our annual reporting period is the calendar year. The Company's results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year.

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.

Equity Offering

During the three months ended June 30, 2026, the Company issued 18.9 million shares of our common stock, par value $0.001 per share, for $53.2 million in cash, net of offering costs.

Finance Leases

As of June 30, 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 $8.8 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 $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.2 million for the three and six months ended June 30, 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. Under the original agreement, the remaining 6.25% non-controlling interest in this foreign subsidiary was 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 inthree 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 during the quarter ended March 31, 2026. As of June 30, 2026, we maintained a short-term liability for the remaining amount to be paid related to the second and third milestones totaling $1.5 million in Accrued and other liabilities.

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

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets."The ASU introduces a practical expedient that allows entities to assume that current conditions as of the balance sheet date will remain unchanged over the remaining life of eligible accounts receivable and contract assets. Under this expedient, entities are not required to forecast future changes in conditions for these assets; however, they must continue to consider customer-specific information and any known or expected deviations from current conditions. The Company adopted this ASU in the first quarter of 2026. Adoption did not have a material impact on our consolidated financial statements or disclosures.

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 $0.9 million and $1.6 million as of June 30, 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 current portion of deferred revenue is recorded within Customer deposits and deferred revenue on our Condensed Consolidated Balance Sheets. 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:

During the three and six months ended June 30, 2026, the Company recognized $4.7 million and $11.9 million, respectively, of revenue related to the Company's contract liabilities at December 31, 2025. The change in contract liabilities from December 31, 2025 to June 30, 2026 was primarily due to the timing of cash receipts and sales of extended service contracts.

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 $0.7 million and $1.9 million in product revenue and $1.0 million and $2.1 million in product cost of sales related to collaborative arrangements during the three and six months ended June 30, 2026, respectively.

For the three and six months ended June 30, 2025, the Company recognized $3.6 million and $6.4 million in product revenue and $1.3 million and $3.8 million in product cost of sales, respectively, 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 June 30, 2026, the Company had $7.5 million of remaining performance obligations, primarily related to maintenance and service contracts, post-sale support and extended warranties. We expect approximately 92% to be recognized as revenue within the nexttwo 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:

For the three and six months ended June 30, 2026, two customers within our Healthcare Solutions segment accounted for 10.8% and 14.1% and 12.7% and 11.3% of our consolidated revenue, respectively. For the three and six months ended June 30, 2025, one customer within our Healthcare Solutions segment accounted for 9.7% and 10.8% of our consolidated revenue, respectively. We expect to maintain our relationships with these customers.

NOTE 3- INVENTORIES

NOTE 4 - DIVESTITURE

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 three and six months ended June 30, 2025.

No loss was recognized to measure the disposal group at the lower of its carrying value or fair value less costs to sell. The disposal group was not presented as a discontinued operation in the accompanying condensed consolidated financial statements because the sale of Geomagic did not represent a strategic shift that would have a major effect on the Company’s operations.

NOTE 5- 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:

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 venture's common stock. The Company recognized a gain on the investee’s share issuance of $2.6 million, reported in Other (loss) income, net for the six months ending June 30, 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. NAMI did not repay the note receivable as of June 30, 2026 and the note is expected to be amended to extend the maturity date to December 31, 2026. The carrying value of the related party note receivable is $4.4 million as of June 30, 2026 and is recorded within Prepaid expenses and other current assets on our Condensed Consolidated Balance Sheets.

Additionally, during the three and six months ended June 30, 2026 and 2025, the Company entered into related party transactions with NAMI in the ordinary course of business. During the three and six months ended June 30, 2026, the Company recorded sales to NAMI of $0.5 million and $0.6 million, respectively. As of June 30, 2026, the outstanding related party receivable balances attributable to our sales with NAMI werenot material.

Enhatch Inc.

During the three and six months ended June 30, 2026 and 2025, the Company entered into related party transactions with Enhatch Inc. ("Enhatch") in the ordinary course of business. During the three and six months ended June 30, 2026, the Company made purchases from Enhatch of $0.5 million and $0.9 million, respectively. As of June 30, 2026, the outstanding related party payable balances attributable to our purchases from Enhatch werenot material.

