NASDAQ: NNDM

Nano Dimension Ltd.

CIK 0001643303 · SIC 3672 · Printed Circuit Boards

Small Revenue $102M Assets $557M as of Oct 4, 2026

We innovate and provide industrial manufacturing solutions for design-to-manufacturing of electronics and mechanical parts. These solutions are based on a combination of hardware, software, and materials science technologies. The solutions include industrial machinery, such as those for additive… About this business →

Every 8-K is open in full. Other 10-Ks and 10-Qs show a 3-bullet preview. A free account reads 3 more full reports a month. Generating a report requires a verified account.

Sign up free

Want to see a complete report first? Today's free report (MKC 10-Q) is open in full — no account needed.

8-K Filed Oct 2, 2026 · Period ending Sep 28, 2026

Summary not yet generated.

8-K Filed Aug 18, 2026 · Period ending Aug 16, 2026

Summary not yet generated.

Partner

Trade NNDM commission-free

Open an account, get a free stock.

Sign up

Investing involves risk. Free stock terms apply.

10-Q Filed Aug 7, 2026 · Period ending Jun 30, 2026

Summary not yet generated.

8-K Filed Aug 6, 2026 · Period ending Aug 6, 2026

Summary not yet generated.

10-Q Filed May 7, 2026 · Period ending Mar 31, 2026

Summary not yet generated.

10-K Filed Mar 31, 2026 · Period ending Dec 31, 2025

Summary not yet generated.

424B5 Filed Feb 16, 2021

Summary not yet generated.

424B5 Filed Jan 15, 2021

Summary not yet generated.

424B5 Filed Dec 28, 2020

Summary not yet generated.

424B4 Filed Apr 23, 2020

Summary not yet generated.

424B4 Filed Feb 1, 2019

Summary not yet generated.

424B4 Filed Sep 27, 2016

Summary not yet generated.

Latest financial statements

From 10-Q filed Aug 7, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except share data)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenue:
Product 23,981 20,064 46,912 31,743
Service 4,982 5,773 11,776 8,495
Total revenue 28,963 25,837 58,688 40,238
Cost of revenue:
Product 13,186 16,410 27,408 23,491
Service 2,483 2,384 5,859 3,863
Total cost of revenue 15,669 18,794 33,267 27,354
Gross profit 13,294 7,043 25,421 12,884
Operating expenses:
Research and development 5,785 8,114 13,989 14,058
Sales and marketing 8,405 9,907 18,097 15,551
General and administrative 12,912 22,189 28,121 27,856
Restructuring and other 6,764 3,767 9,891 4,947
Desktop Metal litigation — 3,246 — 31,315
Impairment losses — 1,456 40,388 2,685
Operating loss (20,572) (41,636) (85,065) (83,528)
Gain (loss) on investment in marketable equity securities 7,272 16,287 (1,163) 25,013
Other expense, net (8) (56) (8) (56)
Finance income 6,901 14,353 10,413 23,673
Finance expense (247) (234) (493) (1,913)
Loss before income taxes (6,654) (11,286) (76,316) (36,811)
Income tax expense (150) (76) (150) (99)
Net loss from continuing operations (6,804) (11,362) (76,466) (36,910)
Net loss from discontinued operations, net of income tax of nil — (169,761) — (169,761)
Net loss (6,804) (181,123) (76,466) (206,671)
Less: Net loss attributable to non-controlling interests — (87) — (323)
Net loss attributable to common shareholders (6,804) (181,036) (76,466) (206,348)
Net loss attributable to common shareholders:
Continuing operations basic and diluted (0.03) (0.05) (0.37) (0.17)
Discontinued operations basic and diluted — (0.78) — (0.78)
Weighted average common shares outstanding, basic and diluted 209,342 217,338 208,671 217,057
Net loss (6,804) (181,123) (76,466) (206,671)
Other comprehensive income:
Foreign currency translation adjustment 174 1,085 367 1,678
Remeasurement of pension and post-employment benefit plans, net of tax 654 — 654 —
Comprehensive loss (5,976) (180,038) (75,445) (204,993)
Less: Comprehensive loss attributable to non-controlling interests — (99) — (224)
Comprehensive loss attributable to common shareholders (5,976) (179,939) (75,445) (204,769)
See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)

