Nano Dimension replaces KPMG with PwC Israel

KPMG’s internal-control opinion as of December 31, 2025 was adverse because of a material weakness involving acquisition accounting controls.

Rhea-AI Filing Summary

Nano Dimension Ltd. dismissed KPMG LLP and engaged Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited identified as PwC Israel, as its independent registered public accounting firm on September 28, 2026. PwC Israel will audit the fiscal year ending December 31, 2026, and review quarterly financial statements for the quarter ending September 30, 2026.

The company reported no disagreements with KPMG during fiscal 2025 or the interim period through September 28, 2026, and no reportable events except the material weakness described. KPMG’s report on the consolidated financial statements for the year ended December 31, 2025 contained no adverse or disclaimer opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

Separately, KPMG’s internal-control report as of December 31, 2025 was adverse because the company did not maintain sufficient resources with appropriate accounting knowledge, training and experience. KPMG said this resulted in ineffective process-level controls for acquisition accounting and related disclosures, including valuation of certain acquired intangible assets and discontinued operations.

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Negative

• Major pointKPMG’s 2025 year-end internal-control opinion was adverse because of a material weakness.

Filing Explained

For the previously disclosed weakness in acquisition-related accounting controls, Nano Dimension says it authorized outgoing auditor KPMG to respond fully to questions from incoming auditor PwC Israel, adding a specific channel for follow-up during the handoff.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Terms

independent registered public accounting firm, material weakness, reportable events, process-level controls, +1 more

5 terms

independent registered public accounting firm regulatory

"as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weakness technical

"because of the material weakness disclosed"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

reportable events regulatory

"there were no “reportable events”"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

process-level controls technical

"ineffective design and operation of process-level controls"

discontinued operations financial

"valuation of certain acquired intangible assets and discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

FAQ

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

What was KPMG’s audit opinion on Nano Dimension (NNDM)?

KPMG’s report on Nano Dimension’s consolidated financial statements for the year ended December 31, 2025 contained no adverse or disclaimer opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Its internal-control report as of December 31, 2025 was adverse because of a material weakness.

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

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Available on EDGAR 10/02/2026 - 04:15 PM Accepted by SEC EDGAR 10/02/2026 - 04:15 PM Learn about SEC filing dates

0001643303false0001643303nndm:AmericanDepositarySharesMember2026-09-282026-09-280001643303nndm:RightsToPurchaseAmericanDepositarySharesMember2026-09-282026-09-2800016433032026-09-282026-09-28

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): September 28, 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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On August 26, 2025, Nano Dimension Ltd. (the “Company”) announced on Form 6-K the appointment of KPMG LLP (“KPMG”), as the Company’s independent registered public accounting firm, effective August 19, 2025. On September 28, 2026, the Company dismissed KPMG as the Company’s independent registered public accounting firm. The dismissal was approved by the Audit Committee of the Board of Directors of the Company.

During the fiscal year ended December 31, 2025, and the subsequent interim period through September 28, 2026, (i) there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as described below.

KPMG’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025 did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. KPMG’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 contained an adverse opinion because of the material weakness disclosed in Item 9A of the Company’s 2025 Annual Report on Form 10-K. KPMG’s report, dated March 31, 2026, indicates that the Company did not maintain sufficient resources with the appropriate level of accounting knowledge, training and experience that resulted in the ineffective design and operation of process‑level controls related to accounting and related disclosures for acquisitions, including controls over the valuation of certain acquired intangible assets and discontinued operations. The Audit Committee discussed the material weakness with KPMG, and the Company has authorized KPMG to respond fully to the inquiries of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC Israel”) and the successor independent registered public accounting firm of the Company, concerning the material weakness.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that KPMG furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of KPMG’s letter, dated October 2, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On September 28, 2026, the Company engaged PwC Israel as the Company’s new independent registered public accounting firm, beginning with the audit of the Company’s financial statements for the year ending December 31, 2026 and the review of the Company’s unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026. The engagement of PwC Israel was approved by the Audit Committee of the Board of Directors of the Company.

During the Company’s two most recent fiscal years, and the subsequent interim period through September 28, 2026, neither the Company nor anyone on its behalf consulted with PwC Israel regarding either (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from KPMG LLP dated October 2, 2026, to the Securities and Exchange Commission
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: October 2, 2026				By:		/s/ John Brenton
						John Brenton
						Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-16.1 EX-16.1 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 50.3 KB