Materialise NV ADR 2026年年度报告和过渡报告

Table of Contents The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December31, 2025was: 59,067,186 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, oran emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non accelerated filer☐ Accelerated filer☒Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin this filing: U.S.GAAP☐InternationalFinancialReportingStandardsasissuedbytheInternationalAccountingStandards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmedby a court.☐Yes☐No TABLE OF CONTENTS ITEM 1.Identity of Directors, Senior Management and Advisers3ITEM 2.Offer Statistics and Expected Timetable3ITEM 3.Key Information3ITEM 4.Information on the Company33ITEM 4A.Unresolved Staff Comments50ITEM 5.Operating and Financial Review and Prospects50ITEM 6.Directors, Senior Management and Employees73ITEM 7.Major Shareholders and Related Party Transactions83ITEM 8.Financial Information85ITEM 9.The Offer and Listing86ITEM 10.Additional Information86ITEM 11.Quantitative and Qualitative Disclosures About Market Risk98ITEM 12.Description of Securities Other than Equity Securities100ITEM 13.Defaults, Dividend Arrearages and Delinquencies102ITEM 14.Material Modifications to the Rights of Security Holders and Use of Proceeds102ITEM 15.Controls and Procedures102ITEM 16A.Audit Committee Financial Expert103ITEM 16B.Code Of Ethics103ITEM 16C.Principal Accountant Fees and Services104ITEM 16D.Exemptions from the Listing Standards for Audit Committees104ITEM 16E.Purchases of