Nano Dimension Ltd.

Note 10 – Equity

Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):

Treasury shares

In January 2025, the Company’s board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing it to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During the three and nine months ended September 30, 2026 and 2025,7,022,529 and 3,513,549 ordinary shares were repurchased under the $150 million Repurchase Plan, respectively.

Subsequent to September 30, 2026, through November 4, 2026, the Company repurchased 5,862,810 ADSs in the open market at an average price of $1.46 per share, for an aggregate purchase price of $8.6 million.

Rights Plan

In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.

In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.

Stock Options, RSUs and Warrants

The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).

The 2015 Plan was adopted by Company’s board of directors in February 2015, and was originally scheduled to expire in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.

On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.

Of these outstanding awards, as of September 30, 2026,286,250 options to purchase ordinary shares were vested and exercisable.

Stock options

The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.

A summary of the Company’s stock option activity and related information is as follows:

The total intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 were $4 thousand and $0.3 million, respectively.

The weighted average remaining contractual life of the outstanding options is 1.7 years as of September 30, 2026.

Restricted stock units (“RSU”)

A summary of the Company’s RSU activity is as follows:

The weighted average fair values at grant date of RSUs granted for the nine months ended September 30, 2026 and 2025 were $1.57 and $1.41 per share, respectively.

The total fair value of shares vested during the nine months ended September 30, 2026 and 2025 was $5.5 million and $6.6 million, respectively.

As of September 30, 2026, the Company had approximately $3.6 million of unrecognized compensation expense related to non-vested stock options and non-vested RSUs, expected to be recognized over a weighted average period of 1.2 years.

Warrants

A summary of the Company’s warrants activity and related information is as follows:

As of September 30, 2026, the outstanding warrants include 27,742,103 Series B warrants issued to Stern YOI Ltd. Partnership in August 2020 to purchase Ordinary Shares at an exercise price of $6.16 per ADS and expiring in August 2027. Stern YOI Ltd. Partnership is a Nevada limited partnership. Mr. Yoav Stern, former Chief Executive Officer of Nano Dimension Ltd., is a managing member of Stern YOI Ltd. Partnership. In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s former director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS and will expire in September 2027.

Stock-Based Compensation

Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:

Note 11 – Revenue

The Company has one operating and reportable segment, which generates revenue via industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science.

Revenue per geographical location is as follows:

The following table disaggregates the Company's revenue by the timing of transfer of products or services:

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements.

For the three and nine months ended September 30, 2026, the Company recognized $2.7 million and $8.9 million from the deferred revenue account balance as of December 31, 2025, respectively. For the three and nine months ended September 30, 2025, the

Company recognized $0.6 million and $2.1 million from the deferred revenue account balance as of December 31, 2024, respectively. During the second quarter of 2026, $1.2 million of deferred revenue was written off related to the AME asset sale.

Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $7.8 million expected to be recognized in the remainder of 2026, $4.8 million expected to be recognized in 2027, $1.8 million expected to be recognized in 2028, and $1.0 million thereafter.

Note 12 – Commitments and contingencies

From time to time, the Company may become a party to various litigation matters incidental to the conduct of its business. Except as disclosed below, the Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

On September 20, 2024, Markforged entered into a settlement agreement with Continuous Composites Inc. (“Continuous Composites”) related to previous litigation (the “Settlement Agreement”) to resolve all claims and counterclaims. Under the terms of the Settlement Agreement, Markforged made an initial upfront payment of $18 million to Continuous Composites on October 10, 2024, and a payment of $1 million in December 2025. Markforged is required to make two additional installment payments thereafter of $2 million and $4 million in the fourth quarters of fiscal years 2026 and 2027, respectively. In consideration of such payments, the Settlement Agreement provided for the dismissal of all claims with prejudice, cross-licenses of the parties’ respective patent portfolios, a mutual release of claims for liabilities arising prior to the effective date of the Settlement Agreement and mutual covenants not to sue. The incremental amount due under the Settlement Agreement compared to the original verdict is determined to be representative of the amount attributable to the licensing of the patent rights contemplated under the Settlement Agreement and was recognized as an intangible asset of $5.5 million, after discount using a rate of 12%. The intangible asset will be amortized to cost of revenue over the 23 year life of the patents. Total amortization expense of $0.1 million and $0.2 million was recognized during the three and nine months ended September 30, 2026 and 2025, respectively, and included in cost of revenue. The remaining future payments of $6.0 million under the Settlement Agreement as of September 30, 2026 are secured by a Security Agreement by and between Markforged and Continuous Composites (the “Security Agreement”). The Company has recorded a settlement payable on the condensed consolidated balance sheet of approximately $5.4 million, of which $2.0 million is a current liability, as of September 30, 2026. The settlement payable will accrete $0.6 million over the remaining payment term recognized as interest expense. Interest expense related to settlement payable was $0.2 million and $0.5 million for the three and nine months ended September 30, 2026, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively.

On July 8, 2025, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn”) filed a lawsuit against Nano Dimension Ltd. and Ofir Baharav (“Defendants”). Quinn alleges that Defendants tortiously interfered with Quinn’s contract with Desktop Metal, and prevented Desktop Metal from paying Quinn approximately $30.0 million. Quinn also asserts that Defendants are liable pursuant to an alleged attorney’s lien and engaged in unfair and deceptive trade practices, in violation of Massachusetts law. The case is pending in the Business Litigation Session of the Suffolk Superior Court in Massachusetts. On August 12, 2026, the Court denied Defendants’ motion to dismiss. The case remains pending, and Nano intends to vigorously defend itself against the claims, but the Company has concluded that a loss is probable and estimates the range of loss at $6.0 million to the amount of the claim. No amount of that range is a better estimate than any other and the Company has recorded an estimated liability of $6.0 million, the low end of the range, within accrued liabilities as of September 30, 2026. $6.0 million was included as part of General and administrative expense on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026.

During the third quarter of 2025, certain former employees or vendors of the Company or its subsidiaries filed lawsuits alleging that the Company is in breach of certain agreements and are entitled to certain compensation and other benefits. These matters settled during the second quarter of 2026 with payment of $2.3 million that was previously accrued.

During the fourth quarter of 2025, Markforged processed a $1.4 million payment to an account believed to be controlled by one of our vendors, however it was subsequently discovered that this account was not owned by the vendor. The Company suspects that a threat actor gained access to a valid email account of the vendor and used this account to fraudulently change payment instructions. The Company has notified its insurance carrier and engaged breach counsel as well as a forensics partner to help with the investigation. Pending conclusion of the investigation, approximately $1.4 million is accrued at September 30, 2026 as the estimated amount of probable loss which is included as part of general and administrative operating expenses.

On June 5, 2026, plaintiff Stephen Sorensen, the trustee for the Desktop Litigation Trust, which is an entity created as part of Desktop’s liquidation to file lawsuits and marshal assets for distribution to Desktop’s creditors (the “Trustee”) filed an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, against the Company, Markforged, and Desktop Metal’s former leadership (the “Director Defendants”), alleging that (a) the Director Defendants breached fiduciary duties owed to Desktop by failing to include a provision in the Desktop Merger Agreement requiring Nano to repurchase more than $115.0 million of Desktop’s notes (the “Notes”) that came due as a result of the Merger, (b) in the alternative, the Merger Agreement included an unwritten implied promise by Nano to repurchase the Notes for $115.0 million plus interest, and (c) that Markforged misappropriated certain alleged trade secrets concerning 3D printing titanium from Desktop at Nano’s direction after Nano bought both entities in April 2025. Based on the same alleged facts, the Trustee asserts claims against the Company and Markforged for conversion, violation of the Computer Fraud and Abuse Act, unfair and deceptive trade practices in violation of Massachusetts law, civil conspiracy, willful violation of Desktop Metal’s bankruptcy stay, avoidance of actual and constructive fraudulent transfers under bankruptcy law, and turnover of Desktop Metal’s alleged estate property. On August 7, 2026, the Company and Markforged moved to dismiss this case. They intend to vigorously defend themselves.

On September 11, 2026, twenty investment funds filed a lawsuit against the Company and Murchinson Ltd. (“Murchinson”) in the U.S. District Court for the Southern District of New York. The funds are alleged beneficial holders of notes that Desktop Metal issued in 2022. They seek to hold Nano and Murchinson liable for more than $115.0 million in alleged damages associated with the notes. The funds’ claims include: (i) federal securities fraud; (ii) promissory estoppel; (iii) common law fraud; (iv) aiding and abetting common law fraud; (v) tortious interference with an indenture; (vi) breach of an indenture; (vii) breach of oral and written guaranty; (viii) tortious interference with an oral and written guaranty; and (ix) negligent misrepresentation. Nano intends to vigorously defend itself against the claims.

