3D Systems Corporation entered into a definitive agreement on November 12, 2026, to issue $85,000,000 aggregate principal amount of 3.30% Convertible Senior Notes due 2031 (the “2031 Notes”) to holders of its existing 5.875% Convertible Senior Secured Notes due 2030 (the “2030 Notes”). The exchange was conducted through privately negotiated agreements with all holders of the 2030 Notes, referred to as Transaction Participants. As part of this exchange, the company also paid additional consideration consisting of $20,000,000 in cash and 13,471,138 shares of common stock.
The 2031 Notes are senior unsecured obligations of the company. They accrue interest at a rate of 3.30% per annum and are payable semiannually on April 1 and October 1 of each year, beginning April 1, 2027. The notes are set to mature on April 1, 2031. The indenture governing the notes allows the company to redeem the notes for cash prior to October 5, 2029, under specific conditions related to the trading price of the company's common stock, and at any time prior to maturity if the outstanding principal amount is less than $5,000,000.
Conversion of the 2031 Notes is permitted under specific conditions. The initial conversion rate is 291.3753 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of approximately $3.43 per share. This price represents a premium of approximately 30.0% over the last reported sale price of the common stock on November 4, 2026. The notes can be converted into cash, shares, or a combination thereof at the company's election. The company also issued 1,464,206 shares of common stock to J. Wood Capital Advisors LLC for services rendered in connection with the exchange agreements. Following the exchange, the company canceled all outstanding 2030 Notes and released the associated guarantees and liens.
