Nano Dimension Ltd.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, which could materially affect our business, financial condition, results of operations and prospects. Except as set forth below, there have been no material changes to the Company’s risk factors since that Annual Report on Form 10-K.

Recent changes in our board of directors, including a change in control, and in our senior management may disrupt our operations and adversely affect our business.

We have recently experienced significant changes in our board of directors and senior management. On July 17, 2026, we entered into the Agreement with Murchinson. Under the Agreement, four of our directors resigned, including our then Chief Executive Officer, and three new directors were appointed to our board of directors. As a result of these resignations and appointments, a change in control of the Company occurred on July 17, 2026. On July 21, 2026, a member of our board of directors was appointed as our Interim Chief Executive Officer, and on August 16, 2026, our board of directors appointed an additional director. These changes may result in the loss of institutional knowledge, disruption to our operations and challenges in executing our business strategy. Our reconstituted board of directors and new management team may change our strategy, priorities or capital allocation (including the use of our cash resources and our share repurchase program), or the outcome of our ongoing review of strategic alternatives, and those changes may not be successful. The transition of responsibilities to new or existing personnel may take longer or require more resources than anticipated, and there can be no assurance that new or remaining personnel will be able to perform their roles effectively. Changes in management may also affect employee morale, productivity and relationships with customers, suppliers and other business partners. If we are unable to successfully manage these transitions, or if additional changes occur, our business operations, financial condition, results of operations and ability to achieve our strategic objectives could be materially and adversely affected.