prlb-20260407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant þ						Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

Proto Labs, Inc.


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

Proto Labs, Inc.

5540 Pioneer Creek Drive

Maple Plain, Minnesota 55359

(763) 479-3680

April 8, 2026

Dear Fellow Shareholder:

The Board of Directors of Proto Labs, Inc. cordially invites you to join our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 19, 2026 at 8:30 a.m. Central Time. Our Annual Meeting will be a “virtual meeting” of shareholders, which will be conducted exclusively online via live webcast.

We will be using the “Notice and Access” method of furnishing proxy materials via the Internet to our shareholders. We believe that this process will provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the environmental impact of our Annual Meeting and the costs of printing and distributing the proxy materials. On or about April 8, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K and vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of your proxy materials.

It is important that your shares be represented at the Annual Meeting, whether or not you plan to participate. Please vote electronically via the Internet or, if you receive a paper copy of the proxy card by mail, you may vote by Internet, telephone or by returning your signed proxy card in the envelope provided. If you do participate in the Annual Meeting and desire to vote at that time, you may do so as described in the Proxy Statement.

We hope that you will be able to participate in the Annual Meeting.

Very truly yours,

Rainer Gawlick

Chairman of the Board

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 19, 2026



			Proto Labs, Inc. will hold its 2026 Annual Meeting of Shareholders online via live webcast on Tuesday, May 19, 2026 at http://www.virtualshareholdermeeting.com/PRLB2026. The Annual Meeting will begin at 8:30 a.m. Central Time. The proxy materials were made available to you via the Internet or mailed to you beginning on or about April 8, 2026.

			TIME AND DATE:			8:30 a.m. Central Time, on Tuesday, May 19, 2026

			ITEM OF BUSINESS:			At the Annual Meeting, our shareholders will: 1.Elect seven directors to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected. 2.Vote on the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026. 3.Vote on an advisory basis to approve the compensation of the officers disclosed in the accompanying Proxy Statement, which we refer to as a “say-on-pay” vote. 4.Vote on an advisory basis on the frequency of the Company's future say-on-pay votes, which we refer to as a "say-when-on-pay" vote. 5.Vote on the approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan. 6.Act on any other matters that may properly come before the Annual Meeting, or any adjournment or postponement thereof.

			RECOMMENDATION:			The board of directors recommends that shareholders vote FOR each of the following: •Each of the director nominees named in the accompanying Proxy Statement. •The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026. •The approval of the say-on-pay proposal. •The approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan. The board of directors recommends that shareholders vote ONE YEAR on the following:

SEC Form DEF 14A filed by Proto Labs Inc.