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 March 2022

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  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

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.

Date: March 3, 2022

Exhibit 99.1

Materialise Reports Fourth Quarter and Full Year 2021 Results

LEUVEN, Belgium—(BUSINESS WIRE)—March 3, 2022 — Materialise NV (NASDAQ:MTLS), a leading provider of additive manufacturing and medical software and of sophisticated 3D printing services, today announced its financial results for the fourth quarter and full year ended December 31, 2021.

Highlights – Fourth Quarter 2021

Highlights – Full Year 2021

Executive Chairman Peter Leys commented, “For both the last quarter and full year 2021, Materialise posted all-time records in terms of revenue, Adjusted EBITDA and net profit, proving the strength of our business model even in a challenging period. The strategic positioning of our solutions and the technological innovation of our products were key drivers of our success, paving the way for very solid double-digit growth in each of our business units in the fourth quarter. Simultaneously, throughout the pandemic, our team members tenaciously pushed forward with the development of our software cloud platform and the roll out of our new business application infrastructure, positioning Materialise well to continue executing our long-term growth strategy.”

Fourth Quarter 2021 Results

Total revenue for the fourth quarter of 2021 increased 25.8% to 56,989 kEUR from 45,301 kEUR for the fourth quarter of 2020. Adjusted EBITDA increased 42.3% to 10,490 kEUR, compared to 7,371 kEUR for the same period in 2020. The Adjusted EBITDA margin (Adjusted EBITDA divided by total revenue) for the fourth quarter of 2021 increased to 18.4%, compared to 16.3% for the fourth quarter of 2020.

Revenue from our Materialise Software segment increased 19.3% to 12,183 kEUR from 10,216 kEUR for the same quarter last year. Adjusted EBITDA for the segment increased to 5,518 kEUR from 3,867 kEUR while the Adjusted EBITDA margin for the segment was 45.3%, compared to 37.9% for the prior-year period.

Revenue from our Materialise Medical segment increased 20.3% to 20,682 kEUR for the fourth quarter of 2021, compared to 17,188 kEUR for the same period in 2020. Adjusted EBITDA for the segment increased 31.3% to 6,358 kEUR from 4,844 kEUR, while the Adjusted EBITDA margin for the segment increased to 30.7% from 28.2%.

Revenue from our Materialise Manufacturing segment increased 34.9% to 24,135 kEUR from 17,889 kEUR for the fourth quarter of 2020. Adjusted EBITDA for the segment increased to 1,167 kEUR compared to 1,099 kEUR, while the Adjusted EBITDA margin for the segment was 4.8%, compared to 6.1% for the prior-year period.

Gross profit increased to 33,198 kEUR for the fourth quarter of 2021 from 26,165 kEUR for the same period last year. Gross profit as a percentage of revenue increased to 58.3%, compared to 57.8%.

Research and development (“R&D”), sales and marketing (“S&M”) and general and administrative (“G&A”) expenses increased, in the aggregate, 5.9% to 29,481 kEUR for the fourth quarter of 2021 from 27,843 kEUR for the fourth quarter of 2020.

Net other operating result improved to 1,260 kEUR compared to (296) kEUR for the fourth quarter of 2020.

Operating result increased to 4,976 kEUR, compared to (1,974) kEUR for the fourth quarter of 2020.

Net financial result for the fourth quarter of 2021 was 275 kEUR, compared to (596) kEUR for the fourth quarter of 2020.

The fourth quarter of 2021 contained net income tax expense of (490) kEUR, compared to net tax income of 531 kEUR for the fourth quarter of 2020.

As a result of the above, net profit for the fourth quarter of 2021 was 4,762 kEUR, compared to a net loss of (2,039) kEUR for the same period in 2020. Total comprehensive income for the fourth quarter of 2021 was 1,832 kEUR, compared to a loss of (1,181) kEUR for the 2020 period. This quarter’s comprehensive income included a (3,443) kEUR impairment of our equity interest in Essentium, Inc.

