Were Nano Dimension (NNDM) CEO share disposals open-market sales?

No, the disposals reported were not open-market sales. All four dispositions were coded "F" and described as shares withheld by Nano Dimension to cover tax withholding obligations connected to the vesting of restricted stock units, rather than discretionary sales.

Nano Dimension (NNDM) CEO RSU grant and tax withholding update

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nano Dimension Ltd. director and CEO David Stehlin reported routine equity compensation activity. He received a one-time grant of 200,000 Restricted Stock Units (RSUs), approved at the shareholders’ meeting on December 4, 2025 and vested on January 1, 2026. To cover related tax obligations on the RSU vesting, the company withheld a total of 197,015 ordinary shares across four transactions, and Stehlin now directly holds 781,844 ordinary shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Stehlin David

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	19,832	$1.60	$32K
Tax Withholding	Ordinary Shares	18,276	$1.81	$33K
Tax Withholding	Ordinary Shares	22,699	$1.65	$37K
Tax Withholding	Ordinary Shares	136,208	$1.90	$259K
Grant/Award	Ordinary Shares	200,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 781,844 shares (Direct, null)

Footnotes (1)

Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2015 Stock Option Plan. Each RSU represents a contingent right to receive one share of the Issuer's ordinary shares upon settlement for no consideration. A one-time grant of 200,000 RSUs was approved at the Annual General Meeting of Shareholders held on December 4, 2025 and vested on January 1, 2026. Represents ordinary shares withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

Key Figures

One-time RSU grant: 200,000 RSUs Total shares withheld for taxes: 197,015 shares Post-transaction holdings: 781,844 shares +4 more

7 metrics

One-time RSU grant 200,000 RSUs Approved at AGM on December 4, 2025; vested January 1, 2026

Total shares withheld for taxes 197,015 shares Tax withholding on RSU vesting across four F-code transactions

Post-transaction holdings 781,844 shares Ordinary shares directly held after May 11, 2026 transaction

Feb 24 tax withholding 136,208 shares at $1.90 F-code disposition to satisfy RSU-related tax obligations

Mar 23 tax withholding 22,699 shares at $1.65 F-code disposition for RSU tax withholding

Apr 27 tax withholding 18,276 shares at $1.81 F-code disposition for RSU tax withholding

May 11 tax withholding 19,832 shares at $1.60 F-code disposition for RSU tax withholding

Key Terms

Restricted Stock Unit ("RSU"), 2015 Stock Option Plan, Annual General Meeting of Shareholders, tax withholding obligations

4 terms

Restricted Stock Unit ("RSU") financial

"Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2015 Stock Option Plan."

2015 Stock Option Plan financial

"Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2015 Stock Option Plan."

Annual General Meeting of Shareholders financial

"A one-time grant of 200,000 RSUs was approved at the Annual General Meeting of Shareholders held on December 4, 2025"

tax withholding obligations financial

"Represents ordinary shares withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units."

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 04:05 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stehlin David

(Last)

(First)

(Middle)

60 TOWER RD

(Street)

WALTHAM

MASSACHUSETTS

02451

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nano Dimension Ltd. [ NNDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/01/2026		A		200,000⁽¹⁾	A	$0	978,859	D
Ordinary Shares	02/24/2026		F		136,208⁽²⁾	D	$1.9	842,651	D
Ordinary Shares	03/23/2026		F		22,699⁽²⁾	D	$1.65	819,952	D
Ordinary Shares	04/27/2026		F		18,276⁽²⁾	D	$1.81	801,676	D
Ordinary Shares	05/11/2026		F		19,832⁽²⁾	D	$1.6	781,844	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of Restricted Stock Unit ("RSU") awards made pursuant to the Issuer's 2015 Stock Option Plan. Each RSU represents a contingent right to receive one share of the Issuer's ordinary shares upon settlement for no consideration. A one-time grant of 200,000 RSUs was approved at the Annual General Meeting of Shareholders held on December 4, 2025 and vested on January 1, 2026.

2. Represents ordinary shares withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

	/s/ John Brenton, as Attorney-in-Fact	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nano Dimension (NNDM) report for CEO David Stehlin?

Nano Dimension reported that CEO David Stehlin received a one-time grant of 200,000 RSUs that vested on January 1, 2026. The company then withheld 197,015 ordinary shares over four transactions to satisfy tax obligations tied to that RSU vesting.

How many Nano Dimension (NNDM) shares does the CEO hold after these Form 4 transactions?

After the reported RSU grant and related tax-withholding entries, CEO David Stehlin directly holds 781,844 Nano Dimension ordinary shares. This figure comes from the latest post-transaction balance disclosed in the Form 4, reflecting his updated equity position.

What is the nature of the 200,000 RSU grant reported by Nano Dimension (NNDM)?

The 200,000 RSU grant to CEO David Stehlin is a one-time award under Nano Dimension’s 2015 Stock Option Plan. It was approved at the Annual General Meeting of Shareholders on December 4, 2025 and fully vested on January 1, 2026, settling into ordinary shares.

How many shares were withheld for taxes on Nano Dimension (NNDM) CEO RSUs?

Nano Dimension withheld a total of 197,015 ordinary shares to meet tax obligations from RSU vesting. Individual withholding transactions were 136,208 shares, 22,699 shares, 18,276 shares, and 19,832 shares, each tied to vested restricted stock units rather than market trades.

Under which plan were the Nano Dimension (NNDM) RSUs granted to the CEO?

The RSUs granted to CEO David Stehlin were issued under Nano Dimension’s 2015 Stock Option Plan. Each RSU represents a contingent right to receive one ordinary share of Nano Dimension upon settlement, for no consideration, following the vesting terms approved by shareholders.