Nano Dimension Adopts Limited Duration Shareholder Rights Agreement

Nano Dimension (Nasdaq: NNDM) adopted a limited duration shareholder rights agreement to protect long-term ADS holders and give the Board time to respond to control attempts.

Rhea-AI Summary

Nano Dimension (Nasdaq: NNDM) adopted a limited duration shareholder rights agreement to protect long-term ADS holders and give the Board time to respond to control attempts.

One right will be issued per ADS outstanding as of Feb 13, 2026; rights become exercisable if any party acquires 9.99% or more without Board approval, at a purchase price of $0.01 per ADS. The rights expire Feb 1, 2027. The Company will file an 8-K and Form 8-A with further details.

Positive

• Record date Feb 13, 2026 creates clear implementation timing
• Rights expire Feb 1, 2027, limiting long-term entrenchment
• 9.99% trigger threshold clearly defined to deter hostile bids
• One right per ADS preserves proportionality across ADS holders

Negative

• Exercise price of $0.01 per ADS could cause shareholder dilution if triggered
• May discourage activist or takeover proposals through Feb 1, 2027
• Could delay or complicate change-of-control transactions not approved by Board

Argus Feb 3 session

+3.72% close to close Open Argus

Details

News Market Reaction – NNDM

On Feb 3, the first trading day after this news, NNDM closed 3.72% above the previous close.

Data tracked by StockTitan Argus for the Feb 3 session.

Key Figures

Rights record date: February 13, 2026 Rights purchase price: $0.01 per ADS Ownership trigger: 9.99% +2 more

Rights record date

February 13, 2026

Date when one right per ADS will be issued

Rights purchase price

$0.01 per ADS

Exercise price per ADS when rights become exercisable

Ownership trigger

9.99%

Beneficial ownership threshold for rights to become exercisable

Rights expiry

February 1, 2027

Expiration date of the shareholder rights agreement

Rights per ADS

1 right per 1 ADS

One special purchase right for every ADS outstanding

Historical Context

5 past events · Latest: Jan 21

5 events

1. Jan 21

   Prelim Q4 results

   24h Move

   +6.2%

   Preliminary Q4 2025 revenue exceeded prior guidance with strong end‑market demand.

2. Dec 04

   AGM results

   24h Move

   +0.8%

   Shareholders approved all AGM proposals backing board, cost cuts, buybacks, guidance.

3. Nov 19

   Q3 2025 earnings

   24h Move

   +1.9%

   Reported strong Q3 revenue and YTD growth with detailed guidance and buyback data.

4. Oct 30

   Earnings call notice

   24h Move

   +8.0%

   Announced logistics for upcoming Q3 2025 financial results conference call.

5. Oct 21

   AGM announcement

   24h Move

   -5.0%

   Set date, agenda, and voting details for the 2025 Annual General Meeting.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

shareholder rights agreement, american depository shares, beneficial ownership, form 8-k, +4 more

8 terms

shareholder rights agreement regulatory

"announced that its Board of Directors ... has adopted a limited duration shareholder rights agreement"

A shareholder rights agreement is a legal contract that spells out the powers and protections of shareholders, such as how shares can be bought, sold, or diluted and what happens during takeovers or corporate disputes. It matters to investors because it shapes how much control they have, how their ownership can change, and what safeguards exist against abrupt changes—like a homeowner’s rules that prevent a single neighbor from altering the whole block.

american depository shares financial

"all Nano Dimension’s holders of American Depository Shares (“ADSs”)"

American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

beneficial ownership regulatory

"if an entity, person or group acquires beneficial ownership of 9.99% or more"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

form 8-k regulatory

"contained in a Current Report on Form 8-K and in a Registration Statement"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

registration statement on form 8-a regulatory

"and in a Registration Statement on Form 8-A that the Company will file"

A registration statement on Form 8‑A is a short filing that formally registers a class of securities with the U.S. Securities and Exchange Commission so those securities can be listed and traded under the Securities Exchange Act. It matters to investors because it triggers regular public reporting by the issuer and makes reliable company disclosures easier to find—like a vehicle being licensed to drive on public roads, which also requires periodic safety inspections and records.

