6-K
MATERIALISE NV (MTLS)
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 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).
Third 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*.*
Third Quarter 2025 Results
Total revenue for the third quarter of 2025 decreased 3.5% to 66,259 kEUR from 68,652 kEUR for the third quarter of 2024.
Revenue from our Materialise Medical segment increased 10.3% to 33,296 kEUR for the third quarter of 2025 compared to 30,197 kEUR for the same period in 2024.
Revenue from our Materialise Software segment decreased 7.4% to 10,286 kEUR for the third quarter of 2025 compared to 11,111 kEUR for the same quarter last year.
Revenue from our Materialise Manufacturing segment decreased 17.1% to 22,677 kEUR for the third quarter of 2025 compared to 27,344 kEUR for the third quarter of 2024.
Gross profit was 37,651 kEUR for the third quarter of 2025 compared to 39,297 kEUR for the same period last year, while gross profit as a percentage of revenue was 56.8% compared to 57.2% for the third quarter of 2024.
While Research and development (“R&D”) expenses increased by 4.2%, mainly reflecting higher investments in our Materialise Medical segment, overall operational expenses, also including sales and marketing (“S&M”) and general and administrative (“G&A”) expenses, increased in aggregate only slightly by 0.5% to 36,019 kEUR for the third quarter of 2025 compared to the third quarter of 2024.
Net other operating income amounted to 890 kEUR compared to 872 kEUR for the third quarter of 2024.
The operating result amounted to 2,522 kEUR compared to 4,313 kEUR for the third quarter of 2024.
Net financial result was (121) kEUR compared to (1,137) kEUR for the third quarter of 2024.
The third quarter of 2025 contained income tax results of (553) kEUR compared to (138) kEUR in the third quarter of 2024.
As a result of the above, net profit for the third quarter of 2025 was 1,848 kEUR compared to 3,038 kEUR for the same period in 2024. Total comprehensive income for the third quarter of 2025, which includes exchange differences on translation of foreign operations, was 1,885 kEUR compared to 3,777 kEUR for the corresponding 2024 period.
At September 30, 2025, we reported 132,022 kEUR cash and cash equivalents on our balance sheet compared to 102,304 kEUR at December 31, 2024. Gross debt amounted to 64,278 kEUR compared to 41,284 kEUR at December 31, 2024. As a result, our net cash position (cash and cash equivalents less gross debt) was 67,744 kEUR, an increase of 6,724 KEUR compared to December 31, 2024.
Cash flow from operating activities for the third quarter of the year 2025 was 10,359 kEUR, compared to 6,870 kEUR for the same period in 2024. Total capital expenditures for the third quarter of 2025 amounted to 5,288 kEUR.
Net shareholders’ equity at September 30, 2025 increased to 251,448 kEUR compared to 248,578 kEUR at December 31, 2024.
Adjusted EBIT was 2,918 kEUR for the third quarter of 2025 compared to 4,408 kEUR for the 2024 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the third quarter of 2025 was 4.4%, compared to 6.4% for the third quarter of 2024. Adjusted EBITDA amounted to 8,428 kEUR for the third quarter of 2025 compared to 9,895 kEUR for the 2024 period.
Adjusted EBITDA from our Materialise Medical segment amounted to 10,199 kEUR for the third quarter of 2025 compared to 9,895 kEUR, while the segment Adjusted EBITDA margin (segment Adjusted EBITDA divided by segment revenue) was 30.6% compared to 32.8% for the third quarter of 2024.
Adjusted EBITDA from our Materialise Software segment amounted to 1,801 kEUR compared to 1,975 kEUR, while the segment Adjusted EBITDA margin was 17.5% compared to 17.8% for the corresponding prior-year period.
