Nano Dimension adds Nadav Kidron to board

Nano Dimension Ltd. appointed Nadav Kidron to its Board of Directors as a Class II director effective August 16, 2026, with a term expiring at the 2026 annual meeting of stockholders and until a successor is elected and qualified.

Rhea-AI Filing Summary

Nano Dimension Ltd. appointed Nadav Kidron to its Board of Directors as a Class II director effective August 16, 2026, with a term expiring at the 2026 annual meeting of stockholders and until a successor is elected and qualified. The Board determined that he qualifies as an independent director under applicable Nasdaq rules, and he will serve on both the Audit Committee and Compensation Committee.

Kidron is President, Chief Executive Officer, director and Chairman of Oramed Pharmaceuticals Inc. and holds additional board roles at several life sciences and medical technology companies. He will be compensated under Nano Dimension’s standard non-employee director arrangements, and the company will enter into an indemnification agreement with him similar to those of other directors. Separately, a 30-day exclusivity period under a non-binding term sheet with Infinite Epigenetics, Inc. expired on July 15, 2026, and the parties have not reached terms for a definitive agreement.

8-K Event Classification

2 items: 5.02, 7.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Appointment date: August 16, 2026 Director term end reference: 2026 Exclusivity period length: 30 days +2 more

5 metrics

Appointment date August 16, 2026 Date Nadav Kidron was appointed as a Class II director

Director term end reference 2026 Term expires at the annual meeting of stockholders to be held in 2026

Exclusivity period length 30 days Exclusivity under non-binding term sheet with Infinite Epigenetics, Inc.

Exclusivity expiry date July 15, 2026 Date the 30-day exclusivity period with Infinite Epigenetics, Inc. expired

Proxy Statement date referenced October 21, 2025 Date of Proxy Statement describing non-employee director compensation arrangements

Key Terms

independent director, Audit Committee, Compensation Committee, non-binding term sheet, +1 more

5 terms

independent director regulatory

"The Board has determined that Mr. Kidron qualifies as an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"Mr. Kidron will also serve on the Audit Committee and Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"serve on the Audit Committee and Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

non-binding term sheet financial

"The 30-day exclusivity period under the non-binding term sheet entered into"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

indemnification agreement regulatory

"The Company will enter into an indemnification agreement with Mr. Kidron"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

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

What board change did Nano Dimension (NNDM) announce on August 16, 2026?

Nano Dimension appointed Nadav Kidron as a Class II director effective August 16, 2026. His term runs until the company’s 2026 annual meeting of stockholders and until a successor is elected and qualified, or his earlier resignation or removal.

Is Nadav Kidron considered an independent director at Nano Dimension (NNDM)?

Yes. Nano Dimension’s Board determined that Nadav Kidron qualifies as an independent director under applicable Nasdaq rules. This status is important for his service on key committees, including the Audit Committee and Compensation Committee.

Which board committees will Nadav Kidron serve on at Nano Dimension (NNDM)?

Nadav Kidron will serve on Nano Dimension’s Audit Committee and Compensation Committee. These committees oversee financial reporting, internal controls, and executive and director compensation policies, giving him an active governance role at the company.

How will Nano Dimension (NNDM) compensate Nadav Kidron for his board service?

As a non-employee director, Nadav Kidron will receive compensation under Nano Dimension’s standard director compensation arrangements. These arrangements are described in the company’s Proxy Statement furnished on Form 6-K to the SEC on October 21, 2025.

What happened to Nano Dimension’s (NNDM) non-binding term sheet with Infinite Epigenetics, Inc.?

The 30-day exclusivity period under the non-binding term sheet with Infinite Epigenetics, Inc. expired on July 15, 2026. As of the report date, Nano Dimension and Infinite Epigenetics had not reached a definitive agreement on transaction terms.

Will Nano Dimension (NNDM) enter into an indemnification agreement with Nadav Kidron?

Yes. Nano Dimension will enter into an indemnification agreement with Nadav Kidron in connection with his board appointment. The agreement will be substantially the same as those previously entered into with the company’s other directors.

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

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Accepted by SEC EDGAR 08/18/2026 - 08:00 AM EDT Learn about SEC filing dates

0001643303false0001643303nndm:RightsToPurchaseAmericanDepositarySharesMember2026-08-162026-08-160001643303nndm:AmericanDepositarySharesMember2026-08-162026-08-1600016433032026-08-162026-08-16

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 16, 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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2026, the Board of Directors (the “Board”) of Nano Dimension Ltd. (the “Company”) appointed Nadav Kidron to the Board as a Class II director for the term expiring on the date of the annual meeting of the stockholders to be held in 2026 and until his successor is duly elected and qualified, or until his earlier resignation or removal, effective immediately. The Board has determined that Mr. Kidron qualifies as an independent director under the applicable Nasdaq rules. Mr. Kidron will also serve on the Audit Committee and Compensation Committee of the Board.

Mr. Kidron has served as President, Chief Executive Officer and a director of Oramed Pharmaceuticals Inc. (Nasdaq/TASE: ORMP) (“Oramed”), a pharmaceutical company focused on oral drug delivery technology, since March 2006, and as Chairman of Oramed's Board of Directors since June 2022. As President and Chief Executive Officer of Oramed, Mr. Kidron oversees all aspects of the company's operations, strategy and finances, including active supervision of its principal financial officer. Mr. Kidron has served as a member of the board of directors of Lifeward Ltd. (Nasdaq: LFWD), a medical technology company, since March 2026, as Chairman of the board of directors of Oravax Medical Inc., a company developing oral vaccines established as a joint venture between Oramed and Premas Biotech, since March 2021, and as a member of the board of directors of Alpha Tau Medical Ltd. (Nasdaq: DRTS), an oncology-focused medical device company, since May 2025. He also serves as Chairman of the board of directors of MDG Real Estate Global Ltd. (since July 2024). He previously served as a director of Entera Bio Ltd. until 2016. Mr. Kidron holds an LLB and an International MBA from Bar-Ilan University, Israel, and is a member of the Israel Bar Association. In 2009, he was a fellow at the Merage Foundation for U.S.-Israel Trade Programs for executives in the life sciences field.

As a non-employee director, Mr. Kidron will be compensated for his service on the Board in accordance with the Company’s director compensation arrangements applicable to the Company’s non-employee directors, as more fully described in the Company’s Proxy Statement furnished on a Form 6-K to the Securities and Exchange Commission on October 21, 2025.

The Company will enter into an indemnification agreement with Mr. Kidron in connection with his appointment to the Board, which would be in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Mr. Kidron and any other persons pursuant to which he was selected as a director. Additionally, Mr. Kidron has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The 30-day exclusivity period under the non-binding term sheet entered into with Infinite Epigenetics, Inc. expired on its terms on July 15, 2026. As of the date hereof, the parties have not reached an agreement on the terms of a definitive agreement.

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 18, 2026				By:		/s/ John Brenton
						John Brenton
						Chief Financial Officer

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