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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 3, 2025
Proto Labs, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota |
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001-35435 |
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41-1939628 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification Number) |
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5540 Pioneer Creek Drive
Maple Plain, Minnesota |
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55359 |
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| Registrant’s telephone number, including area code: |
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(763) 479-3680 |
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
PRLB |
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 3, 2025 (the “Notice
Date”), Proto Labs, Inc. (the “Company”) announced that Oleg Ryaboy, Chief Technology Officer, will depart the Company
and cease to be an employee, effective November 2, 2025. As of the Notice Date, Mr. Ryaboy is no longer the Company’s Chief Technology
Officer or an executive officer of the Company. Marc Kermisch has been appointed to serve as the Company’s new Chief Technology
& AI Officer, effective October 13, 2025.
Upon
his departure, Mr. Ryaboy will be entitled to receive the severance benefits described in Section 5(A) of the Company's Form of Executive Severance Agreement filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 6, 2022.
| Item 7.01. |
Regulation FD Disclosure. |
On the Notice Date, the Company
issued a press release announcing the leadership transition described in Item 5.02 above. A copy of the press release is attached hereto
as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liability of
that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.
| Item 9.01. | Financial
Statements and Exhibits. |
| Exhibit No. |
Description |
| 99.1 |
Press release, dated October 3, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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PROTO LABS, INC. |
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| Date: October 3, 2025 |
/s/ Daniel Schumacher |
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Daniel Schumacher |
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Chief Financial Officer |