Description June 30, 2026 December 31, 2025
Assets
Cash and cash equivalents 349,108 204,672
Bank deposits — 168,997
Marketable equity securities 82,990 84,154
Restricted bank deposits 383 123
Trade receivables, net of allowance for doubtful accounts ($950 and $861, respectively) 23,309 26,047
Inventory 28,253 32,878
Other current assets 13,085 8,938
Total current assets 497,128 525,809
Restricted bank deposits 805 1,610
Property, plant and equipment, net 19,521 24,840
Operating lease right-of-use assets 19,752 23,789
Deferred tax assets 424 424
Goodwill — 40,388
Intangible assets, net 17,494 19,434
Other assets 1,646 1,930
Total assets 556,770 638,224
Liabilities and Equity
Trade payables 10,137 11,999
Accrued liabilities 18,722 19,514
Deferred revenue 10,398 11,873
Current portion of lease liability 7,216 8,923
Current portion of bank loan 155 158
Total current liabilities 46,628 52,467
Employee benefits 2,607 3,697
Operating lease right-of-use liabilities 19,802 23,323
Bank loan 77 158
Long-term settlement payable 3,273 2,974
Long-term deferred revenue 2,893 3,617
Total liabilities 75,280 86,236
Commitments and contingencies (Note 12)
Equity:
Share capital of NIS 5 par value each; 500,000,000 ordinary shares authorized; 210,589,406 and 206,811,875 shares outstanding as of June 30, 2026 and December 31, 2025, respectively, and 283,084,053 and 279,306,522 shares issued as of June 30, 2026 and December 31, 2025, respectively. 423,305 417,084
Additional paid-in capital 1,296,049 1,297,323
Treasury stock (192,507) (192,507)
Accumulated other comprehensive income 2,069 1,048
Accumulated loss (1,047,426) (970,960)
Total equity 481,490 551,988
Total liabilities and equity 556,770 638,224
See Notes to Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
Cash flow from operating activities
Net loss (76,466) (36,910)
Adjustments:
Depreciation, amortization and non-cash lease interest 5,978 8,282
Impairment losses 40,388 2,685
Changes in fair value of equity securities 1,163 (25,013)
Loss from deconsolidation of subsidiaries — 1,666
Loss from sale of business assets 1,314 —
Share-based compensation expense 3,798 1,644
Share-based settlement payment 1,215 —
Changes in assets and liabilities:
(Increase) decrease in inventory (426) 3,203
(Increase) in other current assets (1,237) (772)
Decrease (increase) in trade receivables 2,534 (914)
Decrease in other payables (3,308) (7,219)
(Decrease) increase in employee benefits (417) 77
Increase in trade payables (1,811) 6,044
Other (3,678) (3,367)
Net cash used in operating activities (30,953) (50,594)
Cash flow relating to investing activities
Change in bank deposits 168,756 190,466
Purchase of property plant and equipment (213) (461)
Acquisition of subsidiaries, net of cash acquired — (267,806)
Deconsolidation of subsidiaries — (476)
Proceeds from sale of AME assets 2,000 —
Net cash provided by (used in) investing activities 170,543 (78,277)
Cash flow relating to financing activities
Repayment long-term bank debt (81) (72)
Net cash used in financing activities (81) (72)
Cash flow relating to discontinued operations
Net cash used in operating activities — (15,733)
Net cash used in investing activities — (437)
Net cash provided by financing activities — 10,009
Net cash used in discontinued operations — (6,161)
Increase (decrease) in cash, cash equivalents and restricted cash 139,509 (135,104)
Effect of exchange rate fluctuations on cash 4,382 2,856
Cash, cash equivalents and restricted cash at beginning of the period 206,405 318,474
Cash, cash equivalents and restricted cash at end of the period 350,296 186,226
Supplemental disclosures of cash flow information
Cash and cash equivalents 349,108 184,545
Restricted cash in restricted deposits, current 383 60
Restricted cash in restricted deposits, non-current 805 1,621
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows 350,296 186,226
Non-cash operating and investing activity
Lease liabilities arising from obtaining right-of-use assets — 119
Non-cash investing and financing activity
Share issuance as part of settlement 1,215 —
Fair value of contingent consideration (earnout) received in connection with sale of business assets 2,933 —
Acquisition replacement awards for pre-combination service — 2,054
Supplemental disclosure of cash flow information
Income taxes paid during the year — 48
See Notes to Condensed Consolidated Financial Statements.

Amounts as printed on the EDGAR/iXBRL face — (In thousands, except share data); (In thousands, except share and per share data); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About Nano Dimension Ltd.

Source: Item 1 (Business) from the 10-K filed March 31, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS.