Adjusted EBITDA from our Materialise Manufacturing segment amounted to (845) kEUR compared to 701 kEUR for last year’s same period, while the segment Adjusted EBITDA margin was (3.7)% compared to 2.6% for the third 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 1.1741, the reference rate of the European Central Bank on September 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 September 30, | for the nine months<br> ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In '000 | 2025 | 2025 | 2024 | 2025 | 2024 | |||||
| U.S. | ||||||||||
| Revenue | ||||||||||
| Cost of Sales | ) | ) | ) | ) | ) | |||||
| Gross Profit | ||||||||||
| Gross profit as % of revenue | % | % | % | % | % | |||||
| Research and development expenses | ) | ) | ) | ) | ) | |||||
| Sales and marketing expenses | ) | ) | ) | ) | ) | |||||
| General and administrative expenses | ) | ) | ) | ) | ) | |||||
| Net other operating income (expenses) | ||||||||||
| Operating (loss) profit | ||||||||||
| Financial expenses | ) | ) | ) | ) | ) | |||||
| Financial income | ||||||||||
| (Loss) profit before taxes | ||||||||||
| Income Taxes | ) | ) | ) | ) | ) | |||||
| Net (loss) profit for the period | ||||||||||
| Net (loss) profit attributable to: | ||||||||||
| The owners of the parent | ||||||||||
| Non-controlling interest | ) | ) | ) | |||||||
| Earning per share attributable to owners of the parent | ||||||||||
| Basic | ||||||||||
| Diluted | ||||||||||
| Weighted average basic shares outstanding | ||||||||||
| Weighted average diluted shares outstanding |
All values are in US Dollars.
Consolidated statements of comprehensive income (Unaudited)
| for the three months ended<br><br>September 30, | for the nine months ended September 30, | ||||
|---|---|---|---|---|---|
| In 000€ | 2025 | 2025 | 2024 | 2025 | 2024 |
| U.S.$ | € | € | € | € | |
| Net profit (loss) for the period | 2,170 | 1,848 | 3,038 | 1,510 | 10,500 |
| Other comprehensive income | |||||
| Recycling | |||||
| Exchange difference on translation of foreign operations | 44 | 38 | 739 | 1,167 | (317) |
| Other comprehensive income (loss), net of taxes | 44 | 38 | 739 | 1,167 | (317) |
| Total comprehensive income (loss) for the year, net of taxes | 2,213 | 1,885 | 3,777 | 2,677 | 10,183 |
| Total comprehensive income (loss) attributable to: | |||||
| The owners of the parent | 2,214 | 1,886 | 3,785 | 2,670 | 10,204 |
| Non-controlling interests | (0) | (0) | (7) | 7 | (22) |
Consolidated statement of financial position (Unaudited)
| As of<br> September 30, | As of<br> December 31, | |||
|---|---|---|---|---|
| In 000€ | 2025 | 2024 | ||
| Assets | ||||
| Non-current assets | ||||
| Goodwill | 43,148 | 43,391 | ||
| Intangible assets | 26,651 | 29,973 | ||
| Property, plant & equipment | 111,831 | 111,331 | ||
| Right-of-Use assets | 6,073 | 7,719 | ||
| Deferred tax assets | 3,423 | 3,523 | ||
| Investments in convertible loans | 4,179 | 3,994 | ||
| Other non-current assets | 5,663 | 5,893 | ||
| Total non-current assets | 200,968 | 205,823 | ||
| Current assets | ||||
| Inventories | 15,678 | 16,992 | ||
| Trade receivables | 44,894 | 53,052 | ||
| Other current assets | 17,569 | 18,166 | ||
| Cash and cash equivalents | 132,022 | 102,304 | ||
| Assets held for sale | 4,383 | - | ||
| Total current assets | 214,545 | 190,513 | ||
| Total assets | 415,513 | 396,336 |
| As of<br> September 30, | As of<br> 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 | 13,066 | 10,196 | ||||
| Equity attributable to the owners of the parent | 251,448 | 248,578 | ||||
| Non-controlling interest | (79 | ) | (86 | ) | ||
| Total equity | 251,369 | 248,492 | ||||
| Non-current liabilities | ||||||
| Loans & borrowings | 50,029 | 23,175 | ||||
| Lease liabilities | 3,522 | 5,112 | ||||
| Deferred tax liabilities | 2,826 | 3,202 | ||||
| Deferred income | 16,749 | 13,268 | ||||
| Other non-current liabilities | 421 | 910 | ||||
| Total non-current liabilities | 73,547 | 45,666 | ||||
| Current liabilities | ||||||
| Loans & borrowings | 7,909 | 10,383 | ||||
| Lease liabilities | 2,818 | 2,614 | ||||
| Trade payables | 18,858 | 23,348 | ||||