Full Year 2021 Results

Total revenues for the year ended December 31, 2021 increased 20.5% to 205,450 kEUR from 170,449 kEUR for the year ended December 31, 2020. Adjusted EBITDA for 2021 increased 59.5% to 32,497 kEUR from 20,378 kEUR for 2020. The Adjusted EBITDA margin increased to 15.8%, compared to 12.0% in 2020.

Revenues from our Materialise Software segment increased 9.9% to 42,902 kEUR for the year ended December 31, 2021 compared to 39,054 kEUR for the year ended December 31, 2020. The segment’s Adjusted EBITDA increased 17.9% to 15,784 kEUR from 13,383 kEUR. The segment’s Adjusted EBITDA margin increased to 36.8% in 2021, compared to 34.3% in 2020.

Revenues from our Materialise Medical segment grew by 18.9% for the year ended December 31, 2021 to 73,368 kEUR from 61,729 kEUR for the year ended December 31, 2020. The segment’s Adjusted EBITDA increased 48.5% to 20,669 kEUR from 13,914 kEUR. The segment’s Adjusted EBITDA margin increased to 28.2% in 2021, compared to 22.5% in 2020.

Revenues from our Materialise Manufacturing segment increased 28.3% to 89,334 kEUR for the year ended December 31, 2021 from 69,635 kEUR for the year ended December 31, 2020. The segment’s Adjusted EBITDA increased 152.5% to 6,429 kEUR from 2,546 kEUR. The segment’s Adjusted EBITDA margin increased to 7.2% in 2021 from 3.7% for 2020.

Operating profit increased to 12,217 kEUR for the year ended December 31, 2021 compared to a loss of (4,639) kEUR in the prior year.

Net financial income amounted to 1,519 kEUR, compared to net financial expenses of (3,542) kEUR for the year ended December 31, 2020. Income taxes amounted to (591) kEUR compared to 1,028 kEUR for the year ended December 31, 2020. Net result increased to 13,145 kEUR for 2021 from a net loss of (7,192) kEUR in 2020.

At December 31, 2021, we had cash and equivalents of 196,028 kEUR compared to 111,538 kEUR at December 31, 2020. Gross debt amounted to 99,107 kEUR (of which 21,202 kEUR was short term), compared to 115,110 kEUR at December 31, 2020.

Cash flow from operating activities for the year ended December 31, 2021 was 25,843 kEUR compared to 29,979 kEUR in the year ended December 31, 2020. Total capital expenditures for the year ended December 31, 2021 amounted to 11,721 kEUR. This amount included 2,570 kEUR of capitalized expenditures from intangible assets, of which 1,553 kEUR related to our ongoing internal digital transformation program.

Net shareholders’ equity at December 31, 2021 was 232,577 kEUR compared to 133,183 kEUR at December 31, 2020.

Link3D Acquisition

On January 4, 2022, Materialise acquired for 33.5 mUSD 100% of the equity interests of Link3D, an additive workflow and digital manufacturing software company that supports customers in major manufacturing industries to scale and integrate their AM operations across complex supply chains and IT environments. For the year ended December 31, 2021, Link3D realized revenue of approximately 2.3 mUSD and EBITDA of approximately (4.6) mUSD.

2022 Guidance

Mr. Leys concluded, “Our thoughts today are focused on the safety and security of our Ukrainian collaborators, and we are taking a variety of actions to assist them. At the same time, we believe that a war between countries where Materialise has no significant sales will not impact the fundamentals of our global business model.

“Particularly after our record performance in 2021, we believe our more mature lines of business, in particular in our Materialise Software and Materialise Medical segments, have the potential to continue to grow solidly with a healthy margin, and we plan to support these businesses accordingly. Simultaneously, we plan to increase our spending significantly, especially in R&D and in S&M, to accelerate the development of our new growth businesses, in particular our software cloud platform and our medical and wearable verticals.

“We expect our annual revenue for 2022 (including the results of Link3D) to grow by at least 10% compared to 2021. As we will be allocating significant portions of the expanding EBITDA margins of some of our more mature business lines to investments in our newer growth businesses (in particular the Link3D product portfolio), we expect our consolidated Adjusted EBITDA to decrease by approximately 10%.

