Nano Dimension to sell MarkForged for $42.5M

Nano Dimension Ltd. entered a definitive agreement to sell its wholly owned subsidiary MarkForged, Inc. to Stratasys Ltd. in an all-cash transaction valued at $42.5 million.

Rhea-AI Filing Summary

Nano Dimension Ltd. entered a definitive agreement to sell its wholly owned subsidiary MarkForged, Inc. to Stratasys Ltd. in an all-cash transaction valued at $42.5 million. This sale is a key part of Phase 2 of Nano Dimension’s three-phase strategic plan, which centers on monetizing product lines to simplify the business and strengthen the balance sheet.

The transaction is expected to reduce Nano Dimension’s annualized cash burn by approximately $15 million through direct and indirect operating cost savings. Nano Dimension will retain the Markforged Metal Binder Jetting product line, while continuing to advance Phase 3 of its plan, which involves evaluating strategic alternatives to maximize long-term shareholder value. The deal is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.

Positive

• $42.5 million all-cash sale of MarkForged, Inc. provides immediate liquidity and supports Nano Dimension’s effort to simplify its business and strengthen its balance sheet within its three-phase strategic plan.
• Expected $15 million reduction in annualized cash burn from the transaction should improve Nano Dimension’s cost structure and extend financial flexibility as it pursues Phase 3 strategic alternatives.

Negative

• None.

Insights

Equity analyst

Sale adds cash and cuts burn, aligning with Nano Dimension’s strategic plan.

Nano Dimension agreed to sell its wholly owned subsidiary MarkForged, Inc. to Stratasys in an all-cash deal worth $42.5 million. Management frames this as a Phase 2 action in a three-phase plan focused on simplification and balance sheet strength.

The company expects the deal to cut annualized cash burn by about $15 million, combining direct and indirect cost savings. That reduction, together with the cash proceeds, can meaningfully extend financial flexibility as Phase 3 strategic alternatives are evaluated.

The transaction is expected to close in the second half of 2026, subject to regulatory approvals and other customary conditions. Actual impact will depend on closing as planned and Nano Dimension’s execution of subsequent strategic steps outlined in its plan.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Transaction value: $42.5 million Cash burn reduction: $15 million per year (approximately) Expected closing period: Second half of 2026

3 metrics

Transaction value $42.5 million All-cash sale of MarkForged, Inc. to Stratasys

Cash burn reduction $15 million per year (approximately) Expected annualized cash burn reduction from the transaction

Expected closing period Second half of 2026 Anticipated closing timeline, subject to conditions and approvals

Key Terms

definitive agreement, all-cash transaction, annualized cash burn, strategic plan, +1 more

5 terms

definitive agreement financial

"today announced that it has entered into a definitive agreement to sell MarkForged, Inc."

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

all-cash transaction financial

"to Stratasys Ltd. ... in an all-cash transaction valued at $42.5 million."

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

annualized cash burn financial

"Transaction Expected to Reduce Annualized Cash Burn by Approximately $15 Million"

Annualized cash burn is the amount of cash a company is spending on operations and investments projected over a one‑year period, calculated by taking recent spending and scaling it to 12 months. Investors use it to judge how fast a company is using its cash reserves—like estimating a car’s annual fuel use from recent trips—to assess how long the company can operate before needing more funding or cutting costs.

strategic plan financial

"represents another major step in Nano Dimension’s previously announced three phase strategic plan"

A strategic plan is a company's roadmap that sets long-term goals, priorities, and the actions and resources needed to reach them. For investors it matters because the plan shows management’s priorities and how the business intends to grow, cut costs, or handle risks—like a household budget that reveals where money will be spent and whether financial targets are realistic—helping assess future profit potential and execution risk.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Nano Dimension (NNDM) announce regarding MarkForged, Inc.?

Nano Dimension announced a definitive agreement to sell its wholly owned subsidiary MarkForged, Inc. to Stratasys in an all-cash transaction valued at $42.5 million. The sale is part of Phase 2 of Nano Dimension’s three-phase strategic plan to simplify its business and strengthen the balance sheet.

How will the MarkForged sale affect Nano Dimension’s cash burn?

Nano Dimension expects the sale of MarkForged, Inc. to reduce its annualized cash burn by approximately $15 million. This reduction reflects both direct and indirect operating cost savings, including certain costs not solely attributable to MarkForged, helping improve the company’s overall cost structure.

When is the Nano Dimension–Stratasys MarkForged transaction expected to close?

The transaction to sell MarkForged, Inc. to Stratasys is expected to close in the second half of 2026. Completion is subject to customary closing conditions and required regulatory approvals, meaning timing could vary depending on these external processes and clearances.

What part of Nano Dimension’s strategic plan does the MarkForged sale support?

The sale of MarkForged, Inc. is part of Phase 2 of Nano Dimension’s three-phase strategic plan. Phase 2 focuses on monetizing product lines to simplify the business and strengthen the balance sheet, following cost reductions in Phase 1 and preceding broader strategic alternatives in Phase 3.

Will Nano Dimension retain any Markforged-related technology after the sale?

Yes. Nano Dimension will retain the Markforged Metal Binder Jetting product line after the sale of MarkForged, Inc. to Stratasys. This allows Nano Dimension to continue participating in metal binder jetting technology while divesting the rest of the subsidiary to streamline its operations.

How does this transaction relate to Nano Dimension’s Phase 3 strategic objectives?

Management states the sale advances progress toward Phase 3 of Nano Dimension’s strategic plan, which focuses on evaluating strategic alternatives to maximize long-term shareholder value. The cash proceeds and expected lower cash burn provide added flexibility as the company continues Phase 3 discussions and assessments.

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

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Accepted by SEC EDGAR 05/27/2026 - 06:30 AM Learn about SEC filing dates

0001643303false0001643303nndm:AmericanDepositarySharesMember2026-05-272026-05-270001643303nndm:RightsToPurchaseAmericanDepositarySharesMember2026-05-272026-05-2700016433032026-05-272026-05-27

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): May 27, 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 8.01. Other Information.

On May 27, 2026, Nano Dimension Ltd. issued a press release titled “Nano Dimension Announces Sale of MarkForged, Inc. to Stratasys,” a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by the registrant on May 27, 2026.
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: May 27, 2026				By:		/s/ John Brenton
						John Brenton
						Chief Financial Officer

Exhibit 99.1

Nano Dimension Announces Sale of MarkForged, Inc. to Stratasys

Accelerating Progress Toward Unlocking and Maximizing Long-Term Shareholder Value

Transaction Expected to Reduce Annualized Cash Burn by Approximately $15 Million

WALTHAM, MASSACHUSETTS -- May 27, 2026 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”) today announced that it has entered into a definitive agreement to sell MarkForged, Inc. (“MarkForged”), a wholly owned subsidiary, to Stratasys Ltd. (NASDAQ: SSYS) (“Stratasys”) in an all-cash transaction valued at $42.5 million.

The transaction represents another major step in Nano Dimension’s previously announced three phase strategic plan, which is being executed in parallel, and further advances the Company’s Phase 3 progress toward maximizing long-term shareholder value. Phase 1 focuses on streamlining operations and reducing cash burn through efficiency initiatives and disciplined cost management. Phase 2 focuses on the monetization of product lines to simplify the business and strengthen the balance sheet. Phase 3 focuses on evaluating strategic alternatives to maximize long-term shareholder value and selecting the most compelling path forward.

The sale of MarkForged, Inc. is part of Phase 2 of our strategic plan. The transaction is expected to reduce annualized cash burn by approximately $15 million through a combination of direct and indirect operating cost savings, including certain costs not solely attributable to MarkForged. Nano Dimension will retain the Markforged Metal Binder Jetting product line.

“We are pleased to have reached an agreement with Stratasys that we believe positions MarkForged for continued growth and success under its ownership. This transaction represents a deliberate step in advancing Nano Dimension’s three phase strategic plan and accelerating Phase 3 execution,” said David Stehlin, Chief Executive Officer of Nano Dimension. “We have made meaningful progress across Phase 1 and Phase 2, including cost reductions, operational streamlining and multiple product line monetization actions. As Phase 3 continues to accelerate, we have recently advanced discussions with a focused set of strategic opportunities and potential partners aimed at maximizing long-term shareholder value.”

The transaction is expected to close in the second half of 2026, subject to customary closing conditions and regulatory approvals.

About Nano Dimension Ltd.

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 Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding Nano’s strategic plan and focus on value to shareholders, the expected benefits of the transaction, the reduction in Nano’s annualized cash burn as a result of such sale, the expected timing of the closing of such sale 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

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 17.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 50.3 KB