SCHEDULE: Materialise Founders Plan Euronext Listing, Share Sales

Materialise NV's founding shareholders, Wilfried Vancraen and Hilde Ingelaere, along with Idem, plan to sell up to 590,000 shares on Euronext Brussels following the company's planned additional listing and potential ADS buyback program.

Summary

• Reporting Persons (Wilfried Vancraen, Hilde Ingelaere, and Idem) collectively beneficially own 34,021,781 ordinary shares of Materialise NV, representing 57.60% of the outstanding shares as of September 30, 2025.
• Materialise NV announced plans on October 30, 2025, for an additional listing of its shares on Euronext Brussels and a potential American Depositary Share (ADS) buyback program.
• In connection with the Euronext Brussels listing, the Reporting Persons intend to enter into a trading arrangement to sell up to 590,000 shares in ordinary brokerage transactions on Euronext Brussels.
• The Reporting Persons also expect to purchase ADSs on Nasdaq under the arrangement to maintain their ownership interest in Materialise NV.
• No transactions in Materialise NV shares were effected by the Reporting Persons in the last 60 days.

Sentiment

Score: 6

Explanation: The filing indicates strategic moves by the company (Euronext listing, potential buyback) which are generally positive for market presence and shareholder value. However, the planned sale of shares by founding shareholders, even with an intent to maintain ownership, introduces a slight negative sentiment due to potential selling pressure.

Positives

• The company's plan for an additional listing on Euronext Brussels could increase liquidity and visibility for its shares in Europe.
• The potential ADS buyback program could signal management's confidence in the company's valuation and return capital to shareholders.
• The Reporting Persons' intent to purchase ADSs on Nasdaq aims to maintain their ownership interest, indicating continued long-term commitment.

Negatives

• The planned sale of up to 590,000 shares by the Reporting Persons could introduce selling pressure on the stock, particularly on Euronext Brussels.
• The 'potential' nature of the ADS buyback program means it is not guaranteed to occur or be substantial.

Risks

• The Reporting Persons' trading actions are dependent on factors such as the price levels of shares and ADSs.
• All actions are subject to compliance with applicable laws and regulations, and may be modified, suspended, or terminated at any time.
• The additional listing on Euronext Brussels and the ADS buyback program are plans announced by the Issuer, and their execution and impact are subject to market conditions and corporate decisions.

Future Outlook

Materialise NV plans an additional listing on Euronext Brussels and a potential ADS buyback program. The Reporting Persons intend to sell up to 590,000 shares on Euronext Brussels while simultaneously purchasing ADSs on Nasdaq to maintain their ownership interest, with these actions being subject to market conditions and regulatory compliance.

Management Comments

• The Issuer announced plans to pursue an additional listing of its Shares on Euronext Brussels and a potential ADS buyback program.

Industry Context

The move to list on Euronext Brussels could be a strategic step for Materialise NV, a leader in 3D printing and additive manufacturing, to enhance its presence and liquidity in European markets, potentially attracting a broader investor base familiar with the region's industrial technology sector. A potential ADS buyback program, alongside founder share sales, suggests a complex capital management strategy, possibly aiming to optimize shareholder value and capital structure in light of evolving market conditions and regional listing opportunities.

Stakeholder Impact

• Shareholders: Potential for increased liquidity and visibility with Euronext listing. Potential for share price impact from founder sales and ADS buyback. Founders maintaining ownership signals continued commitment.
• Investors: Provides transparency on significant insider ownership and future trading intentions.

Next Steps

• Materialise NV to pursue an additional listing of its Shares on Euronext Brussels.
• Materialise NV to potentially implement an ADS buyback program.
• Reporting Persons to enter into a trading arrangement to sell up to 590,000 Shares on Euronext Brussels.
• Reporting Persons to purchase ADSs on Nasdaq to maintain their ownership interest.

Key Dates

Recommendation

The filing indicates strategic corporate actions like a Euronext listing and a potential ADS buyback, which are generally positive for long-term value and market presence. However, the planned sale of a substantial number of shares by the founding shareholders, even with an intent to maintain overall ownership, could create short-term selling pressure. Given these offsetting factors, a 'hold' recommendation is appropriate until the market absorbs these developments and the actual impact of the trading plan and buyback becomes clearer.

Keywords

Materialise NV, Schedule 13D/A, Beneficial Ownership, Euronext Brussels Listing, ADS Buyback, Share Sale, Wilfried Vancraen, Hilde Ingelaere, Idem, 3D Printing, Additive Manufacturing