6-K 1 tm2628474d2_6k.htm FORM 6-K

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 October 2026

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).

Third Quarter 2026 Results

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

Third Quarter 2026 Financial Results

Total revenue for the third quarter of 2026 increased by 2.1% to 67,670 kEUR from 66,259 kEUR for the third quarter of 2025.

Revenue from our Materialise Medical segment increased 9.7% to 36,542 kEUR for the third quarter of 2026 compared to 33,296 kEUR for the same period in 2025.

Revenue from our Materialise Software segment was 9,864 kEUR for the third quarter of 2026 compared to 10,286 kEUR for the same quarter last year.

Revenue from our Materialise Manufacturing segment was 21,266 kEUR for the third quarter of 2026 compared to 22,677 kEUR for the third quarter of 2025.

Gross profit increased 3.7% to 39,035 kEUR for the third quarter of 2026 compared to 37,651 kEUR for the same period last year. Gross profit as a percentage of revenue was 57.7% compared to 56.8% for the third quarter of 2025.

Research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expenses increased, in the aggregate, by 7.8% to 38,830 kEUR for the third quarter of 2026 from 36,019 kEUR for the third quarter of 2025 mainly driven by 11.9% higher R&D spend.

Net other operating income was 1,137 kEUR compared to 890 kEUR for the third quarter of 2025.

Net operating income in the third quarter of 2026 includes non-recurring charges of 184 kEUR from the impairment of inventory related to the transfer of the Eyewear assets.

Operating profit was 1,343 kEUR for the third quarter of 2026, compared to 2,522 kEUR for the third quarter of 2025.

Net financial result was 160 kEUR for the third quarter of 2026, compared to (121) kEUR for the third quarter of 2025.

The third quarter of 2026 contained net tax expenses of (120) kEUR, compared to net tax expenses of (553) kEUR in the third quarter of 2025.

As a result of the above, net profit for the third quarter of 2026 was 1,383 kEUR, compared to 1,848 kEUR for the same period in 2025.

Cash flow from operating activities for the third quarter of 2026 amounted to 9,666 kEUR compared to 10,359 kEUR for the same period in 2025. Total cash used for capital expenditures for the third quarter of 2026 amounted to 2,146 kEUR and free cash flow after operating and investing activities was 11,419 kEUR.At September 30, 2026, cash and cash equivalents increased to 153,529 kEUR from 133,918 kEUR at December 31, 2025.

Gross debt increased to 71,056 kEUR from 63,113 kEUR at December 31, 2025. As a result, our net cash position increased by 11,668 kEUR to 82,473 kEUR compared to 70,805 kEUR as of December 31, 2025. At the end of the third quarter of 2026 Materialise had repurchased 1,426,784 own shares for a total amount (excluding transaction cost) of 7,482 kEUR (8,698 kUSD) under its previously announced share buy-back program.

Net shareholders' equity at September 30, 2026 increased to 255,809 kEUR compared to 255,482 kEUR at December 31, 2025.

Adjusted EBIT amounted to 2,485 kEUR for the third quarter of 2026 compared to 2,918 kEUR for the 2025 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the third quarter of 2026 was 3.7%, compared to 4.4% for the third quarter of 2025. Adjusted EBITDA for the third quarter of 2026 amounted to 8,046 kEUR compared to 8,428 kEUR for the 2025 period.

Adjusted EBITDA from our Materialise Medical segment amounted to 10,015 kEUR for the third quarter of 2026 compared to 10,199 kEUR for the corresponding period in 2025, while the Adjusted EBITDA margin for the segment (segment Adjusted EBITDA divided by segment revenue) was 27.4% compared to 30.6% for the third quarter of 2025.

Adjusted EBITDA from our Materialise Software segment amounted to 1,463 kEUR for the third quarter of 2026 compared to 1,801 kEUR for the corresponding period in 2025, while the Adjusted EBITDA margin for the segment was 14.8% compared to 17.5% for the prior-year period.