Note 13 – Income Tax

The Company’s effective tax rate was (0.06)% and 0.08% for the three months ended September 30, 2026 and 2025, respectively, and 0.11% and 0.19% for the nine months ended September 30, 2026 and 2025, respectively. The reconciliation between the Israel statutory federal income tax rate of 23% and the effective tax rate primarily reflects pre-tax losses incurred in domestic and foreign jurisdictions for which no tax benefit was recognized due to a valuation allowance recorded against the majority of deferred tax assets. The Company maintained a valuation allowance against its deferred tax assets as of both September 30, 2026 and December 31, 2025.

Note 14 – Segments

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.

The Company operates as one reportable segment. The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis using consolidated net loss and adjusted EBITDA. The CODM uses the Company's net loss and adjusted EBITDA to monitor budgeted versus actual results, evaluate margins, review actual results and/or engage in other capital management transactions. Consolidated net loss is the measure of segment loss consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance.

There is not any revenue, expense, or asset information, that is supplemental to those disclosed in these condensed consolidated financial statements, that are regularly provided to the CODM for evaluation of thesingle operating segment. The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM:

Note 15 – Net Loss Per Share

The Company computes basic net loss per share using net loss attributable to the Company’s common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company does this through the treasury stock method. The calculations presented below represent the basic and diluted net loss per share for all classes of securities.

For the three and nine months ended September 30, 2026 and 2025, the Company was in a net loss position, thus the effect of potentially dilutive securities was excluded from the denominator for the calculation of diluted net loss per share because the inclusionof such securities would be antidilutive. The following dilutive securities are excluded from the denominator:

Note 16 – Related Party Transactions

Settlement Agreement with Significant Shareholder

On August 17, 2026, the Company received a demand letter from Murchinson, a beneficial owner of approximately 10% of the Company’s outstanding ordinary shares (represented by American Depositary Shares, or “ADSs”), seeking reimbursement for its legal fees and expenses incurred in connection with prior disputes, litigation proceedings, and shareholder contests (the “Demand”). Murchinson qualifies as principal shareholder and related party under ASC 850, Related Party Disclosures. The Board created a special committee consisting of two independent directors (the “Committee”) to evaluate the Demand and negotiate with Murchinson as appropriate. On October 19, 2026, the Company entered into a Settlement Agreement and Release (the “Demand Settlement Agreement”) with Murchinson, to settle the Demand for a mutually agreed amount of $14.7 million (the “Settlement Amount”), paid on October 23, 2026.

The Committee negotiated the Demand Settlement Agreement with the assistance of outside legal counsel, and it determined that the negotiated terms of the Demand Settlement Agreement were reasonable and in the best interest of the Company before recommending its approval by the Board. The Board unanimously approved the settlement with Murchinson, finding that continued disputes, threatened litigation, and unresolved claims may impose additional financial burdens, consume valuable management and board resources, create uncertainty regarding the Company's governance and operations, and interfere with Nano's ability to execute its strategic objectives. The Board determined that resolving outstanding disputes with Murchinson would serve the Company's best interests by reducing uncertainty, avoiding further disruption, and enabling management and the board to devote their attention and resources to the Company's future.

Pursuant to the terms of the Demand Settlement Agreement, and in exchange for the releases as set forth in the agreement, the Company agreed to pay Murchinson the Settlement Amount in full satisfaction of settled dispute claims and as reimbursement for documented third-party advisory, legal, and proxy solicitation expenses incurred. The Settlement Amount is accrued in Current settlement payable - related party on the condensed consolidated balance sheet as of September 30, 2026, and included within total General and administrative expenses on the condensed consolidated statement of operations and other comprehensive loss for the three and nine months ended September 30, 2026.

Note 17 – Subsequent Events

Appointment of Permanent Chief Executive Officer

Moshe Rozenbaum, who has served as the Interim Chief Executive Officer since July 21, 2026, was named as the permanent Chief Executive Officer on November 3, 2026.