Form 8-K

8-K — Nano Dimension Ltd.

Accession: 0001193125-26-337947

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001643303

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nndm-20260806.htm (Primary)

EX-99.1 (nndm-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nndm-20260806.htm · Sequence: 1

8-K

0001643303false00016433032026-08-062026-08-060001643303nndm:AmericanDepositarySharesMember2026-08-062026-08-060001643303nndm:RightsToPurchaseAmericanDepositarySharesMember2026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2026

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)

State of Israel

(State or Other Jurisdiction

of Incorporation)

001-37600

52-0029109

(Commission File Number)

(I.R.S. Employer Identification No.)

60 Tower Road

Waltham, MA

02451

(Address of Principal Executive Offices)

(Zip Code)

(866) 496-1805

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading

Symbol:

Name of Each Exchange

on Which Registered:

American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)

NNDM

The Nasdaq Stock Market LLC

Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share

NNDM

The Nasdaq Stock Market LLC

(1) Evidenced by American Depositary Receipts.

(2) Not for trading, but only in connection with the listing of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

CONTENTS

Item 2.02.

Results of Operations and Financial Condition.

On August 6, 2026, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Reports Financial Results for the Second Quarter 2026,” a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The sections titled “Second Quarter 2026 Highlights,” “Second Quarter 2026 Financial Details” and “Forward-Looking Statements” and the GAAP financial statements of Exhibit 99.1 to this Current Report on Form 8-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-278368) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by the registrant on August 6, 2026, furnished herewith.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nano Dimension Ltd.

(Registrant)

Date: August 6, 2026

By:

/s/ John Brenton

John Brenton

Chief Financial Officer

EX-99.1

Filename: nndm-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Nano Dimension Reports Financial Results for the Second Quarter 2026

Ongoing Strategic Actions Expected to Reduce Annualized Cash Burn by Approximately $25 Million

Announced Agreement to Sell MarkForged, Inc. to Stratasys; Transaction Expected to Close in the Second Half of 2026

Completed Sale of AME and Fabrica Product Lines

WALTHAM, MASSACHUSETTS -- August 6, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”) today reported financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights:

•

Revenue: $29.0 million, a 12.1% increase from $25.8 million year-over-year

•

Gross Margin (“GM”): 45.9%, up from 27.3% year-over-year

•

Adjusted Gross Margin (“Adjusted GM”): 48.8%, up from 44.7% year-over-year

•

Net Loss from Continuing Operations: $6.8 million, an improvement compared to a loss of $11.4 million year-over-year

•

Adjusted EBITDA Loss from Continuing Operations: $9.6 million, an improvement compared to a loss of $16.7 million year-over-year

•

Total cash, cash equivalents, deposits, restricted deposits and marketable equity securities: $433.3 million as of June 30, 2026, compared to $441.6 million as of March 31, 2026

Adjusted EBITDA and Adjusted Gross Margin are non-GAAP financial measures. More information, including a reconciliation of Adjusted EBITDA and Adjusted Gross Margin to the most directly comparable GAAP financial measure can be found below in this press release under “Non-GAAP Financial Measures” and “Reconciliation of US GAAP to Non-GAAP Measures.”

Second Quarter 2026 Financial Details:

Revenue increased 12.1% year-over-year to $29.0 million, driven primarily by continued strength in the Company's Essemtec product line. Markforged contributed $14.1 million of revenue during the quarter, a decrease of $2.0 million compared to the prior-year period. Excluding Markforged, revenue increased $5.2 million, or 53.1%, year-over-year, primarily reflecting growth in the Essemtec product line, partially offset by a $1.1 million decrease in revenue due to the sale of the AME product line.

GAAP gross profit increased 88.8% year-over-year to $13.3 million, while gross margin improved to 45.9%, compared to 27.3% in the prior-year period. The improvement was primarily driven by the non-recurrence of non-cash charges recognized in the second quarter of 2025, higher sales volumes, a more favorable product mix, and the continued execution of margin improvement initiatives across the Company. The Company's continued focus on margin improvement is also reflected in non-GAAP gross profit, which increased 22.3% year-over-year to $14.1 million, while Adjusted gross margin improved to 48.8%, compared to 44.7% in the prior-year period.

The Essemtec product line delivered a record quarterly performance, driven by continued demand across electronics manufacturing, AI-related manufacturing applications, and aerospace and defense applications, including continued expansion with space and satellite customers.

Markforged experienced softer sales during the second quarter. However, customer engagement and underlying demand trends remain strong. Approximately $3.0 million of orders received were not reflected in second quarter revenue due to production timing and are expected to be fulfilled in the third quarter. During the second quarter, the Company secured a significant order from a major aerospace manufacturer and continued to see momentum across aerospace and defense applications in multiple regions, as well as in other advanced manufacturing environments. At the same time, Markforged continued to benefit from cost reduction initiatives, which contributed to improved margins.

GAAP operating expenses declined 30.4% year-over-year reflecting lower one-time items and continued execution of cost reduction initiatives during the quarter. Non-GAAP operating expenses declined 16.0% year-over-year and 27.2% relative to the previously identified baseline of approximately $32.5 million. This baseline represents second quarter 2025 non-GAAP operating expenses adjusted to include a full quarter of Markforged. These cost reduction initiatives, together with improved operating performance, contributed to a 40.1% improvement in net loss from continuing operations and a 42.5% improvement in Adjusted EBITDA loss compared to the prior-year period.

Management Commentary:

“Our second quarter results demonstrate continued progress in improving operating performance through disciplined execution and cost reduction initiatives,” said John Brenton, Chief Financial Officer. “We delivered strong margin performance, reduced operating expenses, and significantly improved Adjusted EBITDA compared to the prior-year period. We remain focused on maintaining financial discipline, improving operational efficiency and preserving financial flexibility.”

Moshe Rozenbaum, Interim Chief Executive Officer, commented, “Since assuming the role of Interim CEO in July, I have been working closely with the Board and leadership team to evaluate the Company's operations, capital allocation priorities, and strategic direction. Our priorities are clear and disciplined. We are committed to maximizing shareholder value through disciplined capital allocation, operational excellence, rigorous execution and financial strength. Over the coming quarters, our focus is on four key priorities: reducing our cost structure, monetizing non-core assets, driving the business toward positive cash flow, and returning excess capital to shareholders when appropriate and consistent with our capital allocation framework. We recognize that shareholders expect accountability and tangible results, and we are committed to transparent communication as we advance these priorities.”

Corporate Updates and Business Highlights:

Leadership Update: Effective July 21, 2026, Moshe Rozenbaum was appointed Interim Chief Executive Officer.

Governance Update: On July 17, 2026, the Company entered into a settlement agreement with Murchinson Ltd. and its affiliated entities, resulting in a refreshed Board of Directors (the “Board”) through the appointment of three new directors and the departure of four directors. The Board has appointed Phillip Borenstein as Chairman of the Board.

Corporate Headquarters Lease Termination: On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, substantially reducing the Company’s future lease obligations. The Company expects to eliminate approximately $38 million of cumulative future lease costs through 2031. After accounting for the approximately $13 million lease termination payment, the Company expects to realize approximately $25 million of cumulative net cash savings.

Sale of MarkForged, Inc: On May 27, 2026, the Company entered into a definitive agreement to sell MarkForged, Inc. to Stratasys Ltd. in an all-cash transaction valued at $42.5 million. The transaction is expected to enhance financial flexibility and reduce annualized cash burn by approximately $15 million. This estimate includes approximately $7.5 million of annualized lease-related

cost savings associated with the corporate headquarters lease. The transaction is expected to close in the second half of 2026 and remains subject to customary closing conditions and regulatory approvals. The Company will provide updates as appropriate.

Sale of AME and Fabrica Product Lines: On April 6, 2026, the Company announced the sale of its additively manufactured electronics (AME) product line and its previously discontinued Fabrica product line to Inspira Technologies OXY B.H.N. Ltd. for total consideration of up to $12.5 million, including a $2.0 million upfront cash payment and up to $10.5 million in performance-based deferred payments over the next twelve months. The transaction is expected to reduce annualized cash burn by approximately $10 million.

2026 Financial Guidance Update

As previously announced in May 2026, given the Company’s ongoing actions under its strategic plan and the potential for additional changes across the business, the Company has suspended its full year 2026 financial guidance.

Conference Call

Given the Company’s ongoing strategic initiatives, Nano Dimension will not host a second quarter 2026 earnings conference call. Additional information on the Company’s second quarter 2026 results can be found on Form 10-Q being filed with the Securities and Exchange Commission on the date hereof. The Company remains committed to transparent communication and will continue to provide updates on material developments as appropriate.

About Nano Dimension Ltd.

Nano Dimension Ltd. (Nasdaq: NNDM) has historically delivered advanced digital manufacturing technologies, including serving customers across the defense, aerospace, automotive, electronics and medical device industry segments. For more information, please visit https://www.nano-di.com/.

Non-GAAP Financial Measures

EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.

Adjusted EBITDA and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above, should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.

Adjusted gross profit, excluding depreciation and amortization, share-based compensation expenses, and step-up amortization from purchase accounting, is a non-GAAP measure. We believe that adjusted gross profit, as described above, should also be useful in evaluating the performance of our business. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non-cash items, such as amortization expenses. Adjusted gross margin is calculated by dividing the adjusted gross profit by the revenues.

EBITDA and Adjusted EBITDA, Adjusted gross profit and non-GAAP operating expenses can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, however, we may incur such expenses in the future, which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.