Adjusted EBITDA from our Materialise Manufacturing segment improved to (257) kEUR for the third quarter of 2026 compared to (845) kEUR for the same period in 2025, while the Adjusted EBITDA margin for the segment was (1.2)% compared to (3.7)% for the third quarter of 2025.

Non-IFRS Measures

Materialise uses EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA as supplemental financial measures of its financial performance, including for purposes of monitoring compliance with financial covenants, supporting discussions with financing institutions, and meeting reporting requirements to our banks. 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 expenses related to business combinations or divestiture-related expenses, (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 and segment Adjusted EBITDA margin 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 1.1355, the reference rate of the European Central Bank on September 30, 2026.

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, 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. For additional information, please visit: www.materialise.com.

Consolidated income statements (Unaudited)

for the three months ended
September 30,
for the nine months ended
September 30,
In '000 2026 2026 2025 2026 2025
U.S.$ € € € €
Revenue 76,840 67,670 66,259 204,020 197,469
Cost of Sales (32,515) (28,635) (28,608) (87,314) (85,298)
Gross Profit 44,324 39,035 37,651 116,705 112,171
Gross profit as % of revenue 57.7% 57.7% 56.8% 57.2% 56.8%
Research and development expenses (14,540) (12,805) (11,439) (37,008) (33,973)
Sales and marketing expenses (17,670) (15,561) (14,847) (46,206) (45,386)
General and administrative expenses (11,882) (10,464) (9,733) (30,087) (29,506)
Net other operating income/(expense) 1,292 1,137 890 2,813 2,519
Operating profit (loss) 1,524 1,343 2,522 6,218 5,825
Financial expenses (1,281) (1,128) (582) (2,699) (7,393)
Financial income 1,463 1,289 460 3,494 3,345
Profit (loss) before taxes 1,706 1,503 2,401 7,012 1,777
Income tax benefit/(expense) (136) (120) (553) (478) (266)
Net profit (loss) for the period 1,570 1,383 1,848 6,535 1,510
Net profit (loss) attributable to:
The owners of the parent 1,562 1,376 1,848 6,527 1,512
Non-controlling interest 8 7 - 7 (2)
Earnings per share attributable to owners of the parent
Basic 0.03 0.02 0.03 0.11 0.03
Diluted 0.03 0.02 0.03 0.11 0.03
Weighted average basic shares outstanding 57,839 57,839 59,067 58,334 59,067
Weighted average diluted shares outstanding 58,061 58,061 59,067 58,397 59,071

Consolidated statements of comprehensive income (Unaudited)

for the three months ended
September 30,
for the nine months ended
September 30,
In 000€ 2026 2026 2025 2026 2025
U.S.$ € € € €
Net profit (loss) for the period 1,570 1,383 1,848 6,535 1,510
Other comprehensive income/(loss)
Items that are or may be reclassified subsequently to profit or loss
Exchange difference on translation of foreign operations 16 14 38 270 1,167
Exchange differences resulting from net investment in foreign operations 69 61 - 598 -
Other comprehensive income/(loss), net of taxes 85 75 38 868 1,167
Total comprehensive income/(loss), net of taxes 1,656 1,458 1,885 7,403 2,677
Total comprehensive income/(loss) attributable to:
The owners of the parent 1,649 1,452 1,886 7,401 2,670
Non-controlling interests 7 6 (0) 1 7

Consolidated statement of financial position (Unaudited)