Overview

We innovate and provide industrial manufacturing solutions for design-to-manufacturing of electronics and mechanical parts. These solutions are based on a combination of hardware, software, and materials science technologies. The solutions include industrial machinery, such as those for additive manufacturing, surface-mount technology, industrial inkjet printing, along with software for design, simulation, and manufacturing management, as well as materials and consumables that are used by the machinery. These solutions are used by industrial customers in aerospace & defense, automotive, electronics, medical, research and academia, along with government organizations.

We do this through innovating and providing industrial manufacturing solutions that are built around multi-disciplinary technology - combining hardware, software, and materials science.

Our business and operations are currently being refocused based on the following principles:

•
Building technology that scales with the needs of manufacturing, and

•
Preserving capital for strategic moves and avoiding short-term survival mindset.

As a result, we are focusing on products and services where there is innovative technology with a growth outlook that can deliver sustainable improvements in our financial results and to discontinue certain product lines that have failed to generate adequate returns on investment and that do not align with our long-term objectives.

The Company has the following product lines:

Read full description ↓

•
DragonFly - Additively manufactured electronics (AME)

•
Essemtec – Surface-mount technology (SMT)

•
Global Inkjet Systems (GIS) – Digital printing sub-components hardware and software

•
Markforged – Desktop and industrial fused filament fabrication (FFF) solutions

•
Markforged Binder Jetting – Industrial Binder jetting solution for metal printing

These solutions are sold to industrial leaders and organizations, including: aerospace, automotive, defense, electronics, medical, research and academia, as well as government organizations.

We believe that additive manufacturing (AM), which is known to some as 3D printing, of electronics and precision industrial applications are key to future growth in the manufacturing industry. We also believe that advancements in Surface Mount Technology (SMT) via Essemtec’s adaptive platforms represent the next frontier in high-mix, high-speed electronic assembly.

We have offices spanning across the United States, Germany, Israel, Japan, Poland, UK, Sweden, Switzerland, and Taiwan. These offices serve to broaden our customer engagement across regions and serve as focal points for advancing our strategic objectives. To date, some of our offices are those of a single product line, while others include teams representing more than one product line. Integrating these teams and offices is important to our ability to realize synergies in sales and marketing.

History and Development

Our legal and commercial name is Nano Dimension Ltd. We were incorporated in the State of Israel in December 1960 and are subject to the Israeli Companies Law 5759‑1999 (the “Companies Law”). In August 2014, we acquired 100% of the share capital of Nano Dimension Technologies. Nano Dimension Technologies was incorporated in the State of Israel in July 2012. On March 7, 2016, our ADSs commenced trading on the NASDAQ Capital Market under the symbol “NNDM”. From 2012 until 2021, we

3

operated solely as a 3D printing company focused on designing and manufacturing systems used in the fabrication of electronics. During this time, we leveraged our expertise in printing two materials in the same system to produce PCBs and electronic devices.

Starting in April 2021, we commenced a mergers and acquisitions program that resulted in a number of transactions that changed the Company considerably. On April 23, 2021, we acquired all of the issued and outstanding share capital of DeepCube. In September 2022, DeepCube was merged with Nano Tech. In 2025, we discontinued DeepCube operations.

In April 2021, we acquired all of the issued and outstanding share capital of NanoFabrica. In September 2022, NanoFabrica was merged with Nano Tech. In 2025, we discontinued the NanoFabrica product lines.

In June 2021, we established J.A.M.E.S., a joint venture with HENSOLDT Holding Germany GmbH, for developing additively manufactured electronics through engineering consulting and design sharing. In 2025, the Advisory Board of J.A.M.E.S. discontinued its operations.

In November 2021, we acquired all of the issued and outstanding share capital of Essemtec. Essemtec is a leader in adaptive highly flexible surface mount technology, or SMT, pick-and-place equipment, sophisticated dispenser suitable for both high-speed and micro-dispensing, and intelligent production material storage and logistic system. Its products are equipped with a sophisticated software package which makes extensive and efficient material management possible.

In January 2022, we acquired all of the issued and outstanding share capital of Global Inkjet Systems (GIS). GIS is a leading developer and supplier of high-performance control electronics, software, and ink delivery systems. GIS is known for inventing and delivering state-of-the-art 2D and 3D printing inkjet hardware and unique operating software. GIS has approximately 150 customers around the world with a focus on high-value, precision-oriented applications such as specialized direct-to-container packaging, printed electronics, functional fluids, and 3D printing, which can all be controlled by the proprietary software system.

In July 2022, we acquired all of the issued and outstanding share capital of Formatec Holding. Formatec Holding has two subsidiaries - Admatec and Formatec, based in the Netherlands. In April 2025, Admatec and Formatec were declared bankrupt by the Zeeland-West-Brabant court in the Netherlands.

