3D Systems signs deal for up to $42.5M stock offering

3D Systems is not obligated to sell shares and may suspend solicitation and offers; Cantor Fitzgerald’s commission is up to 3.0%.

Available on EDGAR 11/05/2026 - 07:59 AM EST Accepted by SEC EDGAR 11/05/2026 - 07:58 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

3D Systems Corporation (DDD) entered a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. to sell its common stock from time to time through an at-the-market program, up to an aggregate offering price of $42,500,000. Cantor Fitzgerald may act as sales agent or principal; sales may use ordinary brokerage transactions, block transactions, or privately negotiated transactions with the company’s consent.

Cantor Fitzgerald’s commission is up to 3.0% of the gross sales price per share sold. 3D Systems is not obligated to sell shares and may suspend solicitation and offers at any time. Either party may terminate the agreement at any time upon ten business days’ written notice. The shares are covered by the company’s shelf registration statement, effective May 27, 2026, and a prospectus supplement filed November 5, 2026.

Filing Explained

The 8-K reports an agreement allowing Cantor Fitzgerald to sell up to $42,500,000 of 3D Systems common stock over time; it does not report completed sales. If shares are sold and issued, the increased share count would reduce existing holders’ percentage ownership, but the agreement sets a dollar ceiling, not a share count.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate offering price: up to $42,500,000 Agent commission: up to 3.0% Termination notice: 10 business days

3 metrics

Aggregate offering price up to $42,500,000 Common stock sales under the Controlled Equity Sales Agreement

Agent commission up to 3.0% Of the gross sales price per share sold

Termination notice 10 business days Written notice by either party to terminate the agreement

Key Terms

at the market offering, aggregate offering price, block transactions

3 terms

at the market offering financial

"through an “at the market offering” program"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

aggregate offering price financial

"having an aggregate offering price of up to $42,500,000"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

block transactions financial

"or as block transactions"

Block transactions are very large buys or sells of a company’s shares executed in a single deal or a small number of deals, often arranged privately or through special trading desks rather than the public order book. They matter to investors because they can move the stock price, change supply and demand suddenly, and signal that a large holder or institution is entering or exiting a position—like a single ship loading or unloading a whole season’s worth of cargo into a harbor.

FAQ

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

How much stock can DDD sell through its at-the-market program?

3D Systems may sell common stock with an aggregate offering price of up to $42,500,000 through the program.

What commission does Cantor Fitzgerald receive for DDD share sales?

Cantor Fitzgerald is entitled to a commission of up to 3.0% of the gross sales price per share sold.

Can DDD suspend or terminate the sales agreement?

3D Systems may suspend solicitation and offers at any time and is not obligated to sell shares. The company or Cantor Fitzgerald may terminate the agreement at any time upon ten business days’ written notice.

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

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3D SYSTEMS CORP false 0000910638 0000910638 2026-11-05 2026-11-05

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2026

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-34220		95-4431352
(State or Other Jurisdiction of Incorporation)		(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:

☐ 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, par value $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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2026, 3D Systems Corporation (the “Company”) entered into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”) to sell shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $42,500,000 (the “Shares”), from time to time, through an “at the market offering” program, under which the Agent will act as sales agent or principal. Sales of the Shares, if any, made under the Sales Agreement may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices or otherwise at prices related to prevailing market prices, or as block transactions, as well as in privately negotiated transactions with the consent of the Company. The Company may also sell Shares to the Agent as principal for its own account at a price agreed upon at the time of sale pursuant to a separate terms agreement.

The Agent will be entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per Share sold. The Company has agreed to provide the Agent with customary indemnification and contribution rights, including for liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company will also reimburse the Agent for certain specified expenses in connection with the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein, including by the Company or the Agent at any time upon ten business days’ written notice as specified in the Sales Agreement.

The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-296180), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026 (the “Registration Statement”), and the base prospectus dated May 27, 2026 included therein. The Company filed a prospectus supplement on November 5, 2026 (the “Prospectus Supplement”) with the SEC in connection with the offer and sale of the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing description of the Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the Sales Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference into the Registration Statement, is the opinion of McGuireWoods LLP relating to the legality of the Shares.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

1.1		Controlled Equity OfferingSM Sales Agreement, dated November 5, 2026, by and between 3D Systems Corporation and Cantor Fitzgerald & Co., as sales agent.
5.1		Opinion of McGuireWoods LLP
23.1		Consent of McGuireWoods LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 5, 2026				By:		/s/ Phyllis Nordstrom
						Phyllis Nordstrom
						Chief Financial Officer and Chief Administrative Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 252.0 KB
• EX-5.1 EX-5.1 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB