On May 25, 2023, Stratasys Ltd., an Israeli company (which is referred to as Stratasys), Tetris Sub Inc., a wholly-owned subsidiary of Stratasys (which is referred to as Merger Sub), and Desktop Metal, Inc., a Delaware corporation (which is referred to as Desktop Metal) entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, is referred to as the Merger Agreement) that provides for Merger Sub to merge with and into Desktop Metal, which is referred to as the Merger, with Desktop Metal surviving the Merger as a direct wholly owned subsidiary of Stratasys.

At the effective time of the Merger, each share of Class A common stock, par value $0.0001 per share, of Desktop Metal issued and outstanding immediately prior to the effective time (other than shares of Class A common stock owned or held by (a) Desktop Metal as treasury stock, (b) a direct or indirect wholly-owned subsidiary of Desktop Metal or (c) Stratasys or Merger Sub) will be converted automatically into the right to receive 0.123 (which is referred to as the exchange ratio) ordinary shares, par value 0.01 New Israeli Shekels, or NIS, per share, of Stratasys, which number is referred to as the exchange ratio. The exchange ratio is fixed and will not be adjusted for changes in the market price of either Stratasys ordinary shares or Desktop Metal Class A common stock prior to completion of the Merger. Because the exchange ratio is fixed, the market value of the Merger consideration to Desktop Metal stockholders will fluctuate with the market price of Stratasys ordinary shares and will not be known at the time that Stratasys shareholders vote on the Stratasys Merger-related proposal and Desktop Metal stockholders vote on the Desktop Metal Merger Agreement proposal. Based on the closing price of Stratasys ordinary shares of $14.88 on Nasdaq on May 24, 2023, the last full trading day before the public announcement of the Merger Agreement, the implied value of the Merger consideration to Desktop Metal stockholders was approximately $1.83 per share of Desktop Metal Class A common stock, and after applying the exchange ratio of 0.123, Stratasys and Desktop Metal estimated that, immediately following completion of the Merger, Desktop Metal stockholders as of immediately prior to the completion of the Merger will hold, in the aggregate, approximately 41% of the issued and outstanding shares of the combined company, and Stratasys shareholders as of immediately prior to the completion of the Merger will hold, in the aggregate, approximately 59% of the issued and outstanding ordinary shares of the combined company. On August 18, 2023, the latest practicable trading day before the date of this joint proxy statement/prospectus, the closing price of Stratasys ordinary shares on Nasdaq was $14.85 per share, resulting in an implied value of the Merger consideration to Desktop Metal stockholders of $1.83 per share of Desktop Metal Class A common stock. Stratasys ordinary shares are traded on the Nasdaq Global Select Market (which is referred to as Nasdaq) under the symbol “SSYS” and Desktop Metal Class A common stock is traded on the New York Stock Exchange under the symbol “DM.” The Stratasys ordinary shares issued in connection with the Merger will be listed on Nasdaq. We encourage you to obtain current quotes for the Stratasys ordinary shares and the Desktop Metal Class A common stock.

Stratasys will hold an extraordinary general meeting of shareholders in connection with the share issuance and other matters to be effected in connection with the Merger, which is referred to as the Stratasys EGM. At the Stratasys EGM, Stratasys’ shareholders will be asked to consider and vote on the following proposals: (1) the approval of certain matters to be effected in connection with the Merger, including: the issuance of Stratasys ordinary shares to Desktop Metal stockholders in exchange for their shares of Desktop Metal Class A common stock pursuant to the Merger Agreement; the adoption of Stratasys’ amended and restated articles of association as the articles of association of Stratasys with effect from immediately prior to the effective time of the Merger, which will include, among other changes to Stratasys’ existing articles of association, an increase of the authorized share capital of Stratasys from NIS 1,800,000, consisting of 180,000,000 ordinary shares, par value NIS 0.01 per share, to NIS 4,500,000, consisting of 450,000,000 ordinary shares, par value NIS 0.01 per share; and the election of a slate of directors consisting of five designees of Stratasys and five designees of Desktop Metal, as well as the combined company’s chief executive officer, as the members of Stratasys’ board of directors effective upon the effective time of the Merger, to serve until the first annual general meeting of shareholders of the combined company following the one-year anniversary of the effective time of the Merger and until the due election and qualification of their respective successors; (2) subject to the approval of Stratasys Proposal 1, the approval of the extension of the expiration date of Stratasys’ existing shareholder rights plan for a twelve (12)-month period from its original expiration date, i.e., until July 24, 2024; and (3) the approval of an increase by 2,075,625, upon completion of the Stratasys EGM, and by an additional 1,065,867, upon and subject to completion of the Merger, in the number of Stratasys ordinary shares available for issuance under Stratasys’ 2022 Share Incentive Plan. Proposal 1 to be considered at the Stratasys EGM is referred to as the Stratasys Merger-related proposal. The Stratasys board of directors unanimously recommends that Stratasys shareholders vote “FOR” each of the proposals to be considered at the Stratasys EGM.

Desktop Metal will hold a special meeting of its stockholders in connection with the proposed Merger, which is referred to as the Desktop Metal special meeting. At the Desktop Metal special meeting, Desktop Metal stockholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement, which is referred to as the Desktop Metal Merger Agreement proposal,

(2) the proposal to approve, on a non-binding advisory basis, specific compensatory arrangements between Desktop Metal and its named executive officers relating to the Merger and (3) the proposal to adjourn the Desktop Metal special meeting to solicit additional proxies if there are not sufficient votes to approve the Desktop Metal Merger Agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Desktop Metal stockholders. The Desktop Metal board of directors unanimously recommends that Desktop Metal stockholders vote “FOR” each of the proposals to be considered at the Desktop Metal special meeting.

We cannot complete the Merger unless the Desktop Metal stockholders approve the Desktop Metal Merger Agreement proposal and the Stratasys shareholders approve the Stratasys Merger-related proposal. Your vote on all of the matters to be considered at the Stratasys EGM and Desktop Metal special meeting is very important, regardless of the number of shares you own. Whether or not you plan to attend the Stratasys EGM or the Desktop Metal special meeting, as applicable, please promptly mark, sign and date the applicable accompanying proxy card and return it in the enclosed envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.

The accompanying joint proxy statement/prospectus provides you with important information about the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Stratasys EGM, each of the Stratasys proposals, the Desktop Metal special meeting and each of the Desktop Metal proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 41 for a discussion of risks related to the Merger and the combined company after the Merger.

We look forward to the successful completion of the Merger.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the Desktop Metal Merger Agreement proposal or the Stratasys Merger-related proposal in connection with the Merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Israeli Securities Law, 5728-1968, and the Israeli Securities Authority has not approved this joint proxy statement/prospectus.

This joint proxy statement/prospectus is dated August 25, 2023 and is first being mailed to Stratasys shareholders and Desktop Metal stockholders on or about August 28, 2023.

Notice is hereby given that Stratasys Ltd., or Stratasys, will hold an extraordinary general meeting of shareholders, which is referred to as the Stratasys EGM, on Thursday, September 28, 2023, at 3:00 p.m., Israel time/ 8:00 a.m., Eastern time, at the offices of Stratasys’ external legal counsel, Meitar Law Offices, 16 Abba Hillel Road, 10^th floor, Ramat Gan 5250608, Israel.

At the Stratasys EGM, the following proposals will be presented:

The approval of Proposal 1 to be considered at the Stratasys EGM, which we refer to as the Stratasys Merger-related proposal, is a condition to the completion of the Merger. Neither of Proposals 2 or 3, which we refer to as the Stratasys rights plan extension proposal and the Stratasys share incentive plan increase proposal, respectively, is required to be approved as a condition to the completion of the Merger.

The accompanying joint proxy statement/prospectus, including the Merger Agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Stratasys ordinary shares at the close of business on Thursday, August 24, 2023 are entitled to vote at the Stratasys EGM and any adjournments or postponements thereof.

The Stratasys board of directors has unanimously approved and declared advisable and in the best interests of Stratasys and its shareholders the Merger Agreement and the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement. The Stratasys board of directors unanimously recommends that Stratasys shareholders vote “FOR” the Stratasys Merger-related proposal, “FOR” the Stratasys rights plan extension proposal, and “FOR” the Stratasys share incentive plan increase proposal.

Your vote is very important, regardless of the number of Stratasys ordinary shares you own. We cannot complete the transactions contemplated by the Merger Agreement without the approval of the Stratasys Merger-related proposal. Assuming a quorum is present, the approval of each of the proposals to be presented at the Stratasys EGM requires the affirmative vote of a majority of the voting power represented at the meeting in person or by proxy and voting on the proposal (which excludes abstentions and broker non-votes).

We urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by such bank, broker or other nominee.

If you have any questions about the Merger, please contact Stratasys at 1-800-801-6491 or write to Stratasys Ltd., c/o Stratasys, Inc., 7665 Commerce Way, Eden Prairie, Minnesota 55344, Attention: Investor Relations, or via email to Yonah.Lloyd@stratasys.com.

If you have any questions about how to vote or direct a vote in respect of your Stratasys ordinary shares, you may contact our proxy solicitor, Morrow Sodali, via phone at 1-800-662-5200 (toll-free within the United States) or at 1-203-658-9400 (outside the United States), or via email at SSYS@info.morrowsodali.com.

Your vote is important. Stratasys shareholders are requested to complete, date, sign and return the enclosed proxy or voting instruction form in the envelope provided, or to submit their votes electronically through the Internet or by telephone.

Notice is hereby given that Desktop Metal, Inc., which is referred to as Desktop Metal, will hold a special meeting of its stockholders, which is referred to as the Desktop Metal special meeting, at 9:00 a.m., Eastern Time, on Thursday, September 28, 2023, for the purpose of considering and voting on the following proposals:

The Desktop Metal special meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Desktop Metal special meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DM2023SM and entering your 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials.

Desktop Metal will transact no other business at the Desktop Metal special meeting except such business as may properly be brought before the Desktop Metal special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the Merger Agreement attached thereto as Annex A, contains further information with respect to these matters.

Holders of record of Desktop Metal’s Class A common stock, par value $0.0001 per share, which is referred to as the Desktop Metal Class A common stock, as of the close of business on Monday, July 31, 2023 are entitled to notice of and to vote at the Desktop Metal special meeting, or any continuation, postponement or adjournment of the Desktop Metal special meeting.

The Desktop Metal board of directors, after due and careful discussion and consideration, unanimously determined that the Merger Agreement is fair to and in the best interests of Desktop Metal and its stockholders and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Desktop Metal board of directors accordingly unanimously recommends that Desktop Metal vote “FOR” the Desktop Metal Merger Agreement proposal, “FOR” the Desktop Metal compensation proposal and “FOR” the Desktop Metal adjournment proposal.

Your vote is very important, regardless of the number of shares of Desktop Metal Class A common stock you own. We cannot complete the transactions contemplated by the Merger Agreement without approval of the Desktop Metal Merger Agreement proposal. Assuming a quorum is present, the approval of the Desktop Metal Merger Agreement proposal requires the affirmative vote of a majority of the outstanding shares of Desktop Metal Class A common stock entitled to vote on the Desktop Metal Merger Agreement proposal.

Whether or not you plan to attend the Desktop Metal special meeting virtually, we urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or nominee.

If you have any questions about the Merger, please contact Desktop Metal, Inc., Attention: Investor Relations, Jay Gentzkow, telephone (781) 730-2110 or via email to jaygentzkow@desktopmetal.com.

If you have any questions about how to vote or direct a vote in respect of your shares of Desktop Metal Class A common stock, you may contact our proxy solicitor, D.F. King & Co., Inc., via phone at 1-877-478-5045 (toll-free within the United States) or at 1-212-269-5550 (outside the United States), or via email at DM@dfking.com.

Your vote is important. Desktop Metal stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically through the Internet or by telephone.

This joint proxy statement/prospectus incorporates important business and financial information about Stratasys and Desktop Metal from other documents that Stratasys and Desktop Metal have filed with or furnished to the U.S. Securities and Exchange Commission, which is referred to as the SEC, and that are contained in or incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 221. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

Any person may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information concerning Stratasys or Desktop Metal, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:

In order for you to receive timely delivery of the documents in advance of the Stratasys extraordinary general meeting to be held on September 28, 2023, which is referred to as the Stratasys EGM, or the special meeting of Desktop Metal stockholders to be held on September 28, 2023, which is referred to as the Desktop Metal special meeting, as applicable, you must request the information no later than September 14, 2023.

The contents of the websites of the SEC, Stratasys, Desktop Metal or any other entity are not being incorporated into this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Stratasys (File No. 333-272759), constitutes a notice of meeting and proxy statement with respect to the Stratasys EGM and a prospectus of Stratasys under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the Stratasys ordinary shares to be issued to Desktop Metal stockholders pursuant to the Agreement and Plan of Merger, dated as of May 25, 2023, by and among Stratasys, Merger Sub, and Desktop Metal, as it may be amended from time to time, which is referred to as the Merger Agreement.

This document also constitutes a notice of meeting with respect to the Desktop Metal special meeting and a proxy statement of Desktop Metal under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act.

This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Israeli Companies Law, 5759-1999, which we refer to as the Israeli Companies Law, and the Israeli Securities Authority has not approved this joint proxy statement/prospectus.

Stratasys has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Stratasys, and Desktop Metal has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Desktop Metal. Stratasys and Desktop Metal have both contributed to the information related to the Merger contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Stratasys and Desktop Metal have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated August 25, 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Stratasys shareholders or Desktop Metal stockholders nor the issuance by Stratasys of Stratasys ordinary shares pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

When used in this joint proxy statement/prospectus, all references to “Stratasys” refer to Stratasys Ltd., a company organized under the laws of the State of Israel; all references to “Merger Sub” refer to Tetris Sub Inc., a Delaware corporation and wholly owned subsidiary of Stratasys, formed for the purpose of effecting the Merger as described in this joint proxy statement/prospectus; all references to “Desktop Metal” refer to Desktop Metal, Inc., a Delaware corporation; all references to “combined company” refer to the combined company immediately following completion of the Merger and the other transactions contemplated by the Merger Agreement; all references to “Stratasys ordinary shares” refer to the ordinary shares of Stratasys Ltd., par value NIS 0.01 each; and all references to “Desktop Metal Class A common stock” refer to the Class A common stock of Desktop Metal, par value $0.0001 per share.

This joint proxy statement/prospectus contains or incorporates by reference:

Unless indicated otherwise, financial data presented in this joint proxy statement/prospectus has been taken from the Stratasys consolidated financial statements and the Desktop Metal consolidated financial statements incorporated by reference into this joint proxy statement/prospectus.

This joint proxy statement/prospectus also contains the unaudited pro forma condensed combined balance sheet of Stratasys as of June 30, 2023, after giving effect to the Merger as if it occurred on June 30, 2023 and the unaudited pro forma condensed combined statements of operations for the six months ended, June 30, 2023, and for the year ended December 31, 2022, after giving effect to the Merger as if it occurred on January 1, 2022. That information is referred to in this joint proxy statement/prospectus as the pro forma financial information. See the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The pro forma financial information set forth in this joint proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.

For additional information on the presentation of financial information in this joint proxy statement/prospectus, see the Stratasys consolidated financial statements and the Desktop Metal consolidated financial statements, in each case, that are incorporated by reference into this joint proxy statement/prospectus.

The following are answers to certain questions you may have regarding the Merger, the Merger Agreement, the Desktop Metal special meeting of stockholders, referred to as the Desktop Metal special meeting, and the Stratasys extraordinary general meeting of shareholders, which is referred to as the Stratasys EGM. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 221.

If you are in any doubt about this transaction you should consult an independent financial advisor.

At the Stratasys EGM, Stratasys shareholders will be presented with the following proposals:

This registration statement on Form F-4, of which this joint proxy statement/prospectus forms a part, and the documents to which Stratasys and Desktop Metal refer you to in this registration statement, as well as oral statements made or to be made by Stratasys and Desktop Metal, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the safe harbor provisions. These forward-looking statements generally include statements regarding the potential transaction between Stratasys and Desktop Metal, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction (including anticipated synergies, projected financial information and future opportunities) and any other statements regarding Stratasys’ and Desktop Metal’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar expressions. All such forward-looking statements are based on current expectations of Stratasys’ and Desktop Metal’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Statements included in or incorporated by reference into this registration statement, of which this joint proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements. Stratasys and Desktop Metal caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Investors are cautioned not to place undue reliance on these forward-looking statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among other things:

Stratasys and Desktop Metal caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Merger and related transactions and the future results of Stratasys, Desktop Metal and the combined company. The forward-looking statements speak only as of the date of this joint proxy statement/prospectus, in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference into this joint proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. Readers are cautioned not to place undue reliance on forward-looking statements. Nothing in this joint proxy statement/prospectus should be construed as a profit forecast.

For further discussion of these and other risks, contingencies and uncertainties applicable to Stratasys and Desktop Metal, see the section entitled “Risk Factors” beginning on page 41 of this joint proxy statement/prospectus and in Stratasys’ and Desktop Metal’s other filings with the SEC incorporated by reference into this joint proxy statement/prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 221 for more information about the SEC filings incorporated by reference into this joint proxy statement/prospectus.

All subsequent written or oral forward-looking statements concerning the Merger or other matters addressed in this joint proxy statement/prospectus and attributable to Stratasys or Desktop Metal or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Stratasys nor Desktop Metal is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as may be required by law. Stratasys and Desktop Metal and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this joint proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed.

The following constitutes a summary of the material risks relevant to the Merger, the combined company after the Merger, and each of Stratasys’ and Desktop Metal’s respective businesses:

Risks relating to the respective businesses of Stratasys and Desktop Metal are described in their respective annual reports, as specifically incorporated by reference in this joint proxy statement/prospectus.

In deciding whether to vote for the adoption of the Merger Agreement, in the case of Desktop Metal stockholders, or the approval of the Stratasys Merger-related proposal, in the case of Stratasys shareholders, you are urged to carefully read and consider all of the information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statements Regarding Forward-Looking Statements,” all of the information incorporated herein by reference as described in the section entitled “Where You Can Find More Information,” including the risks associated with the respective businesses of Stratasys and Desktop Metal, and the following material risks relating to the Merger and the business of the combined company.

At the effective time of the Merger of the Merger, each share of Desktop Metal Class A common stock outstanding immediately prior to the Merger, other than excluded shares (as defined in the section entitled “The Merger Consideration” beginning on page 90), will be converted automatically into the right to receive 0.123 Stratasys ordinary shares. This exchange ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Stratasys ordinary shares or Desktop Metal Class A common stock. The market price of Stratasys ordinary shares and, as a result, the value of the consideration that Desktop Metal stockholders may receive pursuant to the Merger Agreement, has been fluctuating since the date that the Merger Agreement was executed and publicly announced and may continue to fluctuate through the date of the completion of the Merger.

Accordingly, upon the completion of the Merger and the issuance of the Stratasys ordinary shares to the Desktop Metal stockholders, the market price of the Stratasys ordinary shares that will be issued to the Desktop Metal stockholders as the Merger consideration could be greater than, less than or the same as the market price of Stratasys ordinary shares on the date the Merger Agreement was executed, on the date of this joint proxy statement/prospectus or on the date of the stockholder/shareholder meetings. Share price changes may result from a variety of factors, including, among others, changes in Stratasys’ or Desktop Metal’s respective businesses, operations or prospects; legislative, regulatory and legal developments in the 3D printing and additive manufacturing industries; general market, industry and economic conditions; shareholder litigation relating to the Merger or otherwise relating to Stratasys or to Desktop Metal; and market assessments of the likelihood that the Merger will be completed. Because the value of the consideration will depend on the market price of Stratasys ordinary shares at the time the Merger is completed, Desktop Metal stockholders will not know or be able to determine at the time of the Desktop Metal stockholder meeting the market value of the Merger consideration they may receive upon completion of the Merger. Similarly, Stratasys shareholders will not know or be able to determine at the time of the Stratasys EGM the market value of the consideration to be paid to the Desktop Metal stockholders in the form of issuance of Stratasys ordinary shares pursuant to the Merger Agreement compared to the market value of the shares of Desktop Metal Class A common stock that are being exchanged. You are urged to obtain current market quotations for Stratasys ordinary shares and Desktop Metal Class A common stock in determining whether to vote for approval of the Stratasys Merger-related proposal, including the share issuance, in the case of Stratasys shareholders or for the adoption of the Merger Agreement in the case of Desktop Metal stockholders. In addition, see the section entitled “Comparative Per Share Market Price Information” beginning on page 37.

The Merger is subject to a number of conditions that must be satisfied or waived, in each case, prior to the completion of the Merger, as specified in the Merger Agreement. These conditions are described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 25. These conditions to the completion of the Merger, some of which are beyond the control of Stratasys and Desktop Metal, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

Additionally, either Stratasys or Desktop Metal may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Merger is not completed by February 25, 2024 (subject, under certain circumstances, to extension to May 25, 2024 or August 25, 2024).

If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Desktop Metal may be required to pay Stratasys a termination fee of $18,600,000 or an expense reimbursement in an amount not to exceed $10,000,000, including certain circumstances in which the Desktop Metal board of directors effects a change of recommendation (as described in the section entitled “The Merger Agreement—Changes in Recommendation of the Board of Directors of Stratasys or Desktop Metal” beginning on page 153) or Desktop Metal enters into an agreement with respect to an Acquisition Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation” beginning on page 151) following the termination of the Merger Agreement. In addition, if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, Stratasys may be required to pay Desktop Metal a termination fee of $19,000,000 or $32,500,000 or an expense reimbursement in an amount not to exceed $10,000,000, including certain circumstances in which the Stratasys board of directors effects a change of recommendation or Stratasys enters into an agreement with respect to an Acquisition Proposal following the termination of the Merger Agreement. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 161 and the section entitled “The Merger Agreement—Termination Fees and Expense Reimbursement” beginning on page 163 for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Stratasys or Desktop Metal.

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others, receipt of the approval of Desktop Metal stockholders of the Desktop Metal Merger Agreement proposal and the approval of Stratasys shareholders of the Stratasys Merger-related proposal; the expiration or termination of the waiting periods applicable to the Merger under the HSR Act; obtaining all required approvals under antitrust (including, if required, from the Competition and Markets Authority of the United

Kingdom) and foreign direct investment laws of certain jurisdictions (including, to the extent required, Germany and Italy); making certain additional regulatory filings, including with the Committee on Foreign Investment in the United States, or CFIUS, and pursuant to 22 C.F.R. Section 122.4(b) of the International Traffic in Arms Regulations; approval for listing on Nasdaq the Stratasys ordinary shares to be issued pursuant to the Merger Agreement; the effectiveness of the registration statement on Form F-4 of which this joint proxy statement/prospectus forms a part and the absence of a stop order or proceedings seeking a stop order; absence of any order, injunction (temporary or permanent) or decree or other similar legal restraint issued by any court or governmental entity of competent jurisdiction enjoining, preventing, prohibiting or making illegal the consummation of the Merger; the truth and correctness of the representations and warranties of the parties to the Merger Agreement (subject to certain materiality qualifiers); the performance or compliance in all material respects by each party with the obligations and covenants required to be performed or complied with by it under the Merger Agreement at or prior to the closing date; and the receipt by each party of a certificate signed on behalf of the Chief Executive Officer or the Chief Financial Officer of the other party certifying as to certain matters. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction. No assurance can be given that the required stockholder, shareholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all such consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose burdensome conditions on or require divestitures relating to the divisions, operations or assets of Stratasys or Desktop Metal or may impose requirements, limitations or costs or place restrictions on the conduct of Stratasys’ or Desktop Metal’s businesses. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Stratasys and Desktop Metal expect to achieve if the Merger is successfully completed within its expected time frame. For more information, see the sections entitled “The Merger Agreement—Reasonable Best Efforts and Regulatory Approvals” and “The Merger Agreement—Conditions to Completion of the Merger.”

Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by CFIUS.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’ jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure”, and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

CFIUS will review the Merger and could choose to review past or proposed transactions involving new or existing foreign investors in Stratasys or Desktop Metal. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and there can be no assurances that conditions imposed by CFIUS will be acceptable to the parties to the Merger or their respective investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by foreign investors (including, but not limited to, limits on purchasing ordinary shares issued in the Merger, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture).

If the Merger is not completed on a timely basis, or at all, for any reason, including as a result of Stratasys shareholders failing to approve the Stratasys Merger-related proposal, including the share issuance, or Desktop Metal stockholders failing to adopt the Merger Agreement, Stratasys’ and Desktop Metal’s respective share and stock prices could be adversely effected, their respective ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the Merger, Stratasys and Desktop Metal would be subject to a number of risks, including the following:

In addition to the above risks, if the Merger Agreement is terminated and either party’s board of directors seeks an alternative transaction, such party’s shareholder or stockholders, as applicable, cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the Merger.

Stratasys is currently subject to litigation in Israel initiated by Nano in which Nano is challenging the validity, under Israeli law, of Stratasys’ shareholder rights plan. The Israeli courts have not previously ruled on the legality of a shareholder rights plan or so-called “poison pill” under the Israeli Companies Law. On July 18, 2023, in the context of an interim procedural decision, the court expressed its preliminary view that: it is inclined to rule that rights plans are permissible under Israeli law; the adoption of a rights plan by a board should be viewed “with suspicion”; a board bears the burden of proving that it was informed, that it acted in good faith, that experts were consulted, and that it considered the interests of the company and its shareholders, rather than acting for the sake of entrenching itself, when adopting a shareholder rights plan. While this interim ruling opens the way for a potential final court ruling that Stratasys’ shareholder rights plan was valid and validly adopted, there can be no assurance that the Israeli court will determine that the Stratasys board of directors actually met the requisite burden of proof for upholding such validity.

In addition to its legal challenge to Stratasys’ shareholder rights plan, Nano may also launch, in the future, a hostile tender offer that may be similar to the Nano Tender Offer that it launched on May 25, 2023 and that expired on July 31, 2023, pursuant to which it may seek to acquire Stratasys ordinary shares which, together with any Stratasys ordinary shares that it already owns, may represent a majority or, even if less than a majority, a significant percentage of the outstanding Stratasys ordinary shares.

Nano may also utilize its rights pursuant to the provisions of the Israeli Companies Law to demand, as a greater-than 5% shareholder, to call an extraordinary general meeting of shareholders at which the removal of some or all of Stratasys’ then-incumbent directors and the election of Nano’s nominees in their stead would be on the agenda. The relevant majority for approval of any such proposal would be an ordinary majority of shares represented in person or by proxy and voting at a general meeting, without excluding the shares of interested shareholders. If Nano were to hold a substantial portion of Stratasys or ordinary shares of the combined company when doing so, Nano’s votes in favor of such a proposal would give it an advantage in having the proposal approved.

To the extent that the Israeli court invalidates Stratasys’ shareholder rights plan, declares or provides any further remedies to Nano that facilitate, and thereby allow, Nano to launch a new tender offer that is similar to the expired Nano Tender Offer, that may result in Nano having another opportunity to attempt to become a majority or significant shareholder of Stratasys or the combined company. Nano would then have significant ability to impact the operations of Stratasys or the combined company. Similarly, if Nano succeeds in the future in replacing any of Stratasys’ or the combined company’s directors, that would also give it significant influence over the management and policies of Stratasys or the combined company. Either or both of those outcomes would enable Nano to influence the operations of Stratasys or the combined company for its own interests, which may be to the detriment of Stratasys’ or the combined company’s public/minority shareholders. Nano could use its voting power, whether as a substantial (or even controlling) shareholder or on the Stratasys board, to vote against or otherwise prevent the completion of the Merger, or, if the Merger is already complete, to significantly influence the policies of the combined company in a manner that benefits Nano and adversely impacts the combined company and its results of operations in a material way. Nano’s possession of a substantial or controlling interest in Stratasys or the combined company could also adversely impact trading in Stratasys’ or the combined company’s ordinary shares and liquidity for Stratasys’ or the combined company’s public/minority shareholders, potentially causing a decline in the value of public shareholders’ investment in Stratasys and/or the combined company.

After the date of the Merger Agreement and prior to the effective time, the Merger Agreement restricts Stratasys and Desktop Metal from taking specified actions without the consent of the other party (which consent may not be unreasonably withheld or delayed) and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course consistent with past practice in all material respects. These restrictions may prevent Stratasys or Desktop Metal from making appropriate changes to their respective businesses or organizational

structures or from pursuing attractive business opportunities that may arise prior to the completion of the Merger and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Effective Time” beginning on page 148.

The Merger will happen only if certain conditions are met including, among other conditions, the approval of the Merger Agreement proposal by Desktop Metal stockholders, the approval of the Stratasys Merger-related proposal by Stratasys shareholders and the receipt of regulatory approvals. Many of the conditions are outside the control of Stratasys and/or Desktop Metal, and both parties also have certain rights to terminate the Merger Agreement. Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty may cause customers, suppliers, vendors, strategic partners or others that deal with Stratasys and/or Desktop Metal to delay or defer entering into contracts with Stratasys and/or Desktop Metal or making other decisions concerning Stratasys and/or Desktop Metal or seek to change or cancel existing business relationships with Stratasys and/or Desktop Metal, which could negatively affect Stratasys’ and Desktop Metal’s respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of Stratasys and Desktop Metal, regardless of whether the Merger is ultimately completed.

The success of the Merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Stratasys and Desktop Metal may experience uncertainty about their future role with Stratasys and Desktop Metal until strategies with regard to these employees are announced or executed, which may impair Stratasys’ and Desktop Metal’s ability to attract, retain and motivate key management, technical, business development, operational and customer-facing employees and other personnel prior to and following the Merger. If Stratasys and Desktop Metal are unable to retain personnel, Stratasys and Desktop Metal could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

If key employees of Stratasys or Desktop Metal depart, the integration of the companies may be more difficult and the combined company’s business following the Merger may be harmed. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Stratasys or Desktop Metal, and the combined company’s ability to realize the anticipated benefits of the Merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company. Accordingly, no assurance can be given that the combined company will be able to attract or retain key employees of Stratasys and Desktop Metal to the same extent that those companies have been able to attract or retain their own employees in the past.

When considering the recommendations of the boards of directors of Stratasys or Desktop Metal, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, Stratasys shareholders and Desktop Metal stockholders should be aware that certain of the directors and executive officers of each of Stratasys and Desktop Metal may have interests in the Merger and have arrangements that are different from, or in addition to, those of Stratasys shareholders and Desktop Metal stockholders generally. These interests and arrangements may create potential conflicts of interest.

With respect to certain directors and executive officers of Stratasys, these interests and arrangements include the continued employment of such executive officers by Stratasys after the Merger and the continued service of certain of such

directors on the board of directors of Stratasys after the Merger. The Stratasys board of directors was aware of these interests and considered these interests, among other matters, when it approved and declared advisable the Merger Agreement and the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement and recommended that Stratasys shareholders approve the issuance of the Stratasys ordinary shares to the shareholders of Desktop Metal stockholders as consideration in the Merger pursuant to the terms of the Merger Agreement. The interests of certain of Stratasys’ directors and executive officers are described in more detail in the section entitled “Interests of Stratasys’ Directors and Executive Officers in the Merger” beginning on page 180.

With respect to directors and executive directors of Desktop Metal, these interests and arrangements include the continued employment of certain executive officers by the combined company, the appointment of certain Desktop Metal directors as directors of the combined company, the treatment in the Merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements and the right to continued indemnification of former Desktop Metal directors and officers by the combined company. The Desktop Metal board of directors was aware of these interests and considered these interests, among other matters, when it approved and declared advisable the Merger Agreement, the Merger and the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement, determined that the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement were fair to, and in the best interests of, Desktop Metal and Desktop Metal stockholders and recommended that Desktop Metal stockholders adopt the Merger Agreement. The interests of Desktop Metal directors and executive officers are described in more detail in the section entitled “Interests of Desktop Metal’s Directors and Executive Officers in the Merger” beginning on page 181.

Stratasys or Desktop Metal may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the Merger. Stratasys and Desktop Metal currently expect to evaluate the materiality of any waiver and its effect on Stratasys shareholders or Desktop Metal stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting instruction forms is required in light of such waiver. Any determination whether to waive any condition to the Merger or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Stratasys or Desktop Metal, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The Merger Agreement contains “no shop” provisions that restrict Desktop Metal’s or Stratasys’ ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation” beginning on page 151):

Furthermore, there are only limited exceptions to the requirement under the Merger Agreement that neither Desktop Metal’s or Stratasys’ board of directors effect a change in recommendation (as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 146). Although each party’s board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to an Acquisition Proposal if it determines in good faith judgment, after consulting with its outside financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, its doing so would entitle the other party to terminate the Merger Agreement and collect a termination fee. For more information, see the sections titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 161 and “The Merger Agreement—Termination Fees and Expense Reimbursement” beginning on page 163.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or Merger, even if it were prepared to pay consideration with a higher value than that implied by the Merger consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Stratasys and Desktop Metal have incurred and expect to incur a number of non-recurring costs associated with the Merger. These costs and expenses include fees paid to financial, legal and accounting advisors, systems consolidation costs, severance and other potential employment-related costs, including payments that may be made to certain Stratasys executives and certain Desktop Metal executives, filing fees, printing expenses and other related charges. Some of these costs are payable by Stratasys and Desktop Metal regardless of whether the Merger is completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of the two companies’ businesses. While both Stratasys and Desktop Metal have assumed that a certain level of expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be additional unanticipated significant costs in connection with the Merger that the combined company may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income Stratasys and Desktop Metal expect to achieve from the Merger. Although Stratasys and Desktop Metal expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

Stratasys and Desktop Metal have received opinions from their respective financial advisors in connection with the signing of the Merger Agreement but have not obtained, nor will obtain, from their respective financial advisors updated opinions regarding the fairness, from a financial point of view, of the Merger consideration as of the date of this joint proxy statement/prospectus or prior to the completion of the Merger. Changes in the operations and prospects of Desktop Metal or Stratasys, general market and economic conditions and other factors that may be beyond the control of Desktop Metal and Stratasys, and on which Desktop Metal’s and Stratasys’ financial advisors’ opinions were based, may significantly alter the value of Desktop Metal or Stratasys or the prices of the shares of Desktop Metal Class A common stock or the prices of the Stratasys ordinary shares by the time the Merger is completed. The financial advisors’ opinions do not speak as of any date other than the respective dates of such opinions. Because Stratasys and Desktop Metal do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the Merger consideration or the exchange ratio, as applicable, from a financial point of view at the time the Merger is completed. The Stratasys board of directors’ recommendation that Stratasys shareholders vote “FOR” the Stratasys Merger-related proposal and each of the other Stratasys proposals and the Desktop Metal board of directors’ recommendation that the Desktop Metal stockholders vote “FOR” the Desktop Metal Merger Agreement proposal, the Desktop Metal compensation proposal and the Desktop Metal adjournment proposal, however, is made as of the date of this joint proxy statement/prospectus.