In August 2023, we acquired all of the intellectual property assets of Additive Flow. Additive Flow develops high-performance and high-quality simulation software for mechanical, thermal, thermo-mechanical properties, along with frequency and fatigue across a range of materials and processes. Its product addresses design, production, and quality decisions, while optimizing for cost, weight, manufacturing productivity, and manufacturing yield – all simultaneously.

Additionally, from March through May 2023, we made several non-binding offers to acquire all of the outstanding ordinary shares of Stratasys. After not proceeding with these offers to acquire all ordinary shares, we made a series of special tender offers from May through July 2023 to acquire at least 51% of the outstanding shares, inclusive of the 14.1% ownership at the time of the offer. The offers were dependent on a number of closing conditions being met. As these conditions were not met, we did not complete the special tender offers.

In April 2025, the Company acquired Desktop Metal, Inc. ("Desktop Metal" or "Desktop"). Desktop Metal offered a portfolio of integrated additive manufacturing solutions comprised of hardware, software, materials, and services with support for metals, polymers, elastomers, ceramics, sands, composites, and biocompatible materials through pioneering a new generation of additive manufacturing technologies focused on Additive Manufacturing 2.0, the volume production of end use parts. In July 2025, Desktop Metal filed for Chapter 11 bankruptcy and the bankruptcy process was completed in the third quarter of 2025.

Additionally in April 2025, the Company acquired Markforged Holding Corporation ("Markforged"). Markforged designs, produces and markets cloud-based software products and hardware products, including precise and reliable 3D printers connected to its software enabled platform The Digital Forge, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor.

4

Disputes with Shareholders and Change in Management

In January 2023, Murchinson Ltd., or Murchinson (which is an advisor or sub-advisor of one of our major ADS holders), submitted a request to our board of directors for us to convene a special general shareholders meeting, or EGM, which would include certain amendments to our amended and restated articles of association, or Articles (including an amendment which would permit the shareholders to remove members of the board at a general meeting by a simple majority), as well as removal of four then currently serving directors – Mr. Stern, Mr. Gera, Mr. Rotem and Dr. Nissan-Cohen - and appointment of two new director nominees, proposed by Murchinson, namely Dr. Joshua Rosensweig and Mr. Kenneth Traub. Our former board of directors, or the Former Board rejected Murchinson’s request, stating that they believed it failed to comply with requirements under laws and regulations in Israel and the United States, as well as with our amended and restated articles of association.

In March 2023, an extraordinary general meeting (the “March 2023 EGM”) was convened by Murchinson, despite the rejection of the Former Board. At the March 2023 EGM, our shareholders approved the election of Dr. Rosensweig and Mr. Traub to our board of directors and further approved the removal of Messers. Stern, Gera, Rotem and Dr. Nissan-Cohen. The former Board did not recognize the results of the March 2023 EGM.

On September 7, 2023, the Former Board convened an Annual General Meeting of Shareholders, or the 2023 AGM. At the AGM, our shareholders approved the re-election to our board of Dr. Yoav Nissan Cohen, Mr. Oded Gera and Col. (Res.) Channa (Hanny) Caspi.

On November 21, 2024, the Israeli Central Court ruled that the March 2023 EGM was duly convened and the resolutions there duly approved, which included the election of Dr. Rosensweig and Mr. Traub to, and removal of Mr. Yoav Stern from, our board of directors, as well as the amendments to the Articles.

Following the announcement by the Company on October 16, 2024 of the convening of an annual general meeting on December 6, 2024, or the 2024 AGM, the Company received a written request from Murchinson requesting that the Company add certain items to the 2024 AGM agenda. As a result, an amended agenda was sent to the shareholders, which included on the agenda the items proposed by the Former Board as well as the items proposed by Murchinson. Consequently, the shareholders were asked to approve the election to our board of nominees recommended by the Former Board, namely Mr. Yoav Stern and General Michael X. Garrett, the Former Board Nominees, or alternatively approve the election of the nominees recommended by Murchinson, namely, Mr. Ofir Baharav and Mr. Robert Pons, or the Murchenson Nominees. The agenda also included the proposal by Murchinson to amend the Articles to “de-stagger” the board. At the 2024 AGM, the shareholders voted to approve the election of the Murchinson Nominees, but not to de-stagger the board.

On December 16, 2024, we announced that Dr. Yoav Nissan-Cohen, and Messrs. Eitan Ben-Eliahu, Oded Gera, Roni Kleinfeld, Chris Moran and Mrs. Georgette Mosbacher resigned from our board.