Additionally, during the three and six months ended June 30, 2025, the Company entered into related party transactions with NAMI and Enhatch, including purchases and sales, but the transactions and related balances payable or receivable were not significant.

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 June 30, 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 June 30, 2026, our maximum exposure to losses associated with the VIEs is limited to the $20.7 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.

NOTE 6- BORROWINGS

The Company had the following debt outstanding as of:

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 June 30, 2026.

Convertible Senior Notes

Convertible senior secured notes due 2030 (the "2030 Notes")

The 2030 Notes are senior secured obligations, guaranteed by certain U.S. subsidiaries of the Company, 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")

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 $1.0 million and $0.3 million and $0.6 million for the three and six months ended June 30, 2026 and 2025, respectively.

NOTE 7- 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.

During the three months ended June 30, 2026 the Company granted 1.1 million performance-based RSUs ("PSUs") to employees with a weighted-average grant date fair value of $0.52 per share. The PSUs are subject tothree-year cliff vesting. Vesting is contingent upon continued service and market conditions that are met based on annual stock price growth goals.

During the three months ended June 30, 2026, the Company granted 1.6 million shares of restricted stock to employees with a weighted-average grant date fair value of $2.36 per share. The restricted stock awards generally vest ratably over 3 years.

Stock-Based Compensation Activity and Expense

The following table shows the stock-based compensation expense recognized:

During the three and six months ended June 30, 2025, the Company recognized a reversal of $6.6 million in previously recognized compensation expense, primarily due to the cancellation of annual incentive compensation.

As of June 30, 2026, there was $7.9 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 8- 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 and six months ended June 30, 2026 and 2025.

For the three and six months ended June 30, 2026, the Company's effective tax rate was (3.1)% and (13.5)%, respectively. For the three and six months ended June 30, 2025, the Company's effective tax rate was 9.4% and 14.4%, respectively. The differences between the U.S. statutory tax rate and the effective tax rates for the three and six months ended June 30, 2026 and 2025 were primarily driven by the recognition of a full deferred tax asset valuation allowance in various jurisdictions in both years.

NOTE 9 - NET (LOSS) INCOME 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.

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 three and six months ended June 30, 2026 and 2025.

Diluted income per common share was computed using the treasury stock method for restricted shares and RSUs and the if-converted method for convertible debt.

NOTE 10- ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The changes in the balances of accumulated other comprehensive (loss) income, net of tax, by component are as follows:

NOTE 11- 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 throughtwo 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.

Revenue, cost of sales and gross profit for each of our reportable segments were as follows:

Depreciation and amortization included in the measurement of gross profit by segment were as follows:

NOTE 12- 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 June 30, 2026, such purchase commitments totaled $21.7 million, with $9.4 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.

Other Commitments

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 had a maturity date of June 2026 and included automaticone-year extensions, which are not to continue beyond July 1, 2033. As of March 31, 2026, the letter of credit was to $0.4 million. Effective June 11, 2026, the letter of credit was cancelled.

Litigation

For a description of certain lawsuits, claims, and proceedings, refer to Note 20 “Commitments and Contingencies” in our 2025 Annual Report on Form 10-K. During the six months ended June 30, 2026, there were no material changes or developments to the litigation, claims, and proceedings described within our 2025 Annual Report on Form 10-K.

Contingencies

Warranty

Changes in accrued product warranty liability balance are summarized as follows:

NOTE 13- 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:

(a) There were no transfers among the levels within the fair value hierarchy during the six months ended June 30, 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 receivable, accounts payable, and accrued liabilities approximate fair value as of June 30, 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:

The estimated fair values of the 2026 Notes and the 2030 Notes were determined using quoted market price in a market with limited activity and are therefore classified as Level 2 in the fair value hierarchy.

NOTE 14- 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.

Restructuring and other related charges under the 2025 Restructuring Plan were primarily cash charges related to severance and termination benefits incurred as a result of headcount reductions, which 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:

There wereno restructuring and other related charges recorded in cost of sales for the three and six months ended June 30, 2026. Restructuring and other related charges recorded in cost of sales by reportable segment for the three and six months ended June 30, 2025 were as follows:

The activity in the restructuring accrual related to the 2025 Restructuring Plan was as follows: