Materialise NV
A maker of software and services that turn digital designs into physical 3D-printed objects, from industrial parts for automakers to surgical guides and implants tailored to individual patients. Engineer Wilfried Vancraen and his wife Hilde Ingelaere founded it in Leuven, Belgium in 1990 after seeing their first 3D printer, and its best-known programs—Magics and Mimics—are industry standards. The name is a play on "materialize": bringing ideas that exist only on screen into physical form.
American Depositary Shares each representing one ordinary share
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Wilfried Vancraen | 13D/AActivist | 57.6% | 34.02M | Oct 30, 2025 |
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| Hilde Ingelaere | 13D/AActivist | 57.6% | 34.02M | Oct 30, 2025 |
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| Idem | 13D/AActivist | 57.05% | 33.70M | Oct 30, 2025 |
The eighth and ninth paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraph with the following two paragraphs: On October 30, 2025, the Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program. In connection with the listing of the Shares on Euronext Brussels, the Reporting Persons expect to enter into a trading arrangement for the purpose of selling up to 590,000 Shares in ordinary brokerage transactions over Euronext Brussels. The Reporting Persons also expect to purchase ADSs in ordinary brokerage transactions over Nasdaq under the arrangement in anticipation of or as result of sales activity under the arrangement to maintain their ownership interest in the Issuer. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Shares and ADSs, and subject to compliance with applicable laws and regulations, and if undertaken may be modified, suspended or terminated at any time. Other than as described in this Item 4 or Item 6 of the Schedule 13D, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. However, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||