3D Systems (NYSE: DDD) exchanges 2026 notes and pays advisor with shares

Rhea-AI Filing Summary

3D Systems Corporation reported two equity-related actions. On December 16, 2025, the company issued 695,435 shares of common stock to J. Wood Capital Advisors LLC as payment for services related to its Exchange and Consent Agreements, and it did not receive any cash proceeds from this issuance.

On the same date, the company completed an exchange of $30,773,000 aggregate principal amount of its 0% Convertible Senior Notes due 2026 for 16,625,243 shares of common stock held by a limited number of existing holders. After this transaction, approximately $3.9 million aggregate principal amount of these 2026 notes remains outstanding, and the company again did not receive cash proceeds from the exchange.

Insights

Capital structure analyst

3D Systems reduces 2026 convertible notes by issuing equity and stock fees.

3D Systems exchanged $30,773,000 aggregate principal of its 0% Convertible Senior Notes due 2026 for 16,625,243 common shares held by a limited number of existing holders. This transaction lowers the outstanding principal of these 2026 notes to approximately $3.9 million and replaces that portion of debt with equity, with no cash received by the company.

Separately, the company issued 695,435 shares of common stock to J. Wood Capital Advisors LLC as non-cash consideration for services tied to the Exchange and Consent Agreements, also with no cash proceeds. Together, these actions shift part of the capital structure from convertible debt toward equity and compensate an advisor in stock rather than cash.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2025

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-34220

95-4431352

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

333 Three D Systems Circle

Rock Hill, South Carolina 29730

(Address of Principal Executive Offices) (Zip Code)

(803) 326-3900
(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.001 per share			DDD			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.02. Unregistered Sales of Equity Securities.

On December 16, 2025, 3D Systems Corporation (the “Company”) issued 695,435 shares (the “JWCA Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to J. Wood Capital Advisors LLC (“JWCA”) for services rendered in connection with the transactions contemplated by the Exchange and Consent Agreements (as defined below). The Company did not receive any cash proceeds from the issuance of the JWCA Shares.

The JWCA Shares were issued pursuant to an exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration based in part on representations made by JWCA.

Item 8.01. Other Events.

On December 16, 2025, the Company completed its previously announced transactions to exchange $30,773,000 aggregate principal amount of the Company’s then outstanding 0% Convertible Senior Notes due 2026 (the “2026 Notes”) held by a limited number of existing holders (the “Transaction Participants”) for an aggregate of 16,625,243 shares of the Common Stock (the “Exchange”) pursuant to certain Exchange and Consent Agreements, each dated as of December 8, 2025, by and between the Company and the Transaction Participants (the “Exchange and Consent Agreements”). Immediately following the Exchange, approximately $3.9 million in aggregate principal amount of the 2026 Notes remain outstanding. The Company did not receive any cash proceeds from the Exchange.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						3D SYSTEMS CORPORATION
Date: December 16, 2025						/s/ Phyllis B. Nordstrom
						Phyllis B. Nordstrom
						Interim Chief Financial Officer and Chief Administrative Officer

FAQ

What new shares did 3D Systems (DDD) issue to J. Wood Capital Advisors?

3D Systems issued 695,435 shares of common stock to J. Wood Capital Advisors LLC as payment for services related to its Exchange and Consent Agreements, and the company did not receive cash proceeds for this issuance.

How large was 3D Systems' exchange of 0% Convertible Senior Notes due 2026?

The company completed an exchange of $30,773,000 aggregate principal amount of its 0% Convertible Senior Notes due 2026 for 16,625,243 shares of common stock held by a limited number of existing noteholders.

How many of 3D Systems' 0% Convertible Senior Notes due 2026 remain outstanding?

Following the exchange, approximately $3.9 million aggregate principal amount of 3D Systems' 0% Convertible Senior Notes due 2026 remains outstanding.

Did 3D Systems receive any cash from the December 16, 2025 transactions?

No. The company stated that it did not receive any cash proceeds from either the issuance of shares to J. Wood Capital Advisors or from the exchange of the 2026 notes for common stock.

Why were the JWCA Shares issued by 3D Systems without registration under the Securities Act?

The 695,435 shares issued to J. Wood Capital Advisors LLC (the JWCA Shares) were issued under an exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, with the company relying in part on representations made by JWCA.