3D Systems Announces Agreements to Exchange All Outstanding 5.875% Convertible Senior Secured Notes Due 2030, Eliminating All Secured Debt

The proposed exchange lowers the note principal and interest rate while requiring cash and common shares as consideration.

Rhea-AI Summary

3D Systems (NYSE: DDD) signed agreements to exchange all outstanding secured convertible notes for unsecured convertible debt, common shares and cash. The exchange covers $92.03 million of 5.875% notes due 2030, replacing them with $85 million of 3.30% notes due April 1, 2031, plus 13,471,138 shares and $20 million cash, alongside accrued interest. Terms are subject to certain adjustments if closing occurs after December 1, 2026.

The company expects closing on or about November 12, 2026, subject to closing conditions, and expects the related guarantees and collateral liens to be released upon completion. The new notes can convert into cash, shares or both at the company's election, initially at approximately $3.43 per share, subject to adjustments. The exchange provides no cash proceeds.

4 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Secured notes would be fully exchanged; the company expects related guarantees and collateral liens to be released.
• Minor point. Forward-looking: it has not happened yet and may not happen.Note principal would fall from $92,030,000 to $85,000,000.
• Minor point. Forward-looking: it has not happened yet and may not happen.Annual interest rate would decline from 5.875% to 3.30%.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debt maturity would extend from 2030 to April 1, 2031.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.13,471,138 common shares would be issued in the exchange, diluting existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.$20,000,000 cash payment plus accrued unpaid interest is required; the exchange provides no cash proceeds.
• Minor point. Forward-looking: it has not happened yet and may not happen.$85,000,000 convertible notes could add shares at an initial approximately $3.43 conversion price, subject to adjustments.
• Minor pointClosing conditions remain for the exchange expected on or about November 12, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Exchange terms are subject to certain adjustments if closing occurs after December 1, 2026.

Key Figures

2030 Notes principal exchanged: $92,030,000 New notes principal: $85,000,000 Common shares issued: 13,471,138 shares +5 more

2030 Notes principal exchanged

$92,030,000

Aggregate principal amount; all outstanding 2030 Notes

New notes principal

$85,000,000

Aggregate principal amount of 2031 Notes issued in the exchange

Common shares issued

13,471,138 shares

Exchange consideration

Cash consideration

$20,000,000

Cash paid as part of the exchange; the company will receive no cash proceeds

New notes interest rate

3.30% per year

2031 Notes; payable semiannually

Initial conversion rate

291.3753 shares per $1,000 principal amount

2031 Notes

Conversion premium

30.0%

Premium over the November 4, 2026 last reported sale price

Expected exchange closing

On or about November 12, 2026

Subject to closing conditions

Key Terms

convertible senior secured notes, senior unsecured obligations, conversion rate, indenture

4 terms

convertible senior secured notes financial

"currently outstanding 5.875% convertible senior secured notes due 2030"

A convertible senior secured note is a loan that a company issues which is backed by specific assets and gets paid before other debts if the company fails, while also giving lenders the option to convert the loan into the company’s shares. For investors this matters because the security and senior status reduce credit risk like a mortgage on a house, but the conversion feature can dilute existing shareholders and tie returns to the stock’s future performance.

senior unsecured obligations financial

"The 2031 Notes will be senior unsecured obligations of the Company"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

conversion rate financial

"at an initial conversion rate of 291.3753 shares"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

indenture regulatory

"the indenture governing the 2030 Notes will be satisfied and discharged"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

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

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ROCK HILL, S.C., Nov. 04, 2026 (GLOBE NEWSWIRE) -- 3D Systems Corporation (NYSE: DDD) (“3D Systems” or the “Company”) today announced that it has entered into separate, privately negotiated exchange agreements with all of the holders (the “Transaction Participants”) of its currently outstanding 5.875% convertible senior secured notes due 2030 (the “2030 Notes”). Pursuant to these exchange agreements, the Company has agreed to exchange $92,030,000 aggregate principal amount of 2030 Notes held by the Transaction Participants, representing all of the outstanding 2030 Notes, for $85,000,000 aggregate principal amount of newly issued 3.30% convertible senior notes due 2031 (the “2031 Notes”), 13,471,138 shares (the “Shares”) of the Company’s common stock and $20,000,000 in cash, plus accrued and unpaid interest on the exchanged 2030 Notes to, but excluding, the closing date, subject to certain adjustments if the closing occurs after December 1, 2026 (the “Exchange”).

The 2031 Notes will be senior unsecured obligations of the Company, will bear interest at a rate of 3.30% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2027, and will mature on April 1, 2031, unless earlier converted, redeemed or repurchased. The 2031 Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares, at the Company’s election, at an initial conversion rate of 291.3753 shares of common stock per $1,000 principal amount of 2031 Notes (equivalent to an initial conversion rate of approximately $3.43 per share of common stock, which represents a premium of approximately 30.0% over the last reported sale price of the Company’s common stock on the New York Stock Exchange on November 4, 2026 of $2.64 per share), subject to certain adjustments.

The Exchange is expected to close on or about November 12, 2026, subject to certain closing conditions. Assuming all of the 2030 Notes are exchanged, upon the closing of the Exchange, no 2030 Notes will be outstanding, and the Company expects that the indenture governing the 2030 Notes will be satisfied and discharged and the related guarantees and the liens on the collateral securing the 2030 Notes will be released. 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, the 2031 Notes or any shares of common stock issuable upon conversion of the 2031 Notes, 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, the 2031 Notes and any shares of common stock issuable upon conversion of the 2031 Notes have not been, and will not be, 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 expected terms and closing of the Exchange, whether the conditions to the closing of the Exchange will be satisfied, the issuance of the 2031 Notes, whether all of the 2030 Notes will be exchanged and cancelled and the indenture governing the 2030 Notes will be satisfied and discharged, any 2030 Notes that will remain outstanding, whether the Transaction Participants will deliver the consents required to effect amendments to the indenture governing the 2030 Notes and whether the Company will effect such amendments, and 3D Systems’ expected indebtedness following the Exchange, are not statements of historical or current facts and 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 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; data center 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. More information on the company is available at www.3dsystems.com.

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 are the terms of 3D Systems' DDD convertible note exchange?

3D Systems agreed to exchange $92,030,000 of 5.875% secured convertible notes due 2030 for $85,000,000 of 3.30% unsecured convertible notes due 2031, 13,471,138 common shares and $20,000,000 cash, plus accrued unpaid interest. Certain adjustments apply if closing occurs after December 1, 2026.

When is 3D Systems' note exchange expected to close?

The exchange is expected to close on or about November 12, 2026, subject to certain closing conditions. Assuming all outstanding 2030 notes are exchanged, the company expects their governing agreement to be discharged and the related guarantees and collateral liens released.

How will interest and conversion work on 3D Systems' new 2031 notes?

The new notes pay 3.30% annual interest semiannually on April 1 and October 1, beginning April 1, 2027. The initial conversion rate is 291.3753 shares per $1,000 principal, subject to adjustments. Settlement may be cash, shares or both at the company's election; the approximately $3.43 initial conversion price represents an approximately 30.0% premium to the November 4, 2026 closing price of $2.64.