For a more complete description of the above-described opinions, please refer to “The Merger—Opinion of Stratasys’ Financial Advisor” beginning on page 118 and “The Merger—Opinion of Desktop Metal’s Financial Advisor” beginning on page 124. A copy of the opinion of Stifel, Desktop Metal’s financial advisor, is attached as Annex D to this joint proxy statement/prospectus, and a copy of the opinion of J.P. Morgan, Stratasys’ financial advisor, is attached as Annex C to this joint proxy statement/prospectus, and each is incorporated by reference herein in its entirety.

The unaudited financial forecasts included in this joint proxy statement/prospectus were provided by Stratasys and/or Desktop Metal to their respective boards of directors and financial advisors in connection with each party’s consideration of the Merger Agreement. Such unaudited financial forecasts were prepared based on assumptions regarding future revenues, operating cash flows, expenditures, income and other variables that may not be realized in full, at all, or within projected timeframes and the combined company’s actual results may differ materially and adversely from the unaudited financial forecasts. The unaudited financial forecasts were not prepared with a view toward public disclosure. Neither Stratasys nor Desktop Metal undertakes any obligation to update any unaudited prospective financial information included in this joint proxy statement/prospectus except as may be required by applicable law. For more information, see the sections entitled “ Stratasys Unaudited Financial Forecasts” beginning on page 132 and “Desktop Metal Unaudited Financial Forecasts” beginning on page 134.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus has been prepared using the consolidated historical financial statements of Stratasys and Desktop Metal, is presented for illustrative purposes only, and should not be considered to be an indication of the results of operations or financial condition of the combined company following the Merger and the other transactions contemplated by the Merger Agreement (which, together with the Merger, are referred to collectively as the transactions). In addition, the pro forma financial information included in this joint proxy statement/prospectus is based in part on certain assumptions regarding the transactions. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the completion of the transactions. Accordingly, the historical and pro forma financial information included in this joint proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Stratasys and Desktop Metal operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion of the transactions. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 165.

Desktop Metal has contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require Desktop Metal to obtain consent from such counterparties in connection with the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue and may lose rights that are material to its business and the business of the combined company. In addition, third parties with whom Desktop Metal currently has relationships may terminate or otherwise reduce the scope of their relationship with Desktop Metal in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger Agreement.

Shareholder lawsuits are often brought against public companies that have entered into merger agreements, and each of Stratasys and Desktop Metal has been named in shareholder lawsuits in connection with the Merger and their respective shareholder rights plans. In addition, Stratasys has been subject to litigation filed by Nano Dimension related to the recently-expired Nano Tender Offer and the validity of Stratasys’ existing shareholder rights plan. As the validity of shareholders’ rights plans is a matter of first impression in Israeli courts, it is difficult to predict the Israeli courts’ ruling in response to a challenge of the plan’s validity, and there is therefore no assurance that Stratasys’ existing shareholder rights plan will be triggered in response to a potential future tender offer by Nano that may be similar to the recently-expired Nano Tender Offer. While an interim Israeli court ruling on July 18, 2023 opens the way for a potential final court ruling that Stratasys’ shareholder rights plan was valid and validly adopted, there can be no assurance that the Israeli court will determine that the Stratasys board of directors actually met the requisite burden of proof for upholding such validity. Even if any of the foregoing lawsuits are determined to be without merit, defending against these claims can result in substantial costs and divert management time and resources. Additional lawsuits filed in connection with the Merger against Stratasys, Desktop Metal, Merger Sub and/or their respective directors and officers could prevent or delay the consummation of the Merger, including through an injunction, and result in additional costs to Stratasys and Desktop Metal. In addition, the costs of defending against the litigation, even if resolved in Stratasys’ or Desktop Metal’s favor, could be substantial, and such litigation could distract Stratasys or Desktop Metal from its focus on consummation of the Merger. An adverse ruling in any such litigation may cause the Merger to be delayed or not to be completed, which could cause Stratasys and Desktop Metal not to realize some or all of the anticipated benefits of the Merger. The results, defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is consummated may cause financial and other damage and may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Stratasys and Desktop Metal cannot currently predict the outcome of or reasonably estimate the possible loss or range of loss from any lawsuits or claims.

For information with respect to the foregoing lawsuits and any other existing lawsuits relating to the Merger and Nano Tender Offer, see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 141. Additional lawsuits may be filed in connection with the Merger and the Nano Tender Offer in the future.

Upon consummation of the Merger, the rights of Desktop Metal stockholders, who will become shareholders of Stratasys, will be governed by Stratasys’ amended and restated articles of association. The rights associated with Desktop Metal Class A common stock are different from the rights associated with Stratasys ordinary shares. See the section entitled “Comparison of Stockholders’/Shareholders’ Rights” beginning on page 201 for a discussion of these differences.

As an inducement to Stratasys entering into the Merger Agreement, on May 25, 2023, (a) Ric Fulop, Desktop Metal’s Chief Executive Officer, (b) KPCB Holdings, Inc., as nominee, Kleiner Perkins Caufield & Byers XVI, LLC, KPCB XVI Founders Fund, LLC, Kleiner Perkins Caufield & Byers XVII, LLC and KPCB XVII Founders Fund, LLC (collectively, “KPCB”), (c) Khaki Campbell Trust, (d) Bluebird Trust(e) Jonah Myerberg, (f) Audra Myerberg, (g) Wen Hsieh and (h) Red Tailed Hawk Trust, who collectively beneficially own shares representing approximately 19% of the voting power of Desktop Metal, entered into voting and support agreements pursuant to which each has agreed to vote its shares in favor of the Merger. Accordingly, there is a higher likelihood that the necessary Desktop Metal stockholder approval of the Merger will be received regardless of how the remaining stockholders cast their votes, which could cause the Desktop Metal proposals to be approved even if they are not in the best interest of Desktop Metal’s public stockholders.

In recent years, shareholder activism has increased across public companies. Specifically, shareholder activists have proposed changes in the governance, strategic direction and operations of different public companies. While

shareholders’ activism might be, in certain cases, an efficient course of action taken by financial investors in order to enhance market efficiency and financial performance, other shareholders might have hostile intentions towards a company and may provoke actions which are intended to damage its business and reputation.

Shareholder activism in general, and hostile takeover attempts in particular, including proxy contests and tender offers, divert management’s and the Board’s attention and resources from the business and may (1) give rise to perceived uncertainties as to Stratasys’ future direction, (2) result in the loss of potential business opportunities, (3) limit its ability to raise funds, (4) make it more difficult to attract and retain qualified personnel for positions, and (5) impair Stratasys’ brand and reputation, any of which may materially and adversely affect its business, financial condition and results of operations.

Stratasys may also be required to incur significant expenses, including legal fees, related to such hostile takeovers, or shareholder activism matters. Further, Stratasys’ share price could be subject to significant fluctuations or otherwise be adversely affected by the events, risks and uncertainties associated with any shareholder activism in general, and hostile takeover attempts, in particular.

For additional information on the recently-expired Nano Tender Offer and certain other actions taken by Nano with respect to Stratasys, see the section entitled “The Merger Agreement—Background of the Merger” beginning on page 90.

Subject to the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Considerations of the Merger” below, it is intended that the Merger shall qualify for the Intended U.S. Tax Treatment. However, if the Merger does not qualify for the Intended U.S. Tax Treatment (and does not otherwise qualify for tax-deferred treatment under another Section of the Code), the Merger would be a taxable transaction to U.S. holders (as defined below under the section entitled “Material U.S. Federal Income Tax Considerations of the Merger—U.S. Holders”) of Desktop Metal Class a common stock. The closing of the Merger is not conditioned upon the receipt of an opinion of counsel or a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger, and no opinion of counsel or ruling from the IRS will be requested regarding such treatment. Accordingly, there can be no assurance that the IRS will not challenge the qualification of the Merger for the Intended U.S. Tax Treatment or that a court will not sustain such a challenge by the IRS.

In addition, Section 367(a) of the Code generally requires a U.S. holder of securities in a U.S. corporation to recognize gain (but not loss) when such securities are exchanged for stock or securities of a non-U.S. corporation in an exchange that would otherwise qualify for tax-deferred treatment unless certain conditions are met. One such condition is that the fair market value of Stratasys equals or exceeds the fair market value of Desktop Metal, as specifically determined for purposes of Section 367(a) of the Code, as of the closing of the Merger (the “fair market value requirement”). Determining the value of Stratasys and Desktop Metal for purposes of the fair market value requirement may require certain adjustments to be made on account of transactions occurring at, before or in connection with the Merger. For example, acquisitions by Stratasys made outside of the ordinary course of business during the 36 months preceding the Merger will be disregarded for purposes of the fair market value requirement unless such acquisitions either (i) consist of interests in certain foreign corporations or partnerships or (ii) do not consist of assets (or, as applicable, the proceeds thereof) that at the time of the Merger produce, or are held for the production of, passive income (as defined in the Treasury Regulations) and are not undertaken with a principal purpose of satisfying the fair market value requirement. In addition, under Treasury Regulations, for purposes of determining the fair market value of Desktop Metal, certain distributions made by (or deemed to be made by) Desktop Metal during the 36 months preceding the Merger (including certain repurchases of Desktop Metal shares, in connection with the Merger or otherwise, that are considered to be made prior to the relevant calculation time), would generally be added back to the value of Desktop Metal. At this time, there is significant uncertainty as to whether all of the conditions required to qualify for an exception to Section 367(a) of the Code will be met, in particular the fair market value requirement. In addition, whether the fair market value requirement is met cannot be known until following the closing of the Merger. U.S. holders are cautioned that the application of Section 367(a) of the Code to the Merger is complex and depends on factors that cannot be determined until following the closing of the Merger, as well as the interpretation of legal authorities which are not entirely clear and subject to change.

Additionally, there is limited guidance regarding the application of these requirements to facts similar to the Merger. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain (but not loss) as a result of the Merger or that a court will not agree with such a position of the IRS in the event of litigation.

The requirements for U.S. federal income tax deferral under the Intended U.S. Tax Treatment, and the consequences of Section 367(a) of the Code, for U.S. holders are discussed in more detail under the section entitled “Material U.S. Federal Income Tax Considerations of the Merger—U.S. Holders—The Merger.” Such requirements are highly complex and subject to uncertainty. If you are a U.S. holder exchanging Desktop Metal Class a common stock in the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, Stratasys, which is incorporated under the laws of Israel, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If Stratasys were to be treated as a U.S. corporation for U.S. federal income tax purposes, it would be liable for U.S. federal income tax on its income in the same manner as any other U.S. corporation, and the gross amount of any dividend payments to its non-U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations of the Merger—Non-U.S. Holders”) could be subject to U.S. withholding tax, depending on the application of any applicable income tax treaty that may apply to reduce such withholding taxes.

As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations of the Merger—U.S. Federal Income Tax Treatment of Stratasys—Tax Residence of Stratasys for U.S. Federal Income Tax Purposes,” Stratasys does not currently expect to be treated as a U.S. corporation for U.S. federal income tax purposes. However, the rules for determining ownership under Section 7874 of the Code are complex and subject to detailed rules and regulations (the application of which is uncertain in various respects and could be impacted by changes to applicable rules and regulations under U.S. federal income tax laws, with possible retroactive effect). In addition, whether the requirements for such treatment have been satisfied must be finally determined at the completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. Accordingly, there can be no assurance that the IRS would not assert that Stratasys should be treated as a U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court in the event of litigation.

If the IRS were to successfully challenge under Section 7874 of the Code Stratasys’ status as a non-U.S. corporation for U.S. federal income tax purposes, Stratasys and certain Stratasys shareholders may be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Stratasys and future withholding taxes on certain Stratasys shareholders, depending on the application of any applicable income tax treaty that may apply to reduce such withholding taxes.

