[6-K] Materialise NV Current Report (Foreign Issuer)

Rhea-AI Filing Summary

MTLS Q2-25 6-K highlights: Revenue €64.8 m, -5.8 % YoY; Medical +16.7 %, Software -12.1 %, Manufacturing -24.9 %. Gross profit €37.8 m, margin 58.3 % (+130 bps). Operating profit €2.7 m vs €3.8 m; net profit €0.2 m (EPS €0.00) vs €3.9 m, hurt by €3.1 m FX loss.

Adjusted EBIT €3.1 m (-21 %), margin 4.7 % (-90 bps). Adjusted EBITDA €8.3 m (-10 %), margin 12.8 %. Medical remains growth engine: adj EBITDA €10.7 m, margin 32.7 % (+360 bps). Manufacturing swung to a €0.8 m loss; Software flat.

Opex trimmed 0.8 % YoY; Q2 operating cash flow swung to –€0.03 m from €8.4 m. Cash & equivalents rose to €116.7 m; gross debt €53.7 m (vs €41.3 m), leaving net cash €63.0 m (+€2.0 m). Equity stable at €249.5 m.

No guidance provided. Strong Medical momentum and liquidity are offset by revenue contraction, FX headwinds and Manufacturing weakness.

Positive

• Medical segment revenue up 16.7 % YoY with adjusted EBITDA margin expanding to 32.7 %.
• Gross margin improved 130 bps to 58.3 % despite lower volumes.
• Net cash position €63.0 m and cash balance €116.7 m strengthen liquidity.

Negative

• Total revenue fell 5.8 % YoY, driven by a 24.9 % drop in Manufacturing sales.
• Net profit plunged 95 % to €0.2 m on FX losses and weaker operating leverage.
• Manufacturing segment posted negative adjusted EBITDA of €0.8 m, margin -3.6 %.
• Operating cash flow turned negative (-€0.03 m) versus €8.4 m last year.
• Gross debt rose 30 % to €53.7 m, increasing leverage.

Insights

Financial Analyst

TL;DR: Revenue declines and FX losses erased profit gains; Medical strength helps margins but Manufacturing drags. Cash solid, yet overall result tilts bearish.

Total sales contracted 5.8 %, driving a 21 % drop in adjusted EBIT and a 95 % collapse in net income. The swing from €1.0 m FX gain to €3.1 m loss was the largest earnings swing. Manufacturing’s negative EBITDA highlights demand softness and under-utilisation risk. Operating cash flow turning negative despite margin expansion suggests limited near-term self-funded growth. Liquidity remains ample with €63 m net cash, but rising gross debt and slimmer cash generation could limit optionality. Overall impact: modestly negative for valuation.

Additive Manufacturing Specialist

TL;DR: Medical outperformance underscores strategic focus; Manufacturing weakness exposes cyclical exposure and competitive pressure.

Materialise’s pivot toward high-margin, regulated Medical work is paying off—segment revenue grew 17 % and EBITDA margin reached 33 %. Software held up due to cost control. However, Manufacturing’s 25 % revenue fall and negative margin reveal aggressive pricing and macro-driven order delays. Sustained Medical growth could defend overall profitability, but balanced execution is required to avoid over-dependence on a single segment. Industry takeaway: portfolio mix, not volumes, is driving resilience.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-36515

Materialise NV

Technologielaan 15

3001 Leuven

Belgium

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

This Form 6-K is incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-213649).

Second Quarter 2025 Financial Results

Except as otherwise required by the context, references to “Materialise,” “Company,” “we,” “us” and “our” are to Materialise NV and its subsidiaries.

Second Quarter 2025 Results

Total revenue for the second quarter of 2025 decreased 5.8% to 64,831 kEUR from 68,797 kEUR for the second quarter of 2024.

Revenue from our Materialise Medical segment increased 16.7% to 32,850 kEUR for the second quarter of 2025 compared to 28,141 kEUR for the same period in 2024.

Revenue from our Materialise Software segment decreased 12.1% to 9,872 kEUR for the second quarter of 2025 from 11,226 kEUR for the same quarter last year.

Revenue from our Materialise Manufacturing segment decreased 24.9% to 22,109 kEUR for the second quarter of 2025 from 29,429 kEUR for the second quarter of 2024.

