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 2024

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 2024 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 2024 Results

Total revenue for the third quarter of 2024 increased 14.2% to 68,652 kEUR from 60,130 kEUR for the third quarter of 2023.

Revenue from our Materialise Medical segment increased by 24.5% to 30,197 kEUR for the third quarter of 2024 compared to 24,263 kEUR for the same period in 2023.

Revenue from our Materialise Software segment increased by 2.8% to 11,111 kEUR for the third quarter of 2024 compared to 10,811 kEUR for the same quarter last year.

Revenue from our Materialise Manufacturing segment increased by 9.1% to 27,344 kEUR for the third quarter of 2024 compared to 25,056 kEUR for the third quarter of 2023.

Gross profit was 39,297 kEUR compared to 33,696 kEUR for the same period last year, while gross profit as a percentage of revenue increased to 57.2% compared to 56.0% for the third quarter of 2023.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased in the aggregate by 11.8% to 35,856 kEUR for the third quarter of 2024 from 32,076 kEUR for the third quarter of 2023.

Net other operating income increased to 872 kEUR from 710 kEUR for the third quarter of 2023.

Operating result amounted to 4,313 kEUR compared to 2,330 kEUR for the third quarter of 2023.

Net financial result was (1,137) kEUR compared to 1,319 kEUR for the third quarter of 2023 reflecting the impact of unfavorable currency exchange effects.

The third quarter of 2024 contained income tax results of (138) kEUR compared to 363 kEUR in the third quarter of 2023.

As a result of the above, net profit for the third quarter of 2024 was 3,038 kEUR, compared to 4,013 kEUR for the same period in 2023. Total comprehensive income for the third quarter of 2024, which includes exchange differences on translation of foreign operations, was 3,777 kEUR compared to 3,242 kEUR for the corresponding 2023 period.

At September 30, 2024, we had cash and cash equivalents of 116,163 kEUR, compared to 127,573 kEUR at December 31, 2023. Gross debt amounted to 53,037 kEUR compared to 64,398 kEUR at December 31, 2023. As a result, our net cash position (cash and cash equivalents less gross debt) was 63,126 kEUR compared to 63,175 kEUR at December 31, 2023.

Cash flow from operating activities for the third quarter of the year 2024 was 6,870 kEUR, compared to 8,143 kEUR for the same period in 2023. Total capital expenditures for the third quarter of the year 2024 amounted to 7,328 kEUR.

Net shareholders’ equity at September 30, 2024 was 246,989 kEUR compared to 236,594 kEUR at December 31, 2023.

Adjusted EBIT increased to 4,408 kEUR for the third quarter of 2024 from 2,330 kEUR for the 2023 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the third quarter of 2024 was 6.4%, compared to 3.9% for the third quarter of 2023. Adjusted EBITDA increased to 9,895 kEUR for the third quarter of 2024 from 7,857 kEUR for the 2023 period.

Adjusted EBITDA from our Materialise Medical segment increased by 38.5% to 9.895 kEUR for the third quarter of 2024 compared to 7,143 kEUR while the Adjusted EBITDA margin for the segment (segment Adjusted EBITDA divided by segment revenue) was 32.8% compared to 29.4% for the third quarter of 2023.

Adjusted EBITDA from our Materialise Software segment increased by 10.9% to 1,975 kEUR from 1,781 kEUR while the Adjusted EBITDA margin for the segment was 17.8% compared to 16.5% for the corresponding prior-year period.

Adjusted EBITDA from our Materialise Manufacturing segment amounted to 701 kEUR compared to 1,074 kEUR for the same period last year, while the Adjusted EBITDA margin for the segment was 2.6% compared to 4.3% for the third quarter of 2023.

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 share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBIT and EBITDA, respectively. 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 1.1196, the reference rate of the European Central Bank on September 30, 2024.

About Materialise

Materialise incorporates over 30 years of 3D printing experience into a range of software solutions and 3D printing services, which form the backbone of the 3D printing industry. Materialise’s open and flexible solutions enable players in a wide variety of industries, including healthcare, automotive, aerospace, art and design, and consumer goods, to build innovative 3D printing applications that aim to make the world a better and healthier place. Headquartered in Belgium, with branches worldwide, Materialise combines one of the largest groups of software developers in the industry with one of the largest and most complete 3D printing facilities in the world.

