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REDEEMABLE NON-CONTROLLING INTEREST

12 Months Ended

Dec. 31, 2025

Noncontrolling Interest [Abstract]

REDEEMABLE NON-CONTROLLING INTEREST

NOTE 14 - REDEEMABLE NON-CONTROLLING INTEREST

For each of the periods presented in our consolidated financial statements, the Company holds a 93.75% controlling interest in a consolidated foreign subsidiary that was acquired on April 1, 2022. The remaining 6.25% non-controlling interest in this foreign subsidiary is subject to redemption at a future date upon either (1) the exercise of a put option by the holder of the underlying shares or a call option by the Company, each of which is subject to the subsidiary achieving certain specified conditions, or (2) the passage of time subsequent to the date on which this subsidiary was acquired.

The put and call rights related to 50% of the common shares underlying this RNCI can be exercised upon the achievement of an initial revenue and gross profit target, while the put and call rights related to the remaining 50% of the common shares underlying the RNCI can be exercised upon the achievement of a second revenue and gross profit target. The exercise prices at which the shares underlying the RNCI can be put by their holders or called by the Company are determined based upon whether the consolidated foreign subsidiary achieves either or both of the predetermined revenue and gross profit targets. If either (1) one or both sets of revenue and gross margin targets are not achieved by the consolidated foreign subsidiary within specified time periods or (2) neither the put or call options are exercised within specified time periods despite the achievement of one or both sets of targets, the exercise price for the put and call options will be set at a floor strike price for periods thereafter. Up to 50% of the exercise price can be paid in shares of Common Stock at our election.

On December 9, 2024, the Company signed a profit and loss transfer agreement with the foreign subsidiary whereby the subsidiary transfers its entire net profit or loss to 3D Systems for the next five years. For the years ended December 31, 2025 and 2024, the Company consolidated 100% of the foreign subsidiary net loss.

In December 2025, the agreement was amended to allow for immediate exercise of the put option for $2.0 million, subject to the completion of the certain milestones, which will be paid in three installments in 2026. Upon completion of the initial payment, the remaining shares will be assigned to the Company.

Changes to the Company's RNCI balance during the years ended December 31, 2025, 2024 and 2023 are summarized below:

(in thousands)						Year Ended December 31
						2025						2024						2023
Balance at beginning of period						$	1,958					$	2,006					$	1,760
Fair value at the date of acquisition						—						—						—
Net loss						—						—						(265)
Redemption value (below) in excess of carrying value						—						(61)						479
Translation adjustments						235						13						32
Balance at end of period						$	2,193					$	1,958					$	2,006

X

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 810
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/810/tableOfContent

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- References

No definition available.

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