Gross profit was 37,778 kEUR for the second quarter of 2025 compared to 39,227 kEUR for the same period last year, while gross profit as a percentage of revenue increased to 58.3% compared to 57.0% for the second quarter of 2024.

Research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expenses decreased, in the aggregate, by 0.8% to 36,334 kEUR for the second quarter of 2025 from 36,631 kEUR for the second quarter of 2024.

Net other operating income was 1,286 kEUR compared to 1,205 kEUR for the second quarter of 2024.

Operating result amounted to 2,730 kEUR compared to 3,801 kEUR for the second quarter of 2024.

Net financial result was (3,052) kEUR compared to 1,033 kEUR for the second quarter of 2024, reflecting highly unfavorable effects from unrealized exchange rate fluctuations.

The second quarter of 2025 contained income tax benefits of 521 kEUR, compared to income tax expenses of (959) kEUR in the second quarter of 2024.

As a result of the above, net profit for the second quarter of 2025 was 199 kEUR, compared to 3,875 kEUR for the same period in 2024. Total comprehensive income for the second quarter of 2025, which includes exchange differences on translation of foreign operations, was 823 kEUR compared to 3,093 kEUR for the corresponding 2024 period.

At June 30, 2025, we report 116,712 kEUR cash and cash equivalents on our balance sheet compared to 102,304 kEUR at December 31, 2024. Gross debt amounted to 53,667 kEUR, compared to 41,284 kEUR at December 31, 2024. As a result, our reported net cash position was 63,045 kEUR, an increase of 2,025 kEUR compared to December 31, 2024.

Cash flow from operating activities for the second quarter of 2025 was (27) kEUR compared to 8,400 kEUR for the same period in 2024. Total cash out from capital expenditures for the second quarter of 2025 amounted to 4,729 kEUR.

Net shareholders’ equity at June 30, 2025 was 249,488 kEUR compared to 248,578 kEUR at December 31, 2024.

Adjusted EBIT was 3,058 kEUR for the second quarter of 2025 compared to 3,872 kEUR for the 2024 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the second quarter of 2025 was 4.7%, compared to 5.6% for the second quarter of 2024. Adjusted EBITDA for the second quarter of 2025 was 8,288 kEUR compared to 9,188 kEUR for the 2024 period.

Adjusted EBITDA from our Materialise Medical segment amounted to 10,728 kEUR for the second quarter of 2025 compared to 8,199 kEUR, while the segment Adjusted EBITDA margin (segment Adjusted EBITDA divided by segment revenue) was 32.7% compared to 29.1% for the second quarter of 2024.

Adjusted EBITDA from our Materialise Software segment remained stable at 1,373 kEUR from 1,374 kEUR, while the segment Adjusted EBITDA margin was 13.9% compared to 12.2% for the corresponding prior-year period, reflecting the impact of strict cost control.

Adjusted EBITDA from our Materialise Manufacturing segment amounted to (807) kEUR compared to 2,416 kEUR for the same period in 2024, while the segment Adjusted EBITDA margin was (3.6)% compared to 8.2% for the second quarter of 2024.

Non-IFRS Measures

Materialise uses EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA as supplemental financial measures of its financial performance. EBIT is calculated as net profit plus income taxes, financial expenses (less financial income) and shares of profit or loss in a joint venture. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of profit or loss in a joint venture and depreciation and amortization. Adjusted EBIT and Adjusted EBITDA are determined by adding to EBIT and EBITDA, respectively (i) share-based compensation expenses, (ii) acquisition or divestiture-related expenses of business combinations, (iii) impairments and revaluation of fair value due to business combinations and (iv) costs incurred in relation to corporate initiatives, restructurings or reorganizations that are of a non-recurring nature. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of financing decisions and, in the case of EBITDA and Adjusted EBITDA, long term investment, rather than the performance of the company’s day-to-day operations. The company also uses segment Adjusted EBITDA to evaluate the performance of its three business segments. As compared to net profit, these measures are limited in that they do not reflect the cash requirements necessary to service interest or principal payments on the company’s indebtedness and, in the case of EBITDA and Adjusted EBITDA, these measures are further limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business, or the changes associated with impairments. Management evaluates such items through other financial measures such as financial expenses, capital expenditures and cash flow provided by operating activities. The company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The company’s calculation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The company’s presentation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.