As of
September 30,
As of
December 31,
In 000€ 2026 2025
Assets
Non-current assets
Goodwill 43,230 43,161
Intangible assets 22,217 25,639
Property, plant & equipment 110,301 112,854
Right-of-Use assets 5,688 5,429
Deferred tax assets 4,122 3,971
Investments in convertible loans 410 -
Investments in non-listed equity instruments 8 -
Other non-current assets 10,623 5,983
Total non-current assets 196,599 197,038
Current assets
Inventories 17,418 14,904
Trade receivables 48,783 54,938
Other current assets 13,247 15,533
Cash and cash equivalents 153,529 133,918
Assets held for sale - 4,314
Total current assets 232,977 223,607
Total assets 429,576 420,646
As of
September 30,
As of
December 31,
In 000€ 2026 2025
Equity and liabilities
Equity
Share capital 4,487 4,487
Share premium 203,895 203,895
Treasury shares (7,507) -
Retained earnings and other reserves 55,013 47,180
Equity attributable to the owners of the parent 255,888 255,562
Non-controlling interest (79) (80)
Total equity 255,809 255,482
Non-current liabilities
Loans & borrowings 59,215 49,726
Lease liabilities 3,293 3,063
Deferred tax liabilities 2,343 2,660
Deferred income 15,800 17,344
Other non-current liabilities 483 486
Total non-current liabilities 81,134 73,280
Current liabilities
Loans & borrowings 5,947 7,759
Lease liabilities 2,601 2,565
Trade payables 20,927 20,125
Tax payables 464 748
Deferred income 43,359 43,523
Other current liabilities 19,334 16,362
Liabilities held for sale - 802
Total current liabilities 92,633 91,884
Total equity and liabilities 429,576 420,646

Consolidated statement of cash flows (Unaudited)

for the nine months ended
September 30,
In 000€ 2026 2025
Operating activities
Net (loss) profit for the period 6,535 1,510
Non-cash and operational adjustments
Depreciation of property plant & equipment 12,475 11,317
Amortization of intangible assets 4,920 4,834
Share-based payment expense 475 191
Loss (gain) on disposal of intangible assets and property, plant & equipment (350) (24)
Government grants (354) (209)
Movement in provisions 466 (273)
Movement reserve for bad debt and slow moving inventory 451 194
Financial income (3,493) (3,339)
Financial expense 2,705 7,385
Impact of foreign currencies (65) (137)
(Deferred) income taxes 483 260
Working capital adjustments and income tax (paid)/received
Decrease (increase) in trade receivables and other receivables 4,044 6,197
Decrease (increase) in inventories and contracts in progress (3,059) (1,604)
Increase in trade payables and other payables (1,888) (6,875)
Income tax (paid)/received (786) (1,358)
Interest received 2,170 1,977
Net cash flow from operating activities 24,727 20,045
for the nine months ended
September 30,
In 000€ 2026 2025
Investing activities
Purchase of property, plant & equipment (4,352) (10,372)
Purchase of intangible assets (1,238) (1,477)
Proceeds from the sale of property, plant & equipment & intangible assets 358 231
Cash transferred out upon divestment (488) -
Investments in associates and joint ventures (8) -
(Convertible) loan to third party (459) -
Capital government grants received 4,249 2,678
Net cash flow used in investing activities (1,938) (8,940)
Financing activities
Proceeds from loans & borrowings 15,000 35,000
Repayment of loans & borrowings (7,314) (10,461)
Repayment of leases (2,668) (2,257)
Interest paid (1,568) (1,209)
Other financial income (expense), net (37) (1,515)
Repurchase of treasury shares (7,276) -
Net cash flow from (used in) financing activities (3,862) 19,558
Net increase/(decrease) of cash & cash equivalents 18,926 30,663
Cash & Cash equivalents at the beginning of the year 133,918 102,304
Exchange rate differences on cash & cash equivalents 684 (915)
Cash & cash equivalents at end of the period 153,529 132,052

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

for the three months ended
September 30,
for the nine months ended
September 30,
In 000€ 2026 2025 2026 2025
Net profit (loss) for the period 1,383 1,848 6,535 1,510
Income taxes 120 553 478 266
Financial expenses 1,128 582 2,699 7,393
Financial income (1,289) (460) (3,494) (3,345)
Depreciation and amortization 5,561 5,509 16,852 16,240
EBITDA 6,904 8,031 23,070 22,065
Share-based compensation expense (1) 360 74 475 191
Restructuring and corporate initiatives (2) 577 322 1,012 605
Impairments (3) 184 - 940 -
Divestitures-related expenses (4) 22 - 191 -
Adjusted EBITDA 8,046 8,428 25,688 22,862

(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.