On December 26, 2024, Mr. Yoav Stern’s engagement as Chief Executive Officer was terminated and Mr. Julien Lederman was appointed as Interim Chief Executive Officer.

On February 3, 2025, Mr. Kenneth Traub resigned from our board with immediate effect, following his appointment as CEO and President of Comtech Telecommunications Corp., and Mr. David Stehlin was appointed to the board.

On April 8, 2025, Mr. Ofir Baharav was appointed as the new permanent Chief Executive Officer, replacing Mr. Julien Lederman who was appointed our Chief Business Officer. On April 7, 2025, Mr. Baharav resigned from our board of directors with immediate effect.

For information relating to legal proceedings, see Item 3 “Legal Proceedings”.

On April 2, 2025, we consummated a merger with respect to Desktop Metal pursuant to a Merger Agreement entered into on July 2, 2024. Upon consummation of the Merger Agreement, we purchased all of the outstanding shares of Desktop Metal for an aggregate consideration of approximately $179.3 million, or $5.295 per share and a merger subsidiary wholly-owned by us merged with and into Desktop Metal. Desktop Metal designed and offered a portfolio of integrated additive manufacturing solutions across a range of additive manufacturing technologies with support for metals, polymers, elastomers, ceramics, sands, composites, and biocompatible materials.

On April 24, 2025, Mr. Assaf Zipori, formerly the Chief Financial Officer of Markforged, was appointed as our Chief Financial Officer.

5

On April 25, 2025, we consummated a merger with respect to Markforged pursuant to a Purchase Agreement entered into on September 25, 2024. Upon consummation of the transaction, we purchased all of the outstanding shares of Markforged for an aggregate consideration of approximately $115 million, or $5.00 per share, and a merger subsidiary wholly-owned by us merged with and into Markforged. Markforged designs and offers additive manufacturing solutions, with a focus on fused filament fabrication printing technology designed to support specialty materials.

From January 2025, we have discontinued a number of product lines, including Fabrica, Admatec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). In April 2025 Admatec, Formatec, and Formatec Holdings were declared bankrupt.

On July 28, 2025, following a process conducted by Desktop Metal’s independent Board of Directors to explore available strategic alternatives and address Desktop Metal’s significant liabilities and liquidity needs stemming from decisions made by its prior management, Desktop Metal and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Desktop Metal’s Chapter 11 filing was authorized by its independent Board of Directors. Desktop Metal was deconsolidated in the third quarter of 2025 following the Chapter 11 bankruptcy filing.

On September 9, 2025, Mr. David Stehlin was appointed as Chief Executive Officer, replacing Mr. Ofir Baharav.

On November 1, 2025, Mr. John Brenton, formerly the Vice President of Finance and Corporate Controller of Nano, was appointed as Chief Financial Officer.

Taking into account the effects of the 2025 acquisitions of U.S.-based companies, as well as the appointments of a majority of the executives and directors, who are currently based in the U.S., when assessing our status under the foreign private issuer definition as of June 30, 2025 (the determination date), we no longer qualify as a foreign private issuer and have transitioned to a U.S. domestic issuer as of January 1, 2026.

Our principal executive office is located at 60 Tower Road, Waltham, Massachusetts, 02451, United States. Our telephone number in Waltham MA is +1 (866) 496-1805.

Industry Overview

Traditional manufacturing and the potential of additive manufacturing.

We operate in the industrial machinery solutions industry.

The global manufacturing industry for electronics (PCB and high-performance electronics) and mechanical manufacturing (injection molding, CNC (Computer Numerical Control) machining, sheet metal, and casting) is composed primarily of subtractive technologies with numerous difficulties and limitations. Designers and engineers have been limited to the constraints of existing processes that have impacted the ability to manufacture important end products, thus affecting the firm’s bottom line and the value provided to their customers. Existing means of manufacturing also increases the reliance on a network of suppliers and partners, which creates more supply chain risk and increases the time for production. These networks of suppliers and partners also often place a high reliance on leveraging suppliers and partners in the Far East, which adds time and risk of intellectual property (“IP”) theft.

Additive manufacturing is the process of making a three-dimensional solid object from a digital model. Using an additive process, where successive layers of material are laid down in different shapes. Additive manufacturing is considered distinct from traditional machining techniques, which mostly rely on the removal of material by methods such as cutting or drilling (subtractive processes).

Additive manufacturing provides numerous advantages compared to traditional electronics and mechanical manufacturing.