Exchange Rate

This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD 1.1720, the reference rate of the European Central Bank on June 30, 2025.

About Materialise

Materialise NV incorporates more than three decades of 3D printing experience into a range of software solutions and 3D printing services that empower sustainable 3D printing applications. Our open, secure, and innovative end-to-end solutions enable flexible industrial manufacturing and mass personalization in various industries — including healthcare, automotive, aerospace, eyewear, art and design, wearables, and consumer goods. Headquartered in Belgium and with branches worldwide, Materialise NV combines the largest group of software developers in the industry with one of the world's largest and most complete 3D printing facilities.

Consolidated income statements (Unaudited)

		for the three months ended June 30,												for the six months ended June 30,
In '000		2025				2025				2024				2025				2024
		U.S.$				€				€				€				€
Revenue			75,982				64,831				68,797				131,210				132,434
Cost of Sales			(31,707	)			(27,053	)			(29,570	)			(56,708	)			(57,270	)
Gross Profit			44,276				37,778				39,227				74,502				75,164
Gross profit as % of revenue			58.3	%			58.3	%			57.0	%			56.8	%			56.8	%
Research and development expenses			(13,032	)			(11,120	)			(11,090	)			(22,534	)			(21,322	)
Sales and marketing expenses			(18,132	)			(15,471	)			(15,636	)			(30,542	)			(30,234	)
General and administrative expenses			(11,420	)			(9,744	)			(9,905	)			(19,769	)			(19,214	)
Net other operating income (expenses)			1,508				1,286				1,205				1,646				1,994
Operating (loss) profit			3,200				2,730				3,801				3,303				6,387
Financial expenses			(4,733	)			(4,039	)			(1,441	)			(6,811	)			(2,239	)
Financial income			1,157				987				2,474				2,884				4,783
(Loss) profit before taxes			(376	)			(322	)			4,834				(624	)			8,930
Income Taxes			610				521				(959	)			287				(1,469	)
Net (loss) profit for the period			234				199				3,875				(337	)			7,461
Net (loss) profit attributable to:
The owners of the parent			233				199				3,882				(336	)			7,474
Non-controlling interest			-				-				(7	)			(2	)			(13	)
Earning per share attributable to owners of the parent
Basic			0.00				0.00				0.07				(0.01	)			0.13
Diluted			0.00				0.00				0.07				(0.01	)			0.13
Weighted average basic shares outstanding			59,067				59,067				59,067				59,067				59,067
Weighted average diluted shares outstanding			59,067				59,067				59,067				59,067				59,077

Consolidated statements of comprehensive income (Unaudited)

		for the three months ended June 30,												for the six months ended June 30,
In 000€		2025				2025				2024				2025				2024
		U.S.$				€				€				€				€
Net profit (loss) for the period			234				199				3,875				(337	)			7,461
Other comprehensive income
Recycling
Exchange difference on translation of foreign operations			731				624				(783	)			1,129				(1,056	)
Non-recycling
Fair value adjustments through OCI - Equity instruments			-				-				-				-				-
Other comprehensive income (loss), net of taxes			731				624				(783	)			1,129				(1,056	)
Total comprehensive income (loss) for the year, net of taxes			964				823				3,093				792				6,406
Total comprehensive income (loss) attributable to:
The owners of the parent			958				817				3,100				785				6,419
Non-controlling interests			6				6				(7	)			7				(14	)

Consolidated statement of financial position (Unaudited)

		As of June 30,				As of December 31,
In 000€		2025				2024
Assets
Non-current assets
Goodwill			43,249				43,391
Intangible assets			27,751				29,973
Property, plant & equipment			111,225				111,331
Right-of-Use assets			6,920				7,719
Deferred tax assets			3,761				3,523
Investments in convertible loans			4,118				3,994
Other non-current assets			5,707				5,893
Total non-current assets			202,729				205,823
Current assets
Inventories			14,678				16,992
Trade receivables			49,564				53,052
Other current assets			16,197				18,166
Cash and cash equivalents			116,712				102,304
Assets held for sale			4,504				-
Total current assets			201,656				190,513
Total assets			404,385				396,336