Consolidated income statements (Unaudited)

	for the three months ended September 30,									for the nine months ended September 30,
In '000	2024			2024			2023			2024			2023
	U.S.$			€			€			€			€
Revenue		76,862			68,652			60,130			201,085			190,832
Cost of Sales		(32,866	)		(29,355	)		(26,435	)		(86,625	)		(83,249	)
Gross Profit		43,997			39,297			33,696			114,461			107,583
Gross profit as % of revenue		57.2	%		57.2	%		56.0	%		56.9	%		56.4	%
Research and development expenses		(12,292	)		(10,979	)		(9,476	)		(32,301	)		(27,982	)
Sales and marketing expenses		(16,678	)		(14,896	)		(13,960	)		(45,130	)		(42,418	)
General and administrative expenses		(11,175	)		(9,981	)		(8,640	)		(29,195	)		(27,213	)
Net other operating income (expenses)		977			872			710			2,866			(3,238	)
Operating (loss) profit		4,829			4,313			2,330			10,700			6,732
Financial expenses		(2,063	)		(1,843	)		(1,554	)		(4,082	)		(3,599	)
Financial income		791			706			2,873			5,489			4,987
(Loss) profit before taxes		3,557			3,176			3,649			12,106			8,120
Income Taxes		(154	)		(138	)		363			(1,607	)		(886	)
Net (loss) profit for the period		3,403			3,038			4,013			10,500			7,234
Net (loss) profit attributable to:
The owners of the parent		3,409			3,045			4,017			10,520			7,251
Non-controlling interest		(8	)		(7	)		(5	)		(20	)		(17	)
Earning per share attributable to owners of the parent
Basic		0.06			0.05			0.07			0.18			0.12
Diluted		0.06			0.05			0.07			0.18			0.12
Weighted average basic shares outstanding		59,067			59,067			59,067			59,067			59,067
Weighted average diluted shares outstanding		59,067			59,067			59,068			59,067			59,070

Consolidated statements of comprehensive income (Unaudited)

	for the three months ended September 30,									for the nine months ended September 30,
In 000€	2024			2024			2023			2024			2023
	U.S.$			€			€			€			€
Net profit (loss) for the period		3,403			3,038			4,013			10,500			7,234
Other comprehensive income
Recycling
Exchange difference on translation of foreign operations		827			739			(770	)		(317	)		471
Other comprehensive income (loss), net of taxes		827			739			(770	)		(317	)		471
Total comprehensive income (loss) for the year, net of taxes		4,229			3,777			3,242			10,183			7,705
Total comprehensive income (loss) attributable to:
The owners of the parent		4,237			3,785			3,248			10,204			7,721
Non-controlling interests		(8	)		(7	)		(5	)		(21	)		(15	)

Consolidated statement of financial position (Unaudited)

	As of September 30,		As of December 31,
In 000€	2024		2023
Assets
Non-current assets
Goodwill		43,355		43,158
Intangible assets		30,987		31,464
Property, plant & equipment		104,856		95,400
Right-of-Use assets		7,889		8,102
Deferred tax assets		2,673		2,797
Investments in convertible loans		3,931		3,744
Other non-current assets		5,829		5,501
Total non-current assets		199,520		190,166
Current assets
Inventories		17,400		17,034
Trade receivables		49,761		52,698
Other current assets		11,814		9,161
Cash and cash equivalents		116,163		127,573
Total current assets		195,138		206,465
Total assets		394,658		396,630

	As of September 30,			As of December 31,
In 000€	2024			2023
Equity and liabilities
Equity
Share capital		4,487			4,487
Share premium		234,155			233,942
Retained earnings and other reserves		8,419			(1,783	)
Equity attributable to the owners of the parent		247,061			236,646
Non-controlling interest		(72	)		(53	)
Total equity		246,989			236,594
Non-current liabilities
Loans & borrowings		23,880			33,582
Lease liabilities		5,403			5,333
Deferred tax liabilities		3,324			3,725
Deferred income		6,528			10,701
Other non-current liabilities		697			1,745
Total non-current liabilities		39,832			55,086
Current liabilities
Loans & borrowings		21,294			22,873
Lease liabilities		2,460			2,610
Trade payables		21,225			21,196
Tax payables		2,924			1,777
Deferred income		40,878			40,791
Other current liabilities		19,056			15,703
Total current liabilities		107,837			104,950
Total equity and liabilities		394,658			396,630

