3D Systems Announces $31 Million Equitization Transaction

3D Systems (NYSE: DDD) entered privately negotiated agreements to exchange $30,773,000 principal of its 0% Convertible Senior Notes due 2026 for 16,625,243 shares of common stock.

Rhea-AI Summary

3D Systems (NYSE: DDD) entered privately negotiated agreements to exchange $30,773,000 principal of its 0% Convertible Senior Notes due 2026 for 16,625,243 shares of common stock. The Exchange is expected to close on or about December 16, 2025, subject to customary closing conditions.

Immediately after the Exchange, approximately $3.9 million of the 2026 Notes will remain outstanding and the company will receive no cash proceeds from the transaction.

Positive

• Debt reduction of $30,773,000 principal through equity conversion
• Expected closing on or about December 16, 2025

Negative

• Issuance of 16,625,243 shares implies shareholder dilution
• No cash proceeds from the Exchange limits liquidity benefit

Argus Dec 9 session

-16.90% close to close Open Argus

Details

News Market Reaction – DDD

On Dec 9, the day this news came out, DDD closed 16.90% below the previous close.

Data tracked by StockTitan Argus for the Dec 9 session.

Key Figures

Equitization size: $31 million Notes exchanged: $30,773,000 principal Shares issued: 16,625,243 shares +5 more

Equitization size

$31 million

Headline amount for equitization transaction

Notes exchanged

$30,773,000 principal

Aggregate principal of 0% Convertible Senior Notes due 2026 in Exchange

Shares issued

16,625,243 shares

Common shares to be issued in exchange for 2026 Notes

Notes remaining

$3.9 million principal

Aggregate principal of 2026 Notes outstanding after Exchange

Coupon rate

0%

Convertible Senior Notes due 2026 being exchanged

Maturity year

2026

Maturity of 0% Convertible Senior Notes subject to Exchange

Closing date

December 16, 2025

Expected closing date of Exchange, subject to conditions

Cash proceeds

$0

Company will not receive cash from the Exchange

Historical Context

5 past events · Latest: Nov 11

5 events

1. Nov 11

   Product launch

   24h Move

   +4.5%

   Unveiled next-generation stereolithography solutions and related SLA products.

2. Nov 04

   Earnings results

   24h Move

   -5.1%

   Q3 2025 revenue decline, margin compression and continued adjusted EBITDA loss.

3. Oct 30

   Earnings date notice

   24h Move

   -6.9%

   Announced timing and access details for upcoming Q3 2025 earnings release.

4. Oct 27

   Strategic JV update

   24h Move

   -1.9%

   Reported major NAMI milestones and new commercial agreements in Saudi Arabia.

5. Sep 30

   Product launch

   24h Move

   -2.0%

   Introduced MJP 300W Plus printer with productivity and material-usage benefits.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, common stock, principal amount, registration, +3 more

7 terms

convertible senior notes financial

"holders ... of its existing 0% Convertible Senior Notes due 2026 (the “2026 Notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

common stock financial

"for an aggregate of 16,625,243 shares (“Shares”) of 3D Systems’ common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

principal amount financial

"to exchange an aggregate principal amount of $30,773,000 of 2026 Notes"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

registration regulatory

"may not be offered or sold in the United States absent registration or an applicable exemption"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

exemption regulatory

"absent registration or an applicable exemption from such registration or qualification requirements"

An exemption is an official permission to be temporarily or permanently freed from a specific regulatory requirement, rule, or filing that would normally apply to a company or transaction. Think of it as a tailored waiver that lets a business skip or alter a paperwork or compliance step without penalty; investors care because exemptions can speed deals, reduce costs, or change risk and disclosure levels, affecting transparency and value.

privately negotiated agreements financial

"entered into separate, privately negotiated agreements with a limited number of holders"

Privately negotiated agreements are contracts made directly between specific parties rather than through a public market or auction, covering things like sales of shares, assets, or loans. They matter to investors because these deals can change who controls a company or its cash flow quickly but usually offer less price transparency, fewer public disclosures and lower immediate liquidity—like buying an item from a neighbor instead of from a store, you negotiate terms privately and may get a different price and fewer protections.

convertible debt financial

"its existing 0% Convertible Senior Notes due 2026 (the “2026 Notes”)"

A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ROCK HILL, S.C., Dec. 09, 2025 (GLOBE NEWSWIRE) -- 3D Systems Corporation (NYSE: DDD) today announced that it has entered into separate, privately negotiated agreements with a limited number of holders (the “Transaction Participants”) of its existing 0% Convertible Senior Notes due 2026 (the “2026 Notes”) to exchange an aggregate principal amount of $30,773,000 of 2026 Notes for an aggregate of 16,625,243 shares (“Shares”) of 3D Systems’ common stock (the “Exchange”).

The Exchange is expected to close on or about December 16, 2025, subject to customary closing conditions. Immediately following the Exchange, approximately $3.9 million in aggregate principal amount of the 2026 Notes will remain outstanding. 3D Systems will not receive any cash proceeds from the Exchange.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Shares issuable in the Exchange nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.

The offer and sale of the Shares issuable in the Exchange have not been registered under the Securities Act of 1933, as amended, or qualified under any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration or qualification requirements.

Forward-Looking Statements

Certain statements made in this release, including statements regarding the closing of the Exchange and the 2026 Notes that will remain outstanding, are not statements of historical or current facts are 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 the actual results, performance or achievements of the Company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In many cases, forward-looking statements can be identified 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 and may include comments as to the Company’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the Company. The factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements. Although management believes 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 which such performance or results will be achieved. The forward-looking statements included are made only as of the date of the statement. 3D Systems undertakes no obligation to update or review any forward-looking statements made by management or on its behalf, whether as a result of future developments, subsequent events or circumstances or otherwise, except as required by law.

About 3D Systems 

For nearly 40 years, Chuck Hull’s curiosity and desire to improve the way products were designed and manufactured gave birth to 3D printing, 3D Systems, and the additive manufacturing industry. Since then, that same spark continues to ignite the 3D Systems team as we work side-by-side with our customers to change the way industries innovate. As a full-service solutions partner, we deliver industry-leading 3D printing technologies, materials and software to high-value markets such as medical and dental; aerospace, space and defense; transportation and motorsports; AI infrastructure; and durable goods. Each application-specific solution is powered by the expertise and passion of our employees who endeavor to achieve our shared goal of Transforming Manufacturing for a Better Future.

3D Systems Corporation
333 Three D Systems Circle
Rock Hill, SC 29730
www.3dsystems.com 
NYSE:DDD

Investor Contact: investor.relations@3dsystems.com
Media Contact:press@3dsystems.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did 3D Systems (DDD) announce on December 9, 2025 regarding its 2026 notes?

3D Systems announced agreements to exchange $30,773,000 of 0% Convertible Senior Notes due 2026 for 16,625,243 shares of common stock.

When is the 3D Systems (DDD) equitization transaction expected to close?

The Exchange is expected to close on or about December 16, 2025, subject to customary closing conditions.

How many 2026 notes will remain outstanding after the DDD exchange?

Approximately $3.9 million in aggregate principal amount of the 2026 Notes will remain outstanding immediately following the Exchange.

Will 3D Systems (DDD) receive cash from the note-for-stock Exchange?

No. The company will not receive any cash proceeds from the Exchange.

How many new shares will 3D Systems issue in the December 2025 Exchange (DDD)?

The company will issue an aggregate of 16,625,243 shares of common stock in the Exchange.