		As of June 30,				As of December 31,
In 000€		2025				2024
Equity and liabilities
Equity
Share capital			4,487				4,487
Share premium			233,895				233,895
Retained earnings and other reserves			11,106				10,196
Equity attributable to the owners of the parent			249,488				248,578
Non-controlling interest			(78	)			(86	)
Total equity			249,410				248,492
Non-current liabilities
Loans & borrowings			38,388				23,175
Lease liabilities			4,641				5,112
Deferred tax liabilities			2,923				3,202
Deferred income			15,343				13,268
Other non-current liabilities			326				910
Total non-current liabilities			61,621				45,666
Current liabilities
Loans & borrowings			8,151				10,383
Lease liabilities			2,487				2,614
Trade payables			20,091				23,348
Tax payables			560				1,432
Deferred income			45,070				45,998
Other current liabilities			16,049				18,403
Liabilities held for sale			944				-
Total current liabilities			93,354				102,178
Total equity and liabilities			404,385				396,336

Consolidated statement of cash flows (Unaudited)

		for the six months ended June 30,
In 000€		2025				2024
Operating activities
Net (loss) profit for the period			(337	)			7,461
Non-cash and operational adjustments			14,087				10,203
Depreciation of property plant & equipment			7,448				7,539
Amortization of intangible assets			3,210				3,204
Share-based payment expense			117				142
Loss (gain) on disposal of intangible assets and property, plant & equipment			(21	)			(77	)
Government grants			(101	)			-
Movement in provisions			(366	)			191
Movement reserve for bad debt and slow moving inventory			271				272
Financial income			(2,876	)			(4,762	)
Financial expense			6,770				2,241
Impact of foreign currencies			(70	)			(10	)
(Deferred) income taxes			(295	)			1,462
Working capital adjustments			(4,684	)			(574	)
Decrease (increase) in trade receivables and other receivables			2,093				3,134
Decrease (increase) in inventories and contracts in progress			(500	)			(1,029	)
Increase (decrease) in deferred revenue			(264	)			(1,768	)
Increase (decrease) in trade payables and other payables			(6,014	)			(911	)
Income tax paid & Interest received			620				1,280
Net cash flow from operating activities			9,686				18,370

		for the six months ended June 30,
In 000€		2025				2024
Investing activities
Purchase of property, plant & equipment			(5,617	)			(10,475	)
Purchase of intangible assets			(944	)			(814	)
Proceeds from the sale of property, plant & equipment & intangible assets (net)			233				185
Capital government grants received			2,640				-
Net cash flow used in investing activities			(3,688	)			(11,104	)
Financing activities
Proceeds from loans & borrowings			20,000				-
Repayment of loans & borrowings			(6,860	)			(6,841	)
Repayment of leases			(1,544	)			(1,517	)
Capital increase			-				-
Interest paid			(621	)			(800	)
Other financial income (expense)			(1,300	)			169
Net cash flow from (used in) financing activities			9,676				(8,989	)
Net increase/(decrease) of cash & cash equivalents			15,673				(1,723	)
Cash & Cash equivalents at the beginning of the year			102,304				127,573
Exchange rate differences on cash & cash equivalents			(913	)			(358	)
Cash & cash equivalents at end of the period			117,064				125,492

Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)

		for the three months ended June 30,								for the six months ended June 30,
In 000€		2025				2024				2025				2024
Net profit (loss) for the period			199				3,875				(337	)			7,461
Income taxes			(521	)			959				(287	)			1,469
Financial expenses			4,039				1,441				6,811				2,239
Financial income			(987	)			(2,474	)			(2,884	)			(4,783	)
Depreciation and amortization			5,230				5,316				10,731				10,754
EBITDA			7,960				9,117				14,034				17,141
Share-based compensation expense (1)			45				71				117				142
Restructuring and corporate initiatives (2)			283				-				283				-
Adjusted EBITDA			8,288				9,188				14,434				17,283

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.

(2) Non-recurring costs related to corporate initiatives, restructurings or reorganizations

Reconciliation of Net Profit (Loss) to EBIT and Adjusted EBIT (Unaudited)

		for the three months ended June 30,								for the six months ended June 30,
In 000€		2025				2024				2025				2024
Net profit (loss) for the period			199				3,875				(337	)			7,461
Income taxes			(521	)			959				(287	)			1,469
Financial expenses			4,039				1,441				6,811				2,239
Financial income			(987	)			(2,474	)			(2,884	)			(4,783	)
EBIT			2,730				3,801				3,303				6,387
Share-based compensation expense (1)			45				71				117				142
Restructuring and corporate initiatives (2)			283				-				283				-
Adjusted EBIT			3,058				3,872				3,703				6,529

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.