Additive manufacturing provides:

•
Design flexibility: Traditional manufacturing methods have limited design flexibility. This is because they rely on subtractive manufacturing techniques, where material is removed from a solid block or sheet of material to create the

6

desired shape. On the other hand, additive manufacturing allows for the creation of complex geometries and shapes that would be difficult or impossible to produce using traditional methods.

•
Low setup costs: Traditional manufacturing methods often require expensive tooling and setup costs. This makes them less suitable for small production runs or custom projects. On the other hand, additive manufacturing does not require tooling and setup costs as the changes are in the software design and is, therefore, more cost-effective for quick turnaround prototyping and small production runs.

•
Accelerated time-to-market: Traditional manufacturing methods can have long lead times due to the time required for tooling and setup and the reliance and several manufacturing suppliers. On the other hand, additive manufacturing eliminates the need for extensive tooling and setup and can reduce or eliminate the reliance on several manufacturing suppliers, thus enabling shorter lead times.

•
Assembly consolidation: Traditional manufacturing methods often require multiple components to be manufactured separately and then assembled together, which can add additional costs and time to the manufacturing process. On the other hand, additive manufacturing can consolidate multiple components into a single, complex part, reducing the need for assembly and further streamlining the manufacturing process.

•
Material savings: Traditional manufacturing methods often produce significant material wastage, especially in subtractive manufacturing techniques where excess material is removed. On the other hand, additive manufacturing can produce parts with little to no wastage, which is more environmentally friendly and cost-effective.

Additive manufacturing as a pillar of Industry 4.0

Industry 4.0, also known as the Fourth Industrial Revolution, refers to the current trend of integrating advanced technologies such as Artificial Intelligence (“AI”), the Internet of Things, or IoT, robotics, and automation into manufacturing and other industries. The goal of Industry 4.0 is to create more intelligent, efficient, flexible, and productive manufacturing solutions.

We believe that additive manufacturing is at a defining inflection point, given an ever-growing commitment to industry 4.0 transformation by large and small companies. To underscore the potential of additive manufacturing, several Fortune 500 and other tier-one companies operating across a number of distinct industries have made substantial investments to decisively enter the additive manufacturing market. Examples include leading companies in aerospace and defense, dental and cosmetics, and apparel and footwear. With the production world increasingly depending on additive manufacturing, we see advancements internally and externally focused on new technologies, materials, and the integration of additional industry 4.0 solutions such as robotics and AI.

The industry 4.0 manufacturing revolution includes the electrical and mechanical precision and industrial manufacturing of mission-critical products across multiple industries, from satellites to medical devices and IoT devices that require precision and electronic components. We also see tremendous growth in low volume, high business impact tools and parts that keep assembly lines and operations running. We believe that fully additively manufactured smart connected products are the next phase of industry 4.0.

Additive manufacturing has the potential to be key in the re-shoring trend

Recent geopolitical, economic, and supply chain events have caused many advanced Western firms to consider re-shoring manufacturing and/or their manufacturing suppliers. Re-shoring provides supply chain resilience, cost savings, customization, in-house/local IP, and additive manufacturing specifically can be central to leverage this opportunity.

Additive manufacturing has historically been used for prototyping and proof of concept manufacturing

Additive manufacturing has mainly been used for prototyping because it offers a lower cost way of manufacturing single or small batches and provides a high degree of design freedom and flexibility in creating complex geometries that may be difficult or impossible to produce using traditional manufacturing methods. Additionally, additive manufacturing allows for rapid iteration and testing of multiple design concepts, which is critical as this stage in the development process. These benefits are a perfect fit for high value, low volume parts for critical operations in aerospace and defense, food and beverage manufacturing, and automotive manufacturing. Now, instead of waiting for replacement parts to make it through a supply chain, they can be manufactured at the point of need.

7

Surface-mount technology as a key complementary offering

Surface-mount technology, or SMT is the leading method for assembling electronic circuits, with components mounted directly onto printed circuit boards, or PCBs. SMT enables higher component density, improved performance, and greater manufacturing efficiency compared to traditional methods. The industry serves critical sectors such as automotive, aerospace, industrial, medical, and consumer electronics. Companies provide highly automated placement machines, soldering equipment, inspection systems, and supporting software for PCB assembly. Growth is driven by increasing product complexity, miniaturization, and demand for high-reliability manufacturing. Innovation around automation, data-driven production, and smart manufacturing is reshaping the industry. SMT manufacturers are essential to advancing technology and operational excellence for OEMs and EMS providers globally. The industry remains highly competitive, with continuous investment in research and development and customer support required for success.

Market Opportunity

We are positioned to continue to take advantage of manufacturing industry trends. The future of manufacturing looks promising; businesses across industries such as aerospace/defense, automotive, electronics, industrial, medical, and research and development/academia have shown increasing demand for additive manufacturing solutions. The market opportunity should be considered based on the different segments that our respective technologies serve.

The current industry practices present challenges to electronics and manufacturing, including poor energy efficiency, slow production time and high costs, long time to get to market, and potential risks for IP theft. We provide systems and solutions for additive manufacturing and electronics manufacturing, a unique offering that enables a compelling proposition to the most innovative and advanced manufacturers seeking rapid fabrication of high-performance components.

Strategy

Our overall business strategy is based on the following pillars:

•
Partnering with leading industrial titans to enable advanced, complex parts manufacturing at scale, rather than fabrication of experimental designs and concepts.

•
Utilizing our cloud-based processing, machine learning, and intelligent systems to deliver precise and scalable parts production across facilities.

•
Disciplined execution, true to our business model, aligned with our vision, and true to our customers’ strong commitment to profitable growth with a strong capital base.

A number of transformative efforts are underway to realize this business strategy. This includes a greater focus and optimization of whatever is deemed core and key to long-term success, while also including a discontinuing of certain products and operations through divestment or shut down.

Nano Dimension’s Board of Directors, with the support of its financial advisors, Guggenheim Securities, LLC and Houlihan Lokey, continues to advance a structured and data driven strategic alternatives review process. This thorough and comprehensive process is progressing in-line with the Company’s stated plan and remains focused on evaluating all options to maximize shareholder value.

Industrial machinery

•
Additive manufacturing via inkjet for electronics

•
Additive manufacturing via binder jetting systems for mechanical parts

•
Additive manufacturing via fused filament fabrication systems for polymer, metal, and composite parts

•
Ink delivery systems as sub-systems for industrial inkjet systems

•
Surface-mount technology printed circuit boards and electronic devices

8

Software

•
A suite of software solutions that combined with industrial machinery aid in design, simulation, inspection, and manufacturing management

Consumables and technology

•
Composites

•
Metal

•
Polymers

•
Replacement parts for machines

Seasonality

Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.

Regulation

The Company is subject to domestic laws, rules, regulations, self-regulatory codes, circulars and orders governing data privacy and transparency, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, the California Consumer Privacy Act, the California Privacy Rights Act, and the Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act. Applicable privacy laws restrict the use and disclosure of personal information, and mandate the adoption of standards relating to the privacy and security of individually identifiable information such as data minimization, access control, providing transparent notice of our privacy practices, and respecting data subject rights. Privacy laws also require the reporting of certain breaches of individually identifiable information. The Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act require the Company to record all transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for public disclosure.

Intellectual Property

We seek patent protection as well as other effective intellectual property rights related to our products, services and technologies in the United States and certain other countries. Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business.

We have a portfolio of approximately 383 issued U.S. and foreign patents and pending or allowed patent applications.

We are currently in the process of evaluating our patent portfolio focusing on critical aspects of additional manufacturing and specialized materials. We are adjusting the geographical scope of each patent family according to its evaluation, assessing and ranking subsidiaries’ IP in relation to our core technologies, and considering monetizing or dropping intellectual property that does not protect the core technologies. Furthermore, we are harvesting and developing intellectual property from existing knowledge that covers critical aspects of our technologies.

Competition

We have experienced, and expect to continue to experience, competition from several companies.

Our additive manufacturing solutions have competition from other vendors in the same domain. The current market landscape is fragmented, consisting of both established public companies focused on additive manufacturing and divisions within broader industrial conglomerates, as well as earlier stage start-ups and growth phase companies. Additionally, as a disruptive technology,

9

a primary source of competition is the existing means of manufacturing. For example, for metal components it is CNC and for polymer components it is injection molding.

We believe our additive manufacturing solutions compare favorably based on our focus on sophisticated technologies that are oriented to the higher end of a combination of precision and high-performance materials, which are together complemented by a sophisticated software suite, including machine learning.

Our surface-mount technology has competition from other vendors in the same domain. The current market landscape is composed largely of larger industrial companies, especially those in China, who compete strongly on price and high-volume capabilities, which is a competitive advantage in a domain that is price sensitive and often requires scale.

We believe our surface-mount technology solutions compare favorably based on our focus on flexible solutions that are tailored specifically for the high-mix, low-volume segment of manufacturing, where many other solutions cannot compete as effectively.

Research and Development

Our efforts are continually focused on research and development in the domains of hardware, software, and materials science.