Nano Dimension does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Nano’s future growth, strategic plan and value to shareholders; the Company’s expectation that the phases of the strategic plan will increase shareholder value, streamline operations, monetize product lines and progress toward potentially selecting a compelling opportunity; the expected timeline of the sale of MarkForged, Inc., the Company’s expectations in the success of future strategic alternatives in reducing complexity, lowering annualized cash burn, strengthening the Company’s financial flexibility and delivering significant long term value creation in 2026 and beyond; and all other statements other than statements of historical fact that address activities, events or developments that Nano intends, expects, projects, believes or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect

events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.

Contacts:

Investors: Purva Sanariya

Director, Investor Relations

ir@nano-di.com

Media: Samuel Manning

Principal Manager, External Communications

press@nano-di.com

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) (Unaudited)

June 30,

December 31,

2026

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

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

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

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

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) (Unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

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

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

)

(56

)

(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

)

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

For the Six Months Ended June 30,

2026

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

)

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

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

—

NANO DIMENSION LTD.

RECONCILIATION OF US GAAP TO NON-GAAP MEASURES

(In thousands) (Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

GAAP Net loss from continuing operations

(6,804

)

(11,362

)

(76,466

)

(36,910

)

Tax expense

150

Depreciation and amortization

1,704

1,936

4,136

2,510

Interest expense

221

184

442

184

Interest income

(3,804

)

(5,944

)

(7,456

)

(15,253

)

Non-GAAP EBITDA (loss)

(8,533

)

(15,110

)

(79,194

)

(49,370

)

Finance (income) expense from revaluation of assets and liabilities

(7,272

)

(16,266

)

1,162

(24,992

)

Exchange rate differences

(3,098

)

(8,363

)

(2,958

)

(6,724

)

Share-based compensation expense

873

2,430

3,798

1,644

Desktop Metal litigation related expenses

—

3,246

—

31,315

Desktop Metal and Markforged transaction related expenses

8,305

614

9,820

Restructuring and other

6,764

3,767

9,891

4,947

Impairment losses

—

1,456

40,388

2,685

Acquisition inventory step-up amortization

—

3,849

616

3,849

Litigation, settlements, and contingencies

1,616

—

3,567

—

Non-GAAP Adjusted EBITDA from continuing operations

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(16,686

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(22,116

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(26,826

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Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Cost of Revenue

2026

2025

2026

2025

GAAP Cost of revenue

15,669

18,794

33,267

27,354

Share-based payments expense

105

263

326

Depreciation and amortization

730

577

1,468

719

Acquisition inventory step-up amortization

—

3,849

616

3,849

Non-GAAP Cost of revenue

14,834

14,288

30,920

22,460

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Gross Profit

2026

2025

2026

2025

GAAP Gross profit

13,294

7,043

25,421

12,884

Share-based payments expense

105

263

326

Depreciation and amortization

730

577

1,468

719

Acquisition inventory step-up amortization

—

3,849

616

3,849

Non-GAAP Gross profit

14,129

11,549

27,768

17,778

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Gross Margin

2026

2025

2026

2025

GAAP Gross margin

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27.3

43.3

32.0

Share-based payments expense

0.4

0.3

0.4

0.8

Depreciation and amortization

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2.2

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1.8

Acquisition inventory step-up amortization

0.0

14.9

1.0

9.6

Non-GAAP Gross margin

48.8

44.7

47.3

44.2

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Research and Development Expenses

2026

2025

2026

2025

GAAP Research and development expenses

5,785

8,114

13,989

14,058

Share-based payments expense

(46

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644

432

713

Depreciation and amortization

250

364

654

573

Non-GAAP Research and development expenses

5,581

7,106

12,903

12,772

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Sales and Marketing Expenses

2026

2025

2026

2025

GAAP Sales and marketing expenses

8,405

9,907

18,097

15,551

Share-based payments expense

119

225

319

548

Depreciation and amortization

375

593

1,279

636

Non-GAAP Sales and marketing expenses

7,911

9,089

16,499

14,367

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP General and Administrative Expenses

2026

2025

2026

2025

GAAP General and administrative expenses

12,912

22,189

28,121

27,856

Share-based payments expense

695

1,481

2,784

Depreciation and amortization

349

402

735

582

Desktop Metal and Markforged transaction related expenses

8,305

614

9,820

Litigation, settlements, and contingencies

1,616

—

3,567

—

Non-GAAP General and administrative expenses

10,194

12,001

20,421

17,397

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Operating Loss

2026

2025

2026

2025

GAAP Operating loss

(20,572

)

(41,636

)

(85,065

)

(83,528

)

Share-based payments expense

873

2,430

3,798

1,644

Depreciation and amortization

1,704

1,936

4,136

2,510

Desktop Metal litigation related expenses

—

3,246

—

31,315

Desktop Metal and Markforged transaction related expenses

8,305

614

9,820

Restructuring costs and other

6,764

3,767

9,891

4,947

Impairment losses

—

1,456

40,388

2,685

Acquisition inventory step-up amortization

—

3,849

616

3,849

Litigation, settlements, and contingencies

1,616

—

3,567

—

Non-GAAP Operating loss

(9,557

)

(16,647

)

(22,055

)

(26,758

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