(3) Impairments represent the impairment of tangible and intangible assets and inventory of RapidFit NV and Eyewear resulting from the transfer of the assets to their respective management teams.

(4) Divestitures-related expenses represent fees and costs in connection with the divestitures of RapidFit and Eyewear.

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

for the three months ended
September 30,
for the nine months ended
September 30,
In 000€ 2026 2025 2026 2025
Net profit (loss) for the period 1,383 1,848 6,535 1,510
Income taxes 120 553 478 266
Financial expenses 1,128 582 2,699 7,393
Financial income (1,289) (460) (3,494) (3,345)
EBIT 1,343 2,522 6,218 5,825
Share-based compensation expense (1) 360 74 475 191
Restructuring and corporate initiatives (2) 577 322 1,012 605
Impairments (3) 184 - 940 -
Divestitures-related expenses (4) 22 - 191 -
Adjusted EBIT 2,485 2,918 8,836 6,621

(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.

(3) Impairments represent the impairment of tangible and intangible assets and inventory of RapidFit NV and Eyewear resulting from the transfer of the assets to their respective management teams.

(4) Divestitures-related expenses represent fees and costs in connection with the divestitures of RapidFit and Eyewear.

Segment P&L (Unaudited)

In 000€ Materialise
Medical
Materialise
Software
Materialise
Manufacturing
Total
segments
Unallocated
(1)
Consolidated
For the three months ended September 30, 2026
Revenues 36,542 9,864 21,266 67,672 (2) 67,670
Segment (adj) EBITDA 10,015 1,463 (257) 11,220 (3,174) 8,046
Segment (adj) EBITDA % 27.4% 14.8% -1.2% 16.6% 11.9%
For the three months ended September 30, 2025
Revenues 33,296 10,286 22,677 66,259 0 66,259
Segment (adj) EBITDA 10,199 1,801 (845) 11,155 (2,728) 8,428
Segment (adj) EBITDA % 30.6% 17.5% -3.7% 16.8% 12.7%
In 000€ Materialise
Medical
Materialise
Software
Materialise
Manufacturing
Total
segments
Unallocated
(1)
Consolidated
For the nine months ended September 30, 2026
Revenues 106,581 29,106 68,333 204,020 0 204,020
Segment (adj) EBITDA 30,802 3,566 (262) 34,106 (8,419) 25,688
Segment (adj) EBITDA % 28.9% 12.3% -0.4% 16.7% 12.6%
For the nine months ended September 30, 2025
Revenues 97,224 29,933 70,313 197,469 0 197,469
Segment (adj) EBITDA 29,974 3,772 (2,031) 31,716 (8,854) 22,862
Segment (adj) EBITDA % 30.8% 12.6% -2.9% 16.1% 11.6%

(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 expenses related to business combinations or divestiture-related expenses, 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
September 30,
for the nine months ended
September 30,
In 000€ 2026 2025 2026 2025
Net profit (loss) for the period 1,383 1,848 6,535 1,510
Income taxes 120 553 478 266
Financial expenses 1,128 582 2,699 7,393
Financial income (1,289) (460) (3,494) (3,345)
Operating (loss) profit 1,343 2,522 6,218 5,825
Depreciation and amortization 5,561 5,509 16,852 16,240
Corporate research and development 1,127 826 2,941 2,926
Corporate headquarter costs 3,753 2,761 9,969 8,512
Other operating income (expense) (966) (685) (3,091) (2,187)
Impairments (1) 184 - 940 -
Segment restructuring and reorganization (2) 219 222 278 400
Segment adjusted EBITDA 11,220 11,155 34,106 31,716

(1) Impairments represent the impairment of tangible and intangible assets and inventory of RapidFit NV and Eyewear resulting from the transfer of the assets to their respective management teams.

(2) Costs related to restructuring activities and organizational changes within specific reported business segments, including personnel-related and other associated expenses.

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: October 29, 2026