(2) Non-recurring costs related to corporate initiatives, restructurings or reorganizations

Segment P&L (Unaudited)

In 000€		Materialise Medical			Materialise Software			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
For the three months ended June 30, 2025
Revenues		32,850			9,872			22,109			64,831			(0	)		64,831
Segment (adj) EBITDA		10,728			1,373			(807	)		11,294			(3,005	)		8,288
Segment (adj) EBITDA %		32.7	%		13.9	%		-3.6	%		17.4	%					12.8	%
For the three months ended June 30, 2024
Revenues		28,141			11,226			29,429			68,797			0			68,797
Segment (adj) EBITDA		8,199			1,374			2,416			11,990			(2,802	)		9,188
Segment (adj) EBITDA %		29.1	%		12.2	%		8.2	%		17.4	%					13.4	%

In 000€		Materialise Medical			Materialise Software			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
For the six months ended June 30, 2025
Revenues		63,928			19,647			47,635			131,210			(0	)		131,210
Segment (adj) EBITDA		19,775			1,971			(1,185	)		20,561			(6,127	)		14,434
Segment (adj) EBITDA %		30.9	%		10.0	%		-2.5	%		15.7	%					11.0	%
For the six months ended June 30, 2024
Revenues		54,324			21,665			56,445			132,434			0			132,434
Segment (adj) EBITDA		16,120			2,464			3,947			22,531			(5,248	)		17,283
Segment (adj) EBITDA %		29.7	%		11.4	%		7.0	%		17.0	%					13.1	%

(1)  Unallocated segment adjusted EBITDA consists of corporate research and development and corporate other operating income (expense), and the added share-based compensation expenses, acquisition or divestiture-related expenses of business combinations, impairments and revaluation of fair value of business combinations and non-recurring costs related to corporate initiatives, restructurings and reorganizations that are included in Adjusted EBITDA and that are not allocated to the reporting segments.

Reconciliation of Net Profit (Loss) to Segment adjusted EBITDA (Unaudited)

		for the three months ended June 30,								for the six months ended June 30,
In 000€		2025				2024				2025				2024
Net profit (loss) for the period			199				3,875				(337	)			7,461
Income taxes			(521	)			959				(287	)			1,469
Financial cost			4,039				1,441				6,811				2,239
Financial income			(987	)			(2,474	)			(2,884	)			(4,783	)
Operating (loss) profit			2,730				3,801				3,303				6,387
Depreciation and amortization			5,230				5,316				10,731				10,754
Corporate research and development			1,070				955				2,100				1,763
Corporate headquarter costs			2,895				2,601				5,747				5,083
Other operating income (expense)			(810	)			(682	)			(1,498	)			(1,456	)
Segment restructuring and reorganization			178				-				178				-
Segment adjusted EBITDA			11,294				11,990				20,561				22,531

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, thereunto duly authorized.

	MATERIALISE NV
	By:	/s/ Brigitte de Vet-Veithen
	Name:	Brigitte de Vet-Veithen
		De Vet Management BV
	Title:	Chief Executive Officer

Date: July 24, 2025

FAQ

What was Materialise (MTLS) Q2 2025 revenue and year-over-year change?

Revenue was €64.8 m, down 5.8 % YoY from €68.8 m.

How did each segment perform in Q2 2025?

Medical +16.7 % to €32.9 m; Software -12.1 % to €9.9 m; Manufacturing -24.9 % to €22.1 m.

Why did net profit decline sharply?

A €3.1 m negative FX swing and lower operating leverage cut net profit to €0.2 m from €3.9 m.

What is Materialise’s cash and net cash position?

Cash & equivalents were €116.7 m; after €53.7 m gross debt, net cash stood at €63.0 m.

Did gross margin improve despite lower sales?

Yes, gross margin rose 130 bps to 58.3 % thanks to favorable mix and cost control.

How did operating cash flow trend in Q2 2025?

Operating cash flow swung to -€0.03 m from €8.4 m in Q2 2024.