proxy solicitation regulatory

"does not restrict shareholders from engaging in a public proxy or consent solicitation"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

fiduciary duties regulatory

"assist the Board with fulfilling its fiduciary duties to the Company"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

strategic alternatives review financial

"continues to advance a structured and data driven strategic alternatives review process"

A strategic alternatives review is a process where a company examines different options for its future direction, such as selling parts of the business, merging with another company, or restructuring itself. This review helps management determine the best way to maximize value for shareholders. For investors, it signals that the company is exploring ways to improve its performance or unlock hidden worth, which can influence its stock price and strategic decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WALTHAM, Mass., Feb. 02, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leader in digital manufacturing solutions, today announced that its Board of Directors (the “Board”) has adopted a limited duration shareholder rights agreement (the “Rights Agreement”).

The adoption of the Rights Agreement is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s holders of American Depository Shares (“ADSs”) and enable them to realize the full potential value of their investment in the Company. The Rights Agreement is designed to reduce the likelihood that any entity, person or group would gain control of, or exert significant influence over, Nano Dimension.

The Rights Agreement is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will assist the Board with fulfilling its fiduciary duties to the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to gain control or significantly influence Nano Dimension. The Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the Company.

The Rights Agreement is similar to those adopted by other similarly positioned publicly traded companies. Pursuant to the Rights Agreement, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13, 2026. Each right will allow its holder to purchase from Nano Dimension one (1) ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 9.99% or more of Nano Dimension’s outstanding ordinary shares in a transaction or transactions not approved by the Board. The rights under the Rights Agreement will expire on February 1, 2027. The Rights Agreement does not restrict shareholders from engaging in a public proxy or consent solicitation.

Further details about the Rights Agreement will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company will file with the U.S. Securities and Exchange Commission (“SEC”).

As previously disclosed, the Board, 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. The Company expects to provide additional information on this process during its upcoming earnings call, to the extent updates are available.

Advisors

Paul Hastings LLP is serving as legal counsel to the Company and Houlihan Lokey is serving as financial advisor to the Company.

About Nano Dimension

Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension Ltd. (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices. For more information, please visit https://www.nano-di.com/.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses: the intention of the Rights Agreement to protect the long-term interest of Nano Dimension and enable the ADS holders to realize the full potential value of their investment in the Company; the record date and expiration date of the Rights Agreement; that the Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the Company and other anticipated benefits and expected consequences of the Rights Agreement; the exercisability of the rights under the Rights Agreement; the strategic alternatives review process; and all other statements other than statements of historical fact that address activities, events or developments that Nano Dimension intends, expects, projects, believes or anticipates will or may occur in the future. 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 Dimension, 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 Dimension’s annual report on Form 20-F filed with the SEC on May 12, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension 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. Nano Dimension is not responsible for the contents of third-party websites.

Contacts:
Investors: Purva Sanariya
Director, Investor Relations
ir@nano-di.com

Media: Samuel Manning
Principal Manager, External Communications
press@nano-di.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Nano Dimension (NNDM) rights agreement do and when does it take effect?

It issues one special purchase right per ADS to deter unapproved control attempts. According to Nano Dimension, rights are issued to ADS holders of record on Feb 13, 2026 and will expire on Feb 1, 2027, giving the Board time to evaluate offers.

What triggers exercise of the NNDM shareholder rights and what are the terms?

Rights become exercisable if any party acquires beneficial ownership of 9.99% or more without Board approval. According to Nano Dimension, each right permits purchase of one ADS at a $0.01 purchase price once exercisable.

Will the Nano Dimension rights agreement block shareholder proxy fights or consent solicitations?

No, the agreement does not restrict proxy or consent solicitations. According to Nano Dimension, shareholders remain free to pursue public proxy or consent solicitations despite the rights being in place.

How might the NNDM rights agreement affect shareholders and potential acquirers?

It is intended to encourage negotiation with the Board and deter hostile stakes near 10%. According to Nano Dimension, the rights give the Board time to make informed judgments about control attempts, potentially affecting deal timing.

Where will investors find formal disclosures about the Nano Dimension rights agreement?

Detailed disclosures will be filed with the SEC on Form 8-K and Form 8-A. According to Nano Dimension, those filings will contain further terms and registration details for the special purchase rights.