| Tax payables | 388 | 1,432 | ||||
| Deferred income | 41,592 | 45,998 | ||||
| Other current liabilities | 18,195 | 18,403 | ||||
| Liabilities held for sale | 838 | - | ||||
| Total current liabilities | 90,598 | 102,178 | ||||
| Total equity and liabilities | 415,513 | 396,336 |
Consolidated statement of cash flows (Unaudited)
| for the nine months ended<br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| In 000€ | 2025 | 2024 | ||||
| Operating activities | ||||||
| Net (loss) profit for the period | 1,510 | 10,500 | ||||
| Non-cash and operational adjustments | 20,198 | 16,964 | ||||
| Depreciation of property plant & equipment | 11,317 | 11,370 | ||||
| Amortization of intangible assets | 4,834 | 4,838 | ||||
| Share-based payment expense | 191 | 213 | ||||
| Loss (gain) on disposal of intangible assets and property, plant & equipment | (24 | ) | (114 | ) | ||
| Government grants | (209 | ) | - | |||
| Movement in provisions | (273 | ) | 311 | |||
| Movement reserve for bad debt and slow moving inventory | 194 | 202 | ||||
| Financial income | (3,339 | ) | (5,492 | ) | ||
| Financial expense | 7,385 | 4,066 | ||||
| Impact of foreign currencies | (137 | ) | (15 | ) | ||
| (Deferred) income taxes | 260 | 1,584 | ||||
| Working capital adjustments | (2,282 | ) | (3,860 | ) | ||
| Decrease (increase) in trade receivables and other receivables | 6,197 | 1,666 | ||||
| Decrease (increase) in inventories and contracts in progress | (1,604 | ) | (672 | ) | ||
| Increase (decrease) in deferred revenue | (2,661 | ) | (4,284 | ) | ||
| Increase (decrease) in trade payables and other payables | (4,214 | ) | (569 | ) | ||
| Income tax paid | (1,358 | ) | (1,626 | ) | ||
| Interest received | 1,977 | 3,262 | ||||
| Net cash flow from operating activities | 20,045 | 25,239 |
| for the nine months ended<br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| In 000€ | 2025 | 2024 | ||||
| Investing activities | ||||||
| Purchase of property, plant & equipment | (10,372 | ) | (17,305 | ) | ||
| Purchase of intangible assets | (1,477 | ) | (1,312 | ) | ||
| Proceeds from the sale of property, plant & equipment & intangible assets (net) | 231 | 232 | ||||
| Acquisition of subsidiary (net of cash) | - | (2,670 | ) | |||
| Capital government grants received | 2,678 | - | ||||
| Net cash flow used in investing activities | (8,940 | ) | (21,055 | ) | ||
| Financing activities | ||||||
| Proceeds from loans & borrowings | 35,000 | - | ||||
| Repayment of loans & borrowings | (10,461 | ) | (11,470 | ) | ||
| Repayment of leases | (2,257 | ) | (2,314 | ) | ||
| Capital increase | - | - | ||||
| Interest paid | (1,209 | ) | (1,052 | ) | ||
| Other financial income (expense) | (1,515 | ) | (240 | ) | ||
| Net cash flow from (used in) financing activities | 19,558 | (15,077 | ) | |||
| Net increase/(decrease) of cash & cash equivalents | 30,663 | (10,892 | ) | |||
| Cash & Cash equivalents at the beginning of the year | 102,304 | 127,573 | ||||
| Exchange rate differences on cash & cash equivalents | (915 | ) | (517 | ) | ||
| Cash & cash equivalents at end of the period | 132,052 | 116,163 |
Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)
| for the three months ended<br> September 30, | for the nine months ended<br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net profit (loss) for the period | 1,848 | 3,038 | 1,510 | 10,500 | ||||||||
| Income taxes | 553 | 138 | 266 | 1,607 | ||||||||
| Financial expenses | 582 | 1,843 | 7,393 | 4,082 | ||||||||
| Financial income | (460 | ) | (706 | ) | (3,345 | ) | (5,489 | ) | ||||
| Depreciation and amortization | 5,509 | 5,487 | 16,240 | 16,241 | ||||||||
| EBITDA | 8,031 | 9,800 | 22,065 | 26,941 | ||||||||
| Share-based compensation expense (1) | 74 | 71 | 191 | 213 | ||||||||
| Restructuring and corporate initiatives (2) | 322 | - | 605 | - | ||||||||
| Acquisition-related expenses of business combinations (3) | - | 24 | - | 24 | ||||||||
| Adjusted EBITDA | 8,428 | 9,895 | 22,862 | 27,178 |
(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) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.