In addition, even if Stratasys is not treated as a U.S. corporation pursuant to Section 7874 of the Code, Stratasys and certain of Stratasys’ affiliates and shareholders may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former Desktop Metal shareholders exceeds a threshold amount. If it were determined that Stratasys is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code, Stratasys and certain of Stratasys’ affiliates and shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid by Stratasys from preferential “qualified dividend income” rates, and the requirement that any U.S. corporation owned by Stratasys (including Desktop Metal and its subsidiaries) include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts that are treated as reductions in gross income if paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of Desktop Metal) may be subject to an excise tax on certain stock-based compensation, currently at a rate of 20%.

Section 7874 of the Code and the Treasury Regulations promulgated thereunder are highly complex and subject to uncertainty and change. All holders are urged to consult their tax advisors regarding the application of Section 7874 of the Code and the Treasury Regulations promulgated thereunder to the Merger.

The success of the Merger will depend on, among other things, the ability of Stratasys and Desktop Metal to combine their businesses in a manner that facilitates growth opportunities and realizes cost savings. Stratasys and Desktop Metal have entered into the Merger Agreement because each believes that the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of its shareholders or stockholders, respectively, and that combining the businesses of Stratasys and Desktop Metal will produce benefits and cost savings.

If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

Inability to realize the full extent of the anticipated benefits of the Merger and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the ordinary shares of the combined company after the completion of the Merger.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Stratasys and Desktop Metal expect and may take longer to achieve than anticipated. If Stratasys and Desktop Metal are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

Stratasys and Desktop Metal have operated and, until the completion of the Merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Stratasys employees or key Desktop Metal employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. In addition, due to the integration process, customers may be slow to award new business to the combined company or may not award new business to the combined company at all. Specifically, the following issues, among others, must be addressed in integrating the operations of Stratasys and Desktop Metal in order to realize the anticipated benefits of the Merger so the combined company performs as expected:

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.

Furthermore, the board of directors and executive leadership of the combined company will consist of former directors and executive officers from each of Stratasys and Desktop Metal. Combining the boards of directors and management teams of each company into a single board of directors and a single management team could require the reconciliation of differing priorities and philosophies.

Stratasys’ ability to achieve estimated cost and tax synergies in the expected timeframe, or at all, is subject to various assumptions by Stratasys’ management, which may or may not prove to be accurate, as well as the incurrence of costs in Stratasys’ operations that offset all or a portion of such cost synergies. As a consequence, Stratasys may not be able to realize all of these cost and tax synergies within the timeframe expected or at all. In addition, Stratasys may incur additional or unexpected costs in order to realize these cost and tax synergies. Stratasys’ ability to realize tax synergies is subject to uncertainties. See “—The IRS may not agree that Stratasys (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes or (ii) should not be treated as a “surrogate foreign corporation.” Failure to achieve the expected cost and tax synergies could significantly reduce the expected benefits associated with the Merger. In addition, Stratasys has incurred and will incur substantial expenses in connection with completion of the Merger, including the costs and expenses of preparing and filing the Registration Statement on Form F-4 that contains this joint proxy statement/prospectus with the SEC. Stratasys expects to continue to incur non-recurring costs associated with consummating the Merger, combining the operations of the two companies and achieving the desired cost synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of nonrecurring expenses will consist of transaction costs related to the Merger and include, among others, fees paid to financial, legal and accounting advisors, employee benefit costs and filing fees. Such costs, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of Stratasys following the completion of the Merger and many of these costs will be borne by Stratasys even if the Merger is not completed.

As a result of the Merger, the combined company may experience strain in relationships with customers and suppliers that may harm the combined company’s business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the Merger (whether or not contractual rights are triggered as a result of the Merger) or may decline to award new business to, or renew existing contracts or enter into new long-term agreements with, the combined company. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Merger or that the combined company will be able to attract new customers. If any of the customers or suppliers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, or if the combined company is unable to attract new customers, then the combined company’s business and results of operations may be harmed.

Desktop Metal stockholders currently have the right to vote in the election of the Desktop Metal board of directors and on other matters affecting Desktop Metal, and Stratasys shareholders have the right to vote in the election of the Stratasys board of directors and on other matters affecting Stratasys. Upon completion of the Merger, each Stratasys shareholder and each Desktop Metal stockholder will become a shareholder of the combined company with a percentage ownership of the combined company that is smaller than such shareholder’s or stockholder’s percentage ownership of Stratasys or Desktop Metal, as applicable, immediately prior to the Merger. As of the date of this joint proxy statement/prospectus, based on the exchange ratio of 0.123 and the estimated number of shares of Desktop Metal Class A common stock and Stratasys ordinary shares that will be outstanding immediately prior to the completion of the Merger, it is expected that, immediately after completion of the transaction, holders of Desktop Metal Class A common stock as of immediately prior to the completion of the Merger, will own, in the aggregate, approximately 41% of the issued and outstanding ordinary shares of the combined company and holders of Stratasys ordinary shares as of immediately prior to the completion of the Merger, will own, in the aggregate, approximately 59% of the issued and outstanding ordinary shares of the combined company. Consequently, current Stratasys shareholders in the aggregate will have less influence over the management and policies of the combined company than they currently have over the management and policies of Stratasys, and Desktop Metal stockholders in the aggregate will have significantly less influence over the management and policies of the combined company than they currently have over the management and policies of Desktop Metal.

If Nano is successful in its litigation against Stratasys in connection with Stratasys’ shareholder rights plan or otherwise succeeds at launching and completing an additional tender offer or otherwise acquiring additional ordinary shares of Stratasys or the combined company, if the Merger is successfully completed, Nano may continue to hold a substantial interest in the combined company’s voting equity. As such, Nano may have a degree of influence over the combined company’s business, including decisions regarding mergers, consolidations, the sale of all or substantially all of the combined company’s assets, election of directors, declaration of dividends and other significant corporate actions. As a holder of a substantial portion of the combined company’s ordinary shares, Nano may have influence over actions that are not in the best interests of the combined company or its other shareholders, particularly due to Nano’s status as a competitor of the combined company. The interests of Nano and any of its representatives that may be nominated and elected to the combined company’s board of directors may not be aligned with those of the combined company or its shareholders. Prior to the Merger, Stratasys’ board of directors, after consultation with its independent financial and legal advisors, unanimously determined that the recently-expired Nano Tender Offer was not in the best interests of Stratasys’ shareholders. In reaching its conclusion, the Stratasys board and its advisors reviewed and cited the terms of the tender offer, which they believed were opportunistic, coercive, and highly conditional.

After the Merger is completed, Nano may seek to maximize its own economic well-being at the potential expense of the combined company and its other shareholders. Because Nano operates in the same field as the combined company and is perceived as a competitor of Stratasys currently, there may be corporate opportunities presented to Nano’s representatives (if any) on the combined company’s board of directors for which those directors would have competing loyalties. If those directors do not prioritize their duty of loyalty to the combined company over their competing loyalties to Nano, the combined company may lose out on key opportunities. If any of the combined company’s other shareholders objects to any improper handling of corporate opportunities by Nano’s representatives (if any) on the combined company’s board of directors and brings a class action against the combined company to recover any profits unrightfully usurped by Nano or its representatives, such a lawsuit may distract the combined company’s board and management team, detract from the combined company’s business, and have a material adverse effect on the combined company’s results of operations and financial condition.

Further, Nano is presently embroiled in an internal litigation between Nano’s current management and certain of Nano’s shareholders who called into question the legitimacy of the current composition of Nano’s board of directors and management team, and consequently, Nano’s authority to have attempted the recently-expired Nano Tender Offer. Such dispute remains subject to adjudication in the Israeli courts. If Nano attempts in any way to gain control over the combined company before resolving such internal dispute, then the outcome of that litigation may

result in a change in Nano’s board of directors and/or management team that could impact the manner in which Nano treats its investment in the combined company. That, in turn, could lead to shifts in the market price of the combined company’s ordinary shares, which may cause losses for the combined company’s other shareholders’ investments in the combined company.

Although unsuccessful with the recently-expired Nano Tender Offer, if Nano were to launch and succeed in completing a future tender offer and the Merger is also completed, Nano could then continue to accumulate additional ordinary shares of the combined company on the open market at depressed market prices that do not reflect a control premium, thereby taking advantage of decreasing liquidity options for the combined company’s other shareholders as the combined company’s public float shrinks.

The reduced public float and weaker market for the combined company’s ordinary shares could also hurt the combined company’s ability to conduct future financings and Nano’s significant interest in the combined company could make it difficult for the combined company to lure attractive investors to finance or acquire the combined company. Even if the combined company manages to raise money in the public capital markers, the terms of any such financings could be less favorable to the combined company, given the substantial holdings of a competitor of the company.

The combined company may be exposed to continued and or additional litigation from shareholders, customers, suppliers, consumers and other third parties due to the combination of Stratasys’ business and Desktop Metal’s business as a result of, and following, the Merger, including from Nano, as described above. Shareholder activism, which could take many forms or arise in a variety of situations, (including in the event that Nano remains a substantial shareholder in the combined company, regardless of whether it successfully launches and completes a future tender offer) has been increasing recently and may continue to be carried out with respect to the combined company. Such litigation, or shareholder activism, including but not limited to potential proxy contests and unsolicited tender offers, monetary and other law suits may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s ordinary course of business. Stratasys and/or Desktop Metal may also be targets of securities class actions and derivative lawsuits in the future. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the merger or seek monetary relief from such companies. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

Upon completion of the Merger, Desktop Metal stockholders who receive merger consideration will become Stratasys shareholders. Stratasys’ and Desktop Metal’s businesses differ and, accordingly, the financial position or results of operations and/or cash flows of Stratasys after the Merger, as well as the market price of Stratasys ordinary shares, may be affected by factors that are different from those currently affecting the financial position or results of operations and/or cash flows of Desktop Metal. Following the completion of the Merger, Desktop Metal will be part of a larger company, so decisions affecting Desktop Metal may be made in respect of the larger combined business as a whole rather than the Desktop Metal businesses individually. For a discussion of the businesses of Stratasys and Desktop Metal and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find Additional Information” beginning on page 221.

Based on the number of shares of Desktop Metal Class A common stock outstanding as of May 24, 2023 and the number of outstanding Desktop Metal equity awards estimated to be payable in Stratasys ordinary shares following the Merger, Stratasys expects to issue up to approximately 43,195,329 Stratasys ordinary shares (including

shares underlying Desktop Metal RSAs, Desktop Metal RSU Awards and Desktop Metal Options that have not yet vested or that have that not yet been exercised, as applicable) in connection with the Merger. Following their receipt of ordinary shares of the combined company in the Merger, former Desktop Metal stockholders may seek to sell the ordinary shares of the combined company delivered to them, and the Merger Agreement contains no restriction on the ability of former Desktop Metal stockholders to sell such ordinary shares following completion of the Merger. Other combined company shareholders— including Nano, which has publicly announced that it is considering selling its Stratasys ordinary shares— may also seek to sell Stratasys or ordinary shares of the combined company held by them following, or in anticipation of, completion of the Merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of Stratasys ordinary shares, may adversely affect the market for, and the market price of, Stratasys ordinary shares.

The market price of Stratasys ordinary shares may decline as a result of the transaction if, among other things, the combined company is unable to achieve its business and financial targets, or if the cost savings estimates in connection with the integration of Stratasys’ and Desktop Metal’s businesses are not realized or if the transaction costs related to the transaction are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by the market or if the effect of the transaction on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

Stratasys intends to retain all available funds and any future earnings to fund the development and growth of the combined company. Therefore, Stratasys currently does not expect to declare dividends on Stratasys ordinary shares and has not done so in the past. Any determination to declare or pay dividends in the future will be at the discretion of the Stratasys board of directors, subject to relevant laws and dependent on a number of factors, including Stratasys’ earnings, capital requirements and overall financial condition. Therefore, for the foreseeable future, the only opportunity for Desktop Metal stockholders, or Stratasys shareholders, to achieve a return on the Stratasys ordinary shares, including ordinary shares received as Merger consideration, may be if the market price of Stratasys ordinary shares appreciates and shares, including those received as Merger consideration, are sold at a price higher than the implied value of the Merger consideration. The market price for Stratasys ordinary shares may not appreciate and may fall below the implied value of the share consideration.