“However, the recent onset of hostilities in Ukraine is adding complexity to our outlook for 2022, as we currently cannot assess how the global economy will react to the sanctions that are being imposed on Russia. We hope to have more visibility on these events and their potential short-term impact on our business when we release our first-quarter results.”

Note on Comparability

The year 2020 has been restated to reflect certain reclassification adjustments and the final accounting of the RS Print business combination. The fair value analysis with respect to the assets and liabilities acquired had not been finalized as of December 31, 2020. Within 12 months of acquisition, we completed the fair value analysis of the RS Print business combination, with corresponding adjustments to goodwill and deferred tax liabilities. The impact has been accounted for as retrospective adjustments to our consolidated statement of financial position as of December 31, 2020 and our consolidated income statement for the year ended December 31, 2020. It concerned a decrease of the goodwill of (1,743) kEUR and a decrease of the deferred tax liabilities of (1,823) kEUR.

Non-IFRS Measures

Materialise uses EBITDA and Adjusted EBITDA as supplemental financial measures of its financial performance. 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 EBITDA is determined by adding share-based compensation expenses, acquisition-related expenses of business combinations, impairments and revaluation of fair value due to business combinations to EBITDA. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of long-term investment and financing decisions, rather than the performance of the company’s day-to-day operations. As compared to net profit, these measures are 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 charges associated with impairments. Management evaluates such items through other financial measures such as 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 EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA 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 EBITDA 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 1.1326, the reference rate of the European Central Bank on December 31, 2021.

Conference Call and Webcast

Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the fourth quarter of 2021 and other matters on Thursday, March 3, 2022, at 8:30 a.m. ET/2:30 p.m. CET. Company participants on the call will include Wilfried Vancraen, Founder and Chief Executive Officer; Peter Leys, Executive Chairman; and Johan Albrecht, Chief Financial Officer. A question-and-answer session will follow management’s remarks.

The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed on the company’s website at http://investors.materialise.com. A webcast of the conference call will be archived on the company’s website for one year.

About Materialise

Materialise incorporates 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 the largest groups of software developers in the industry with one of the largest and most complete 3D printing facilities in the world.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations, plans, objectives, strategies and prospects, both financial and business, including statements concerning, among other things, our current estimates for fiscal 2022 revenue and Adjusted EBITDA, results of operations, cash needs, capital expenditures, expenses, financial condition, liquidity, prospects, growth and strategies (including how our business, results of operations and financial condition could be impacted by the ongoing military conflict between Ukraine and Russia and economic sanctions related thereto), and the trends and competition that may affect the markets, industry or us. Such statements are subject to known and unknown uncertainties and risks. When used in this press release, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “will,” “may,” “could,” “might,” “aim,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the expectations of management under current assumptions at the time of this press release. These expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, the Company cannot offer any assurance that our expectations, beliefs and projections will actually be achieved. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We caution you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of the forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual results to differ materially from our expectations, including risk factors described in the Company’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. There are a number of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this press release.

The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Consolidated income statements (Unaudited)

Impact on Income Taxes and Net profit is 79 k€.

Consolidated statements of comprehensive income (Unaudited)

Impact on Net profit for the period is (79) k€.

Consolidated statement of financial position (Unaudited)

Impact on Goodwill is (1,743) k€.

Impact on Retained earnings is 79 k€ and impact on Deferred tax liabilities is (1,823) k€.

Consolidated statement of cash flows (Unaudited)

Impact on Net profit for the period is 79 k€ and impact on (Deferred) income taxes is (79) k€.

Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)

Impact on Net profit for the period is 79 k€ and impact on (Deferred) income taxes is (79) k€.

Segment P&L (Unaudited)

(1) Unallocated segment adjusted EBITDA consists of corporate research and development, corporate headquarter costs 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)

Impact on Net profit for the period is 79 k€ and impact on (Deferred) income taxes is (79) k€.