In nearly every product line, we have at least one research and development project in the pipeline. They take the form of a new manufacturing solution, the software that is used within it, or the materials that are used by it. These projects may be done as part of one larger program or individual efforts.

This relies on a team of talented and dedicated engineers, technicians, scientists, and professionals with experience from a wide variety of the world’s leading industrial systems, robotics, materials, and technology organizations.

From time to time, we explore the application of our technology to additional areas within 3D printing and other industries.

Our research and development expenses totaled $30.1 million, $39.6 million and $65.1 million in the years ended December 31, 2025, 2024, and 2023, respectively (not taking into account the research and development expenses of acquired entities prior to consolidation). Given our acquisitions and our new strategy, we expect our research and development expenses to decrease over the foreseeable future given the smaller and more focused research and development organization of our combined company.

During 2025, the majority of our research and development operations were conducted at our facilities in Ness Ziona, Israel, the United States, and Switzerland.

Grants from Israel’s Innovation Authority

Our research and development efforts are financed in part through royalty-bearing grants from the Israeli Innovation Authority (“IIA”). As of December 31, 2025, we have received the aggregate amount of $2.2 million from the IIA for the development of our additive manufacturing system and nano-inks. With respect to such grants, we are committed to pay royalties of 3% on sales proceeds from our products that were developed under IIA programs up to the total amount of grants received, linked to the U.S. dollar and bearing interest. For IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12‑month Secured Overnight Financing Rate (“SOFR”), or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. Regardless of any royalty payment, we are further required to comply with the requirements of the Research Law, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer or license of such know-how whether inside or outside of Israel and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. In addition, any change of control and any change of ownership of our Ordinary Shares that would make a non-Israel citizen or resident an “interested party,” as defined in the Research Law, requires written notice to the IIA. We do not believe that these requirements will materially restrict us in any way.

Production and Manufacturing

We purchase the raw materials required for the production of our products, including components of additive manufacturing and surface-mount technology systems and materials to produce our ink products.

10

The majority of our manufacturing equipment was assembled in house through 2024. From 2025, with our recent acquisitions, some products are manufactured via third-party partners.

With respect to our ink products, the majority of which are manufactured in-house, we have a production facility to support the commercialization and production of the inks. We believe that the size and capacity of our facilities will be sufficient to support our future commercialization activities.

We are certified for three international standards- the ISO 45001:2018 (occupational health and safety within the workplace), ISO 14001:2015 (Standard – EMS (Environmental Management System)) and ISO 9001:2015 (Quality management system). We are also ISO 27001:2022 certified (information security management).

Markforged’s hardware products are either manufactured in-house or via third-party contract manufacturers with international quality certifications, such as ISO 9001 (Quality management system) and ISO 27001:2022 (information security management).

Sales and Marketing

We have a global sales and marketing organization. In some instances, we have sales and marketing leaders selling several products from our portfolio, in other instances we have dedicated people selling certain products. We work through a combination of direct sales and through channel partners, such as brokers or value-added reseller partners, or VARs. Our global marketing team drives our lead generation and new customer acquisition.

We believe our sales and marketing efforts will be more efficient as a result of our customer base increases arising from our acquisition of Markforged.

Human Capital

We consider our employees to be critical to our success. As of December 31, 2025, we had 468 full-time employees based primarily in Israel and the United States. A majority of our employees are engaged in engineering, operations and related functions. To date, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. Our employees based in Sweden are subject to one of two current collective bargaining agreements. These agreements apply to 22 of our full-time employees as of December 31, 2025.

Our success depends upon our ability to attract and retain highly qualified employees. We are committed to creating and maintaining an inclusive culture which values equality, opportunity and respect. We expect all of our employees to observe the highest levels of business ethics, integrity, mutual respect, tolerance and inclusivity. Our Code of Business Conduct and Ethics sets forth policies reflecting these values and also provides direction for registering complaints in the event of any violation of our policies. An “open door” policy is maintained at all levels of the organization and any form of retaliation against an employee is strictly prohibited.

The success of our business is fundamentally connected to the physical and mental well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees and contractors. We provide our employees with a wide range of benefits, including benefits directed to their health, safety and long-term financial security.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (including exhibits), and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge on or through our website at www.nano-di.com as soon as reasonably practicable after such reports are filed with, or furnished to, the Securities and Exchange Commission, or SEC. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 10-K, and the reference to our website in this annual report on Form 10-K is an inactive textual reference only. Nano USA is our agent in the United States, and its address is 60 Tower Road, Waltham, Massachusetts, 02451.

11