As a foreign private issuer under the Exchange Act, Stratasys is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, Stratasys is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of Stratasys board of directors and Stratasys’ officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Stratasys than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Stratasys in accordance with Israeli law, which may differ in scope, substance or timing from such disclosure requirements under the Exchange Act.

Furthermore, as a foreign private issuer, Stratasys is also permitted, and intends to continue, to follow certain home country corporate governance practices instead of those otherwise required under the Listing Rules of the Nasdaq Stock Market for domestic U.S. issuers. Stratasys has informed Nasdaq that it follows home country practice

in Israel with regard to, among other things, the quorum requirements for shareholder meetings (allowing for a 25% instead of a 33 and 1/3% quorum level for shareholder meetings). Following its home country governance practices as opposed to the requirements that would otherwise apply to a United States company listed on The Nasdaq Global Select Market may provide shareholders in the combined company with less protection than they would have as stockholders of Desktop Metal, as a domestic U.S. company.

Stratasys’ status as a foreign private issuer is subject to an annual review and test, and will be tested again as of June 30, 2023 (the last business day of its second fiscal quarter of 2023). If it loses its status as a foreign private issuer, Stratasys will no longer be exempt from such rules. Among other things, beginning on January 1, 2024, it would be required to file periodic reports and financial statements on a periodic basis (including both an annual report in respect of 2023 and quarterly reports in respect of each of the quarters of 2024) as if we were a company incorporated in the U.S., which, among other things, would result in increased compliance and reporting costs to the combined company.

Accordingly, if Stratasys remains a foreign private issuer after the Merger, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the Nasdaq corporate governance requirements. See the section entitled “Governance of the Combined Company after the Merger—Certain exemptions from Nasdaq corporate governance requirements” beginning on page 140 for a discussion of Stratasys’ corporate governance practices that differ from those followed by issuers that are not foreign private issuers under Nasdaq listing standards.

The combined company will be organized in Israel. A substantial portion of its officers and directors reside outside of the United States, and a substantial portion of its assets is located outside of the United States. Therefore, a judgment obtained against the combined company or any of its executive officers and directors in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may be difficult to enforce (if at all) by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. See “Enforceability of Civil Liabilities” on page 216 of this joint proxy statement/prospectus.

Stratasys is organized under Israeli law. The rights and responsibilities of the holders of its ordinary shares are governed by its amended and restated articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of stockholders in typical U.S.-based corporations like Desktop Metal. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and interested party transactions requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations. See also the section entitled “Comparison of Stockholders’/Shareholders’ Rights” beginning on page 201 for a discussion of these differences.

Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the

shareholders of both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights.

Furthermore, Israeli tax considerations may make potential transactions unappealing to the combined company or to its shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions.

Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred.

These and other similar provisions could delay, prevent or impede an acquisition of the combined company or its merger with another company, even if such an acquisition or merger would be beneficial to the combined company or to its shareholders.

If a U.S. holder (as defined under the section entitled “Material U.S. Federal Income Tax Considerations of the Merger” below) is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the stock of Stratasys, such holder may be treated as a “United States shareholder” (as defined in Section 951 of the Code) with respect to each of Stratasys and its direct and indirect subsidiaries (the “Stratasys Group”) that is a “controlled foreign corporation” (a “CFC”), for U.S. federal income tax purposes. Stratasys’ non-U.S. subsidiaries could be treated as CFCs regardless of whether Stratasys is treated as a CFC.

Certain United States shareholders of a CFC may be required to report annually and include in their U.S. federal taxable income their pro rata share of the CFC’s “Subpart F income” and, in computing their “global intangible low-taxed income,” take into account their pro rata share of the CFC’s “tested income”, and include in their U.S. federal taxable income their pro rata share of the CFC’s earnings and profits invested in certain U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the CFC regardless of whether such CFC makes any distributions.

No assurance can be provided that Stratasys will assist holders in determining whether it or any of its non-U.S. subsidiaries is treated as a CFC or whether any holder is treated as a United States shareholder with respect to any of such CFCs or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with respect to such CFCs. U.S. holders of Stratasys ordinary shares are strongly encouraged to consult their tax advisors regarding the potential application of these rules to them.

A non-U.S. corporation generally will be treated as a PFIC, for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Based on the current and projected composition of Stratasys’ income and assets and the expected value of Stratasys’ assets, Stratasys does not expect to be treated as a PFIC for its taxable year that includes the date of the completion of the Merger.

However, the tests for determining PFIC status are fundamentally factual in nature, depend on the application of complex U.S. federal income tax rules that are subject to differing interpretations and generally cannot be

determined until after the close of the taxable year in question, and it is difficult to predict accurately future income and assets relevant to this determination. Such determination depends on, among other things, the composition of Stratasys’ income and assets, and the market value of its and its subsidiaries’ shares and/or assets (as applicable). Changes in the composition of Stratasys’ income or composition of Stratasys’ or any of its subsidiaries’ assets may cause Stratasys to be or become a PFIC for the taxable year that includes the Merger or in any subsequent taxable years. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and there can be no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Therefore, no assurances can be provided that Stratasys will not be a PFIC in the taxable year that includes the Merger or for any taxable year.

If Stratasys is a PFIC for any taxable year, a U.S. holder (as defined under the section entitled “Material U.S. Federal Income Tax Considerations of the Merger”) of Stratasys ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see the section entitled “Material U.S. Federal Income Tax Considerations of the Merger—U.S. Holders—Ownership of Stratasys Ordinary Shares—Passive Foreign Investment Company Rules.” U.S. holders of Stratasys ordinary shares are strongly encouraged to consult their tax advisors regarding the potential application of these rules to Stratasys and the ownership of Stratasys ordinary shares.

Stratasys’ business is and will continue to be subject to the risks described in the sections entitled “Risk Factors” in the Stratasys 2022 Form 20-F and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 221 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Desktop Metal’s business is and will continue to be subject to the risks described in the sections entitled “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 221 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Stratasys is a global leader in polymer-based 3D printing solutions, which it provides at every stage of the product life cycle, with multiple technologies and complete solutions for superior application fit, across industrial, healthcare and consumer fields. Stratasys focuses, in particular, on polymer 3D printing solutions that address the fastest-growing manufacturing solutions, which it views as the biggest potential growth opportunity in the 3D printing industry. Leveraging distinct competitive advantages that include a broad set of best-in-class 3D printing platforms, software, materials and technology partner ecosystems, innovative leadership, and a global GTM infrastructure, Stratasys is positioned to further expand its leadership in this significant and growing global marketplace Stratasys is a public company incorporated in Israel and operates under the Israeli Companies Law. Stratasys has dual headquarters. Its registered office and one of its two principal places of business is located at 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 76124, Israel, and its telephone number at that office is (+972)-74-745-4314. Stratasys’ other principal place of business is located at 7665 Commerce Way, Eden Prairie, Minnesota 55344, and its telephone number there is (952) 937-3000.

Stratasys ordinary shares are listed on Nasdaq under the ticker symbol “SSYS.”

For more information about Stratasys, please visit Stratasys’ Internet website at https://Stratasys.com. Stratasys’ Internet website address is provided as an inactive textual reference only. The information contained on Stratasys’ Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Stratasys is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 221.

Tetris Sub Inc., referred to as Merger Sub, a Delaware corporation and a wholly owned subsidiary of Stratasys, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into Desktop Metal, with Desktop Metal surviving the Merger as a wholly owned subsidiary of Stratasys. Merger Sub’s principal executive office is located at c/o Stratasys Ltd., 7665 Commerce Way, Eden Prairie, Minnesota, 55344, and its telephone number is (952) 937-3000.

Desktop Metal, Inc. is pioneering a new generation of additive manufacturing technologies focused on Additive Manufacturing 2.0, the volume production of end-use parts. Founded in 2015, Desktop Metal offers a comprehensive portfolio of integrated additive manufacturing solutions comprised of hardware, software, materials and services with support for metals, polymers, elastomers, ceramics, sands, composites, wood and biocompatible materials. Desktop Metal’s solutions span use cases across the product life cycle, from product development to mass production and aftermarket operations, and they address an array of industries, including automotive, healthcare and dental, consumer products, heavy industry, aerospace, machine design and research and development. Desktop Metal’s headquarters is 63 Third Avenue, Burlington, Massachusetts, 01803, and its telephone number is +1 (978) 224-1244.

Desktop Metal’s common stock is listed on the New York Stock Exchange under the trading symbol “DM.”

For more information about Desktop Metal, please visit Desktop Metal’s Internet website at http://www.desktopmetal.com. Desktop Metal’s internet website address is provided as an inactive textual reference only. The information contained on Desktop Metal’s internet website or accessible through it (other than the documents incorporated by reference herein) do not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Desktop Metal is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 221.

This joint proxy statement/prospectus is being mailed on or about August 28, 2023, to holders of record of Stratasys ordinary shares as of the close of business on August 24, 2023, and constitutes notice of the Stratasys Extraordinary General Meeting, or the Stratasys EGM, in conformity with the requirements of the Israeli Companies Law and Stratasys’ articles of association.

This joint proxy statement/prospectus is being provided to Stratasys shareholders as part of a solicitation of proxies by the Stratasys board of directors for use at the Stratasys EGM, and at any adjournments or postponements of the Stratasys EGM. Stratasys shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Stratasys EGM will be held on Thursday, September 28, 2023, beginning at 3:00 p.m., Israel time/ 8:00 a.m. Eastern time, at Stratasys’ Israeli external legal counsel, Meitar Law Offices at 16 Abba Hillel Road, 10^th Floor, Ramat Gan, 5250608, Israel.

The agenda items to be presented at the Stratasys EGM are as follows, each as further described in this joint proxy statement/prospectus:

The foregoing proposals to be presented at the Stratasys EGM are referred to collectively as the Stratasys proposals.

After careful consideration, the Stratasys board of directors, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, Stratasys and its shareholders, and (ii) directed that the Stratasys Merger-related proposal and other Stratasys proposal be submitted to Stratasys shareholders for their approval.

The Stratasys board of directors furthermore unanimously recommends that Stratasys shareholders vote as follows in respect of the Stratasys Merger-related proposal and the other Stratasys proposal:

See also the section entitled “The Merger—Recommendation of the Stratasys Board of Directors and Reasons for the Merger” beginning on page 114.

The Stratasys board of directors has fixed the close of business on Thursday, August 24, 2023 as the record date of the Stratasys EGM. If you were a holder of record of Stratasys ordinary shares as of the close of business on the record date you are entitled to vote at the Stratasys EGM or any adjournments or postponements thereof. You are entitled to one vote for each Stratasys ordinary share that you owned as of the close of business on the Stratasys record date. As of the close of business on August 18, 2023, the most recent practicable date prior to this joint proxy statement/prospectus, 69,125,996 Stratasys ordinary shares were issued and outstanding.

A quorum of shareholders is necessary to conduct the Stratasys EGM. The presence of two (2) or more shareholders (present by proxy or in person), who together possess at least 25% of the voting rights in Stratasys is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum. If a quorum is not present, the Stratasys EGM will be adjourned. At the adjourned meeting, the presence of two or more shareholders, regardless of the voting power of the ordinary shares held by them, will constitute a quorum.