Reconciliation of Net Profit (Loss) to EBIT and Adjusted EBIT (Unaudited)
| for the three months ended<br> September 30, | for the nine months ended<br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net profit (loss) for the period | 1,848 | 3,038 | 1,510 | 10,500 | ||||||||
| Income taxes | 553 | 138 | 266 | 1,607 | ||||||||
| Financial expenses | 582 | 1,843 | 7,393 | 4,082 | ||||||||
| Financial income | (460 | ) | (706 | ) | (3,345 | ) | (5,489 | ) | ||||
| EBIT | 2,522 | 4,313 | 5,825 | 10,700 | ||||||||
| Share-based compensation expense (1) | 74 | 71 | 191 | 213 | ||||||||
| Restructuring and corporate initiatives (2) | 322 | - | 605 | - | ||||||||
| Acquisition-related expenses of business combinations (3) | - | 24 | - | 24 | ||||||||
| Adjusted EBIT | 2,918 | 4,408 | 6,621 | 10,937 |
(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) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.
Segment P&L (Unaudited)
| In 000€ | Materialise<br> Medical | Materialise<br> Software | Materialise<br> Manufacturing | Total<br> segments | Unallocated<br><br> (1) | Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | % | ||
| For the three months ended September 30, 2024 | ||||||||||||
| Revenues | 30,197 | 11,111 | 27,344 | 68,652 | (0 | ) | 68,652 | |||||
| Segment (adj) EBITDA | 9,895 | 1,975 | 701 | 12,572 | (2,677 | ) | 9,895 | |||||
| Segment (adj) EBITDA % | 32.8 | % | 17.8 | % | 2.6 | % | 18.3 | % | 14.4 | % | ||
| In 000€ | Materialise<br> Medical | Materialise<br> Software | Materialise<br> Manufacturing | Total<br> segments | Unallocated<br> (1) | Consolidated | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | % | ||
| For the nine months ended September 30, 2024 | ||||||||||||
| Revenues | 84,522 | 32,775 | 83,789 | 201,085 | 0 | 201,085 | ||||||
| Segment (adj) EBITDA | 26,015 | 4,439 | 4,648 | 35,103 | (7,925 | ) | 27,178 | |||||
| Segment (adj) EBITDA % | 30.8 | % | 13.5 | % | 5.5 | % | 17.5 | % | 13.5 | % |
(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<br> September 30, | for the nine months ended<br><br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In 000€ | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net profit (loss) for the period | 1,848 | 3,038 | 1,510 | 10,500 | ||||||||
| Income taxes | 553 | 138 | 266 | 1,607 | ||||||||
| Financial cost | 582 | 1,843 | 7,393 | 4,082 | ||||||||
| Financial income | (460 | ) | (706 | ) | (3,345 | ) | (5,489 | ) | ||||
| Operating (loss) profit | 2,522 | 4,313 | 5,825 | 10,700 | ||||||||
| Depreciation and amortization | 5,509 | 5,487 | 16,240 | 16,241 | ||||||||
| Corporate research and development | 826 | 912 | 2,926 | 2,675 | ||||||||
| Corporate headquarter costs | 2,761 | 2,454 | 8,512 | 7,537 | ||||||||
| Other operating income (expense) | (685 | ) | (618 | ) | (2,187 | ) | (2,073 | ) | ||||
| Segment restructuring and reorganization | 222 | - | 400 | - | ||||||||
| Acquisition-related expenses of business combinations (1) | - | 24 | - | 24 | ||||||||
| Segment adjusted EBITDA | 11,155 | 12,572 | 31,716 | 35,103 |
(1) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.
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 28, 2025