3D Systems Corporation filed a Form 8-K on November 5, 2026, disclosing that on November 4, 2026, it entered into Exchange Agreements with all holders of its outstanding 5.875% Convertible Senior Secured Notes due 2030 to exchange those notes for cash, common stock, and newly issued convertible notes due 2031.

Key Highlights

  • Notes exchanged: $92,030,000 aggregate principal amount of 5.875% Convertible Senior Secured Notes due 2030 are being exchanged.
  • Cash consideration: $20,000,000 in cash, plus accrued and unpaid interest on the 2030 Notes exchanged to, but excluding, the Closing Date.
  • Shares issued: 13,471,138 shares of common stock (par value $0.001 per share) will be issued to Transaction Participants.
  • New Notes: $85,000,000 aggregate principal amount of 3.30% Convertible Senior Notes due April 1, 2031 will be issued, with an initial conversion rate of 291.3753 shares per $1,000 principal amount.
  • Conversion price: The initial conversion price is approximately $3.43 per share, representing a premium of approximately 30.0% over the November 4, 2026 closing price of $2.64 per share on the New York Stock Exchange.
  • Expected closing: The Exchange is expected to close on or about November 12, 2026, subject to certain closing conditions, with an Outside Closing Date of November 19, 2026 and a final termination deadline of December 15, 2026.

3D Systems Restructures 2030 Notes Into New Unsecured 2031 Convertible Debt

According to the filing, 3D Systems Corporation (NYSE:DDD) entered into separate, privately negotiated Exchange Agreements on November 4, 2026, with all holders of its outstanding 5.875% Convertible Senior Secured Notes due 2030. The filing identifies those holders as institutional "accredited investors" and "qualified institutional buyers" under applicable Securities Act definitions. The aggregate consideration for the exchange consists of three components: $20,000,000 in cash (plus accrued and unpaid interest), 13,471,138 shares of common stock, and $85,000,000 aggregate principal amount of newly issued 3.30% Convertible Senior Notes due 2031.

The filing states that the New Notes will be senior unsecured obligations, a change from the secured status of the 2030 Notes. The New Notes will bear interest at 3.30% per year, payable semiannually on April 1 and October 1 of each year beginning April 1, 2027, and will mature on April 1, 2031. The Company will not be permitted to redeem the New Notes prior to October 5, 2029, except under limited circumstances described in the filing. U.S. Bank Trust Company, National Association, is to serve as trustee under the indenture governing the New Notes.

The filing also describes conditions under which the closing could be postponed. If 100% of the 2030 Notes outstanding are not delivered by the initial Closing Date of approximately November 12, 2026, the closing may be extended to November 19, 2026 or, under a further scenario, to December 4, 2026, provided at least 75% of the aggregate principal amount has been tendered. The Exchange Agreements will automatically terminate if the closing has not occurred on or prior to December 15, 2026, the filing disclosed. Certain amendments to the 2030 Notes indenture and related collateral documents are also contemplated under the Exchange Agreements if that extended scenario applies.

What Was Disclosed

3D Systems disclosed the terms of Exchange Agreements signed November 4, 2026, covering the exchange of $92,030,000 of its 5.875% 2030 Convertible Senior Secured Notes for $20,000,000 cash, 13,471,138 common shares, and $85,000,000 of new 3.30% unsecured convertible notes due 2031.