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. All of the proposals currently scheduled for consideration at the Stratasys EGM are “non-routine” matters for which brokers will not have discretionary authority to vote. Consequently, Stratasys expects that there will not be any broker non-votes at the Stratasys EGM. As a result, if you hold your Stratasys ordinary shares in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you fail to vote, fail to submit a proxy or fail to return a voting instruction form instructing your broker, bank or other nominee how to vote on any of the Stratasys proposals, that will have no effect on the vote count for such proposal but, in the case of broker non votes only, will count towards determining whether a quorum is present.

If you respond with an “abstain” vote on any of the Stratasys proposals, that will have no effect on the vote count for any such proposal, but will count towards determining whether a quorum is present. Executed but unvoted proxies will be voted in accordance with the recommendations of the Stratasys board of directors. If additional votes must be solicited to approve the Stratasys Merger proposal, which must be approved for the Merger to be completed, it is expected that the Stratasys EGM will be adjourned to solicit additional proxies.

Approval of the Stratasys proposals requires the affirmative vote of a majority of the voting power of Stratasys ordinary shares that are voted, either in person or by proxy, by shareholders entitled to vote on the Stratasys proposals at the Stratasys EGM. Because the vote required to approve each of the Stratasys proposals is based on votes properly cast at the Stratasys EGM, abstentions, along with failures to vote, will have no effect on whether such proposals are approved. The foregoing is summarized in the below table:

As of July 31, 2023 (the most recent practicable date prior to the date of this joint proxy statement/prospectus and prior to the record date), Stratasys directors and executive officers, and their affiliates, as a group, beneficially owned approximately 1,132,500 Stratasys ordinary shares, of which 602,541 represent actual Stratasys ordinary shares that will be held as of the August 24, 2023 record date for the Stratasys EGM and that would therefore be entitled to vote at the Stratasys EGM, representing 0.87% of the 69,021,732 Stratasys ordinary shares outstanding on July 31, 2023. Although none of them has entered into any agreement obligating them to do so, Stratasys currently expects that all of its directors and executive officers will vote their shares “FOR” the Stratasys Merger-related proposal, “FOR” the Stratasys rights plan extension proposal and “FOR” the Stratasys share incentive plan increase proposal. See also the section entitled “Interests of Stratasys’ Directors and Executive Officers in the Merger” beginning on page 180.

You may also cast your vote in person at Stratasys EGM. Even if you plan to attend the Stratasys EGM, Stratasys recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the Stratasys EGM.

To be effective for Stratasys voting, the proxy card duly completed and executed, together with any authority under which it is executed, or a copy thereof certified, must be received by our agent tallying the votes for the Stratasys EGM by 11:59 p.m., Eastern time, on September 27, 2023 (the day before the Stratasys EGM) in order to be counted towards the tally of votes at the Meeting. In the alternative, you may send in your proxy card directly to the registered Israeli office of Stratasys (together with any authority under which the proxy card is executed, or a copy thereof certified), so as to be received no later than four hours prior to the Stratasys EGM on September 28, 2023. If the Stratasys EGM is adjourned, your proxy card must be received by the corresponding deadlines prior to the time designated for the adjourned meeting.

Alternatively, if you are voting via Internet or telephone, and provided it is received by 11:59 p.m., Eastern time, on September 27, 2023, or if the Stratasys EGM is adjourned, by 11:59 p.m., Eastern time, on the day that falls more than 24 hours before the time appointed for the adjourned meeting, the appointment of a proxy may be submitted electronically or telephonically, subject to any applicable terms and conditions specified on your proxy card.

Beneficial owners who hold ordinary shares in “street name” can instruct their brokers, trustees or nominees how to vote by completing the enclosed voting instruction form and mailing it in the accompanying pre-addressed, postage paid envelope.

In the alternative, a beneficial owner can vote online (at www.proxyvote.com) or via telephone, by dialing the number provided to you in the enclosed voting instruction form and following the instructions over the phone. Please have the control number that appears on your physical voting instruction form ready for inputting when you vote online or via telephone.

To be effective for the voting at the Stratasys EGM, voting instructions (whether electronic, telephonic or physical) must be received by our agent tallying the votes for the Stratasys EGM by 11:59 p.m., Eastern time, on September 27, 2023 (the day before the Stratasys EGM) in order for the related Stratasys ordinary shares to be voted at the Stratasys EGM.

If you are a shareholder of record and have submitted a proxy card, you can change your vote at any time before it is voted by sending a written and dated notice of revocation or by submitting a signed proxy bearing a later date, in either case, to Stratasys Ltd., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or to Stratasys’ Chief Communications Officer and Vice President, Investor Relations at Yonah.Lloyd@stratasys.com. Any such revocation or later proxy must be received by 11:59 p.m., U.S. Eastern time, on September 27, 2023, for it to be effective. If you initially voted online or via telephone, you can follow the same instructions as you did initially in order to submit your revised vote. You may also revoke your proxy by attending the Stratasys EGM and voting in person. Attendance at the Stratasys EGM will not cause your previously granted proxy to be revoked, unless you vote again.

If your shares are held in street name or by a broker, trustee or nominee, you may change your vote by following the instructions provided to you by your broker, trustee or nominee. If you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, you can change your vote by attending the Stratasys EGM and voting in person.

Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the Stratasys EGM and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If a Stratasys shareholder executes and returns a proxy card but makes no specification on the proxy card as to how such Stratasys shareholder should want his, her or its Stratasys ordinary shares voted, such proxy will be voted as recommended by the Stratasys board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the Stratasys Merger-related proposal, “FOR” the Stratasys rights plan extension proposal, and “FOR” the Stratasys share incentive plan increase proposal.

Stratasys is soliciting proxies to provide an opportunity to all Stratasys shareholders to vote on agenda items, whether or not the shareholders are able to attend the Stratasys EGM or an adjournment or postponement thereof. Stratasys will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, Stratasys will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of Stratasys ordinary shares held of record by such nominee holders. Stratasys may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Stratasys has retained Morrow Sodali LLC, or Morrow Sodali, to assist in the solicitation process. Stratasys will pay Morrow Sodali a fee not to exceed approximately $100,000, plus costs and expenses. Stratasys also has agreed to indemnify Morrow Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, Stratasys’ directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing this.

You are entitled to attend the Stratasys EGM only if you are a shareholder of record of Stratasys at the close of business on August 24, 2023 (the record date for the Stratasys EGM) or hold a proxy for such a shareholder. Shares

held in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the Stratasys EGM.

The preliminary voting results will be announced at the Stratasys EGM. In addition, within four (4) business days following the Stratasys EGM, Stratasys intends to furnish the final voting results to the SEC in a Report of Foreign Private Issuer on Form 6-K, or Form 6-K. If the final voting results have not been certified within that four-business-day period, Stratasys will report the preliminary voting results on a Form 6-K at that time and will furnish an amendment to the Form 6-K to report the final voting results within four business days of the date on which the final results are certified.

If a quorum is present at the Stratasys EGM but there are not sufficient votes at the time of the Stratasys EGM to approve the Stratasys Merger-related proposal or any other Stratasys proposal, the chairman of the Stratasys EGM may adjourn the meeting. Unless otherwise determined by the chairman, the Stratasys EGM will be adjourned in such case to the same day in the following week, at the same time and at the same place as the original Stratasys EGM.

Stratasys will not provide notice in regard to the adjournment of the Stratasys EGM unless the adjourned meeting is to be held more than 30 days after the date of the original meeting, in which case a new notice will be required from Stratasys.

At any subsequent reconvening of the Stratasys EGM at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Stratasys EGM, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance voting or in completing your proxy card or have questions regarding the Stratasys EGM, please contact Morrow Sodali LLC, the proxy solicitation agent for Stratasys:

STRATASYS SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, STRATASYS SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

This joint proxy statement/prospectus is being furnished to you as a shareholder of Stratasys as part of the solicitation of proxies by the Stratasys board of directors for use at the Stratasys EGM, at which those matters that require approval in connection with the prospective Merger with Desktop Metal, along with certain other proposals, will be presented. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

The first of the approvals being sought from Stratasys shareholders at the Stratasys EGM, which we refer to as the Stratasys Merger-related proposal, is the approval of the various matters that are required to be effected pursuant to the Merger Agreement and that require shareholder approval under applicable law. Approval of this proposal is a condition to the completion of the Merger. Therefore, Stratasys and Desktop Metal will not complete the Merger unless this proposal is approved at the Stratasys EGM.

The various matters for which Stratasys shareholder approval will be sought pursuant to the Stratasys Merger-related proposal consist of the following:

Pursuant to the Merger Agreement, Stratasys will issue Stratasys ordinary shares to the stockholders of Desktop Metal in exchange for the shares of Desktop Metal Class A common stock held by them, at a ratio of 0.123 Stratasys ordinary shares per share of Desktop Metal Class A common stock, as the consideration in the Merger.

Under Israeli law, the board of directors of a public company may issue new shares without shareholder approval unless the transaction pursuant to which the shares are being issued is one of a number of specific transactions enumerated in the Israeli Companies Law. The issuance of Stratasys ordinary shares to Desktop Metal stockholders in a public merger transaction, in which Stratasys itself is not merging at all (instead, Merger Sub, a wholly-owned subsidiary of Stratasys, will be merging with and into Desktop Metal), does not constitute such a transaction and does not otherwise require shareholder approval from an Israeli law perspective. However, under the Nasdaq Listing Rules, to which Stratasys is subject, Rule 5635(a) provides that the issuance of ordinary shares in connection with the acquisition of the stock or assets of another company where the number or voting power of ordinary shares to be issued is in excess of 20% of the number or voting power of ordinary shares outstanding before the issuance requires shareholder approval. It is currently estimated (based on outstanding share data and equity plan data of Desktop Metal as of May 24, 2023) that Stratasys will issue or reserve for issuance approximately 43,195,329 Stratasys ordinary shares to/for Desktop Metal stockholders and equity holders pursuant to the Merger Agreement, which will exceed the 20% threshold of Stratasys’ existing outstanding share total under the Nasdaq Listing Rules. Accordingly, Stratasys shareholder approval is required prior to the issuance of Stratasys ordinary shares to Desktop Metal stockholders pursuant to the Merger Agreement.

In connection with the Merger, Stratasys will implement certain amendments to Stratasys’ existing articles of association, as reflected in the form of amended and restated articles of association that is attached as Annex B to this joint proxy statement/prospectus.

Under the Israeli Companies Law, any amendment to a public company’s articles of association requires approval by the company’s shareholders.

The proposed changes to Stratasys’ existing articles of association reflect, among other matters, the following:

Stratasys’ current authorized share capital consists of NIS 1,800,000, divided into 180,000,000 Stratasys ordinary shares. As of July 31, 2023, 69,021,732 Stratasys ordinary shares were outstanding and an additional 6,050,154 ordinary shares, in the aggregate, were reserved for issuance (including pursuant to outstanding grants) under Stratasys’ 2012 Omnibus Equity Incentive Plan, 2022 Share Incentive Plan and 2021 Employee Share Purchase Plan, referred to as the 2021 ESPP (including, in the case of the 2021 ESPP, shares that are expected to be issuable within the next 12 months following July 31, 2023).

Stratasys anticipates that a large number of Stratasys ordinary shares will be issued to Desktop Metal stockholders as the Merger consideration upon the closing of the Merger, and may furthermore be potentially issued to Desktop Metal employees and directors following the Merger pursuant to Desktop Metal’s stock incentive plans that are being assumed by Stratasys pursuant to the Merger Agreement. In addition, at the effective time, each Desktop Metal Option and Desktop Metal RSA outstanding immediately prior to the effective time will be automatically converted into an option to purchase a number of Stratasys ordinary shares or into a restricted stock award of Stratasys, respectively, and each Desktop Metal RSU Award, outstanding immediately prior to the effective time will automatically be cancelled in exchange for the grant of a restricted stock unit award or Stratasys, all as further detailed under the caption “Questions and Answers—What will holders of Desktop Metal equity-based awards receive in the Merger?”. The total number of Stratasys ordinary shares issuable to Desktop Metal stockholders, holders of equity-based awards and employees/directors at or following the closing of the Merger is currently estimated as 43,195,329, based on share data and equity plan data for Desktop Metal as of May 24, 2023. Those issuances alone will utilize more than the remainder of Stratasys’ existing unused authorized share capital. Therefore, in order to consummate the Merger, an increase in Stratasys’ authorized share capital is required, among other things.