Consolidated statement of cash flows (Unaudited)

	for the nine months ended September 30,
In 000€	2024			2023
Operating activities
Net (loss) profit for the period		10,500			7,234
Non-cash and operational adjustments		16,964			15,136
Depreciation of property plant & equipment		11,370			11,162
Amortization of intangible assets		4,838			5,046
Share-based payment expense		213			-
Loss (gain) on disposal of intangible assets and property, plant & equipment		(114	)		(401	)
Movement in provisions		311			(434	)
Movement reserve for bad debt and slow moving inventory		202			445
Financial income		(5,492	)		(4,811	)
Financial expense		4,066			3,389
Impact of foreign currencies		(15	)		(152	)
(Deferred) income taxes		1,584			892
Working capital adjustments		(3,860	)		(3,601	)
Decrease (increase) in trade receivables and other receivables		1,666			8,965
Decrease (increase) in inventories and contracts in progress		(672	)		(751	)
Increase (decrease) in deferred revenue		(4,284	)		(4,532	)
Increase (decrease) in trade payables and other payables		(569	)		(7,283	)
Income tax paid & Interest received		1,635			1,194
Net cash flow from operating activities		25,239			19,963

	for the nine months ended September 30,
In 000€	2024			2023
Investing activities
Purchase of property, plant & equipment		(17,305	)		(6,862	)
Purchase of intangible assets		(1,312	)		(2,448	)
Proceeds from the sale of property, plant & equipment & intangible assets (net)		232			645
Acquisition of subsidiary (net of cash)		(2,670	)		-
Net cash flow used in investing activities		(21,055	)		(8,665	)
Financing activities
Repayment of loans & borrowings		(11,470	)		(14,334	)
Repayment of leases		(2,314	)		(2,640	)
Capital increase		-			-
Interest paid		(1,052	)		(1,334	)
Other financial income (expense)		(240	)		(25	)
Net cash flow from (used in) financing activities		(15,077	)		(18,334	)
Net increase/(decrease) of cash & cash equivalents		(10,892	)		(7,037	)
Cash & Cash equivalents at the beginning of the year		127,573			140,867
Exchange rate differences on cash & cash equivalents		(517	)		123
Cash & cash equivalents at end of the period		116,163			133,953

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€	2024			2023			2024			2023
Net profit (loss) for the period		3,038			4,013			10,500			7,234
Income taxes		138			(363	)		1,607			886
Financial expenses		1,843			1,554			4,082			3,599
Financial income		(706	)		(2,873	)		(5,489	)		(4,987	)
Depreciation and amortization		5,487			5,527			16,241			16,191
EBITDA		9,800			7,857			26,941			22,923
Share-based compensation expense (1)		71			-			213			-
Acquisition-related expenses of business combinations (2)		24			-			24			-
Adjusted EBITDA		9,895			7,857			27,178			22,923

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.

(2) 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 September 30,						for the nine months ended September 30,
In 000€	2024			2023			2024			2023
Net profit (loss) for the period		3,038			4,013			10,500			7,234
Income taxes		138			(363	)		1,607			886
Financial expenses		1,843			1,554			4,082			3,599
Financial income		(706	)		(2,873	)		(5,489	)		(4,987	)
EBIT		4,313			2,330			10,700			6,732
Share-based compensation expense (1)		71			-			213			-
Acquisition-related expenses of business combinations (2)		24			-			24			-
Adjusted EBIT		4,408			2,330			10,937			6,732

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.

(2) Acquisition-related expenses of business combinations represent expenses incurred in connection with the acquisition of Feops.

Segment P&L (Unaudited)

In 000€	Materialise Medical			Materialise Software			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
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	%
For the three months ended September 30, 2023
Revenues		24,263			10,811			25,056			60,130			0			60,130
Segment (adj) EBITDA		7,143			1,781			1,074			9,998			(2,141	)		7,857
Segment (adj) EBITDA %		29.4	%		16.5	%		4.3	%		16.6	%					13.1	%

In 000€	Materialise Medical			Materialise Software			Materialise Manufacturing			Total segments			Unallocated (1)			Consolidated
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	%
For the nine months ended September 30, 2023
Revenues		73,528			33,192			84,112			190,832			0			190,833
Segment (adj) EBITDA		17,179			6,190			6,980			30,349			(7,426	)		22,923
Segment (adj) EBITDA %		23.4	%		18.7	%		8.3	%		15.9	%					12.0	%

(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 related expenses of business combinations, impairments and fair value of business combinations that are included in Adjusted EBITDA.

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€	2024			2023			2024			2023
Net profit (loss) for the period		3,038			4,013			10,500			7,234
Income taxes		138			(363	)		1,607			886
Financial cost		1,843			1,554			4,082			3,599
Financial income		(706	)		(2,873	)		(5,489	)		(4,987	)
Operating (loss) profit		4,313			2,330			10,700			6,732
Depreciation and amortization		5,487			5,527			16,241			16,191
Corporate research and development		912			604			2,675			2,063
Corporate headquarter costs		2,454			2,399			7,537			7,636
Other operating income (expense)		(618	)		(862	)		(2,073	)		(2,274	)
Segment EBITDA adjustments (1)		24						24
Segment adjusted EBITDA		12,572			9,998			35,103			30,349

(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 24, 2024