In addition, under the Stratasys shareholder rights plan, which is currently in effect until the Stratasys EGM, and for which an extension until the effective time of the Merger (or the earlier valid termination of the Merger Agreement in accordance with its terms) is being presented for approval pursuant to Stratasys Proposal 2 (conditioned on the approval of the Stratasys Merger-related proposal, i.e. Stratasys Proposal 1), Stratasys may potentially issue up to 69,021,732 Stratasys ordinary shares (based on outstanding Stratasys ordinary share data as of July 31, 2023). Those shares could be issued prior to the closing of the Merger even in a scenario in which the Merger is nevertheless completed.

The additional authorized share capital for the combined company will also be needed to satisfy existing contractual commitments by Stratasys to issue Stratasys ordinary shares as merger consideration or earn-out consideration to shareholders and/or employees of companies that it recently acquired— namely, Origin Laboratories, Inc., or Origin, acquired in December 2020, and Covestro AG, acquired in April 2023.

Following the Merger, the combined company will also need a sufficient reserve of shares that can be utilized for its ordinary course operations, whether under the combined company’s share incentive plans and the combined company’s employee share purchase plan (as noted above), or in order to support the combined company’s growth. The combined company may also require additional shares available for issuance pursuant to its growth plans from time to time, for example in order to pursue potential future strategic transactions, such as acquisitions or joint ventures, for which the company may desire to issue equity consideration to contractual counter-parties. As a leading company in the 3D printing industry, the combined company will need to have at its disposal a sufficient reserve of authorized, unissued shares, which will provide it the requisite flexibility to act quickly, subject to potential shareholder approval when required under the Israeli Companies Law, the Nasdaq Listing Rules or other applicable law.

Despite the foregoing potential needs for authorized share capital, Stratasys and Desktop Metal do not have, however, as of the date of this joint proxy statement/prospectus, any definitive agreements in place for any strategic transactions, equity financings or other material arrangements that have not been publicly disclosed in accordance with their reporting requirements under the Exchange Act.

In light of the above-described need for increased authorized share capital, Stratasys and Desktop Metal have agreed, in the context of the Merger, to propose that Stratasys’ shareholders approve an increase in Stratasys’ authorized share capital to NIS 4,500,000, divided into 450,000,000 Stratasys ordinary shares, par value NIS 0.01 per share, from the current amount of NIS 1,800,000, divided into 180,000,000 Stratasys ordinary shares.

The above-described amendments to Stratasys’ articles of association that are reflected in the amended and restated articles of association are only summaries of certain material changes to the articles of association. We urge you to review the entirety of the proposed Stratasys amended and restated articles of association, a copy of which is attached as Annex B to this joint proxy statement/prospectus, before voting on the Stratasys Merger-related proposal.

Under the Companies Law, the election of directors of an Israeli company generally lies within the authority of a company’s shareholders. Article 75.1 of Stratasys’ amended and restated articles (both in its current form and in the form being presented for approval at the Stratasys EGM pursuant to Stratasys Proposal 1) provides that the number of directors of Stratasys shall be between seven (7) and eleven (11), as determined from time to time by the Stratasys board of directors. Stratasys’ current board of directors is comprised of eight individuals— Mr. Dov Ofer (the Chairman of the Board), Mr. S. Scott Crump, Mr. John J. McEleney, Ms. Ziva Patir, Mr. David Reis, Mr. Michael Schoellhorn, Mr. Yair Seroussi and Ms. Adina Shorr.

As set forth in Section 6.12(b) of the Merger Agreement (which is appended as Annex A to this joint proxy statement/prospectus), Stratasys and Desktop Metal have agreed that effective upon the completion of the Merger, the size of the board of directors of the combined company (which will be Stratasys, as the public company entity continuing after the Merger) will consist of eleven members. In order to implement the companies’ joint, strategic vision, the Merger Agreement further provides that five of those eleven directors will be designated by the Stratasys board of directors, another five of those directors will be designated by the Desktop Metal board of directors, and the final director will be Stratasys’ Chief Executive Officer as of the effective time of the Merger (i.e., Dr. Yoav Zeif). In addition, the parties have agreed that Mr. S. Scott Crump will serve as an observer on the combined company board of directors, without voting authority. Pursuant to its authority under Stratasys’ existing articles of association, the

Stratasys board has adjusted the size of the Stratasys board to consist of eleven members (excluding the observer, who does not have the legal status of a director due to his not having any voting rights), effective as of (and conditioned upon) the completion of the Merger.

The combined company’s board of directors intends to take advantage of its election in advance of the completion of the Merger so that it can begin to work right away following the Merger to effect value creation on behalf of the combined company’s shareholders.

After considering which of its current members would be among the five Stratasys nominees to continue to serve on the combined company board following the Merger, the Stratasys board of directors has designated, and nominated, each of the following current directors for re-election at the Stratasys EGM, effective (and conditioned) upon completion of the Merger: Mr. Dov Ofer (under the Merger Agreement, Mr. Ofer will move from serving as Chairman of the Board to Lead Independent Director); Mr. John J. McEleney; Mr. David Reis; Dr. Michael Schoellhorn; and Ms. Adina Shorr. As noted above, in addition to those five Stratasys nominees, one additional current Stratasys board member, Mr. S. Scott Crump, will serve as an observer on the combined company board, without voting rights.

In addition, based on information communicated to the Stratasys board by Desktop Metal, the five designees of Desktop Metal who have been nominated by the Stratasys board for initial election at the Stratasys EGM to serve as directors on the combined company board of directors commencing at (and conditioned upon) the effective time of the Merger are the following individuals: Mr. Ric Fulop (Desktop Metal’s current Chairman of the Board and Chief Executive Officer, who will serve as non-executive Chairman of the Board of the combined company); Mr. James Eisenstein; Mr. Wen Hsieh; Mr. Stephen Nigro; and Mr. Steve Papa.

As provided by the Merger Agreement, the Stratasys board has lastly nominated Dr. Yoav Zeif, who will continue as Chief Executive Officer of the combined company, for election at the Stratasys EGM to serve as the 11^th member of the combined company board.

Each of the nominees for reelection or initial election, as the case may be, to the combined company’s board of directors will begin to serve as a director on (and conditioned upon) the effective time of the Merger and until the first annual general meeting of shareholders of the combined company to be held after the one-year anniversary of the effective time of the Merger and the due election and qualification of his or her successor, or until his or her earlier resignation, replacement or removal.

The term of service of the current Stratasys board members (if re-elected pursuant to Proposal 4 at the Stratasys EGM) will not conclude until the effective time of the Merger, at which time the newly composed board of directors of the combined company will begin to serve until the first annual general meeting of the combined company following the one-year anniversary of the effective time of the Merger to be held after the first anniversary of the effective time of the Merger and the due election and qualification of each designee’s respective successor, or until each respective designee’s earlier resignation, replacement or removal. The duration of Mr. Crump’s service as an observer on the combined company’s board of directors will be subject to the determination of the combined company board of directors.

Each designee of Desktop Metal (consisting of Mr. Fulop, Mr. Eisenstein, Mr. Hsieh, Mr. Nigro and Mr. Papa) who has been nominated for election to the combined company board would be commencing his or her initial service as a director of Stratasys upon completion of the Merger. Likewise, Dr. Zeif would be joining the Stratasys board for the first time upon completion of the Merger. Of Stratasys’ existing directors who have been nominated for reelection at the Stratasys EGM, Mr. Ofer was initially elected as a director at the Stratasys 2017 annual general meeting of shareholders, on July 18, 2017.

The following table sets forth information regarding the individuals nominated by the Stratasys board for election or re-election (as appropriate) by Stratasys’ shareholders at the Stratasys EGM for service on the combined company board of directors commencing upon (and subject to) effectiveness of the Merger:

Ric Fulop has served as Desktop Metal’s Chief Executive Officer and Chairman of its Board of Directors since December 2020. Prior to that, Mr. Fulop served as the Chief Executive Officer of Legacy Desktop Metal from its incorporation in 2015. Prior to the founding of Legacy Desktop Metal, Mr. Fulop was a general partner at North Bridge Venture Partners from 2010 to 2015 and served as a Founder of A123 Systems, Inc. from 2001 to 2010. Mr. Fulop currently serves on the board of governors of World Economic Forum Advanced Manufacturing Initiative (nonprofit). Mr. Fulop holds an M.B.A. from the MIT Sloan School of Management.

Yoav Zeif has served as Stratasys’ Chief Executive Officer since February 18, 2020. Prior to joining Stratasys, from 2018 until February 2020, Mr. Zeif was a partner in the New York office of McKinsey & Company, a global strategic advisory firm that is based in New York. Before serving in that role, Mr. Zeif served as President of the Americas Division, Head of Product Offering and Chief Commercial Officer at Netafim, the world’s largest micro-irrigation company, from 2013 to 2018. Prior to that, he served as Senior Vice President of Products and Marketing at Makhteshim (now Adama Ltd.), a global crop-protection company, where he managed the entire portfolio of products and all global commercial relationships. Yoav obtained an Executive MBA from the Kellogg School of Management at Northwestern University and a Ph.D. in International Economics from Bar-Ilan University.

Dov Ofer has served as Stratasys’ Chairman of the Board since May 2020 and as a director since July 2017. While serving as a director (prior to his appointment as Stratasys’ Chairman), Mr. Ofer served on the oversight committee of the board, which guided Stratasys’ executive management during an interim period prior to the appointment of Stratasys’ current, permanent chief executive officer. Mr. Ofer served as the Chief Executive Officer of Lumenis Computerized Systems Ltd. From 2007 to 2013, Mr. Ofer served as Chief Executive Officer of Lumenis Ltd. (Nasdaq: LMNS), a medical laser device company. From 2005 to 2007, he served as Corporate Vice President and General Manager of HP Scitex (formerly a subsidiary of Scailex Corporation Ltd. (TASE: SCIX)), a producer of large format printing equipment. From 2002 to 2005, Mr. Ofer served as President and Chief Executive Officer of Scitex Vision Ltd. Prior to joining Scitex, Mr. Ofer held various managerial positions in the emerging Israeli high-tech sector and participated in different mergers and acquisitions within the industry. Currently, Mr. Ofer serves as chairman of Hanita Coatings RCA Ltd., chairman of Plastopil Hazorea Company Ltd. (TASE: PPIL), vice chairman of Scodix Ltd. and director of Kornit Digital Ltd. and Orbix Medical Ltd. He holds a B.A. in Economics from the Hebrew University in Israel as well as an M.B.A. from the University of California Berkeley in California.

James Eisenstein has served as a member of Desktop Metal's Board of Directors since July 2021. Mr. Eisenstein has more than 30 years of leadership experience in both public and private technology companies, including an extensive background in M&A and industrial consolidation. He has founded several multi-billion-dollar companies including American Tower Corporation (NYSE: AMT) which today has a market cap of over $120 billion, and Eaton Towers Limited, the largest tower operator in Africa until its sale in 2019 for $1.9 billion. He is currently Founder, Chairman and Chief Executive Officer of Grupo TorreSur, the largest independent wireless tower company in Latin America. Eisenstein is a graduate of Georgetown University, and he holds an M.B.A. from The Wharton School and a J.D. from the University of Pennsylvania Law School.