Nano Dimension (NNDM) director granted 260K RSUs and now holds 346,598 shares

Rhea-AI Filing Summary

PONS ROBERT M reported acquisition or exercise transactions in this Form 4 filing.

Nano Dimension Ltd. director Robert M. Pons reported an equity compensation grant involving 260,000 Ordinary Share RSUs, received at a stated price of $0.00 per share. Following this grant, he holds 346,598 Ordinary Shares directly.

The award consists of Restricted Stock Units under Nano Dimension’s 2015 Stock Option Plan. An annual director grant of 60,000 RSUs vests in three equal parts on January 1, 2027, January 1, 2028 and January 1, 2029, conditional on his continued service to the company on each vesting date. 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, each RSU representing a right to receive one ordinary share for no cash consideration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PONS ROBERT M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	260,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 346,598 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 260,000 RSUs Shares after transaction: 346,598 shares Annual director RSUs: 60,000 RSUs +3 more

6 metrics

RSUs granted 260,000 RSUs Ordinary Shares grant on January 1, 2026

Shares after transaction 346,598 shares Total Ordinary Shares directly held after grant

Annual director RSUs 60,000 RSUs Vesting in three equal parts in 2027, 2028, 2029

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

RSU price per share $0.00 per share Stated transaction price for RSU acquisition

Vesting dates Jan 1, 2027/2028/2029 Annual 60,000 RSU grant vesting schedule

Key Terms

Restricted Stock Unit ("RSU"), 2015 Stock Option Plan, Annual General Meeting of Shareholders, Ordinary Shares

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

"awards made pursuant to the Issuer's 2015 Stock Option Plan."

Annual General Meeting of Shareholders regulatory

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

Ordinary Shares financial

"Each RSU represents a contingent right to receive one share of the Issuer's ordinary shares upon settlement"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 4 Insider Transactions: What Each Field Means →

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^*

PONS ROBERT M

(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
	Officer (give title below)		Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	01/01/2026		A		260,000(1)	A	$0	346,598	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. The annual Director grant of 60,000 RSUs vests in three equal parts on January 1, 2027, January 1, 2028 and January 1, 2029, subject to the Reporting Person's continuous service with the issuer on each such date. 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.

	/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)

FAQ

What insider transaction did Nano Dimension (NNDM) report for Robert M. Pons?

Nano Dimension reported that director Robert M. Pons received a grant of 260,000 Restricted Stock Units. These equity awards are part of his director compensation and increase his direct holdings to 346,598 Ordinary Shares, according to the Form 4 filing.

How many Nano Dimension shares does Robert M. Pons hold after this Form 4?

After the reported RSU grant, Robert M. Pons holds 346,598 Ordinary Shares of Nano Dimension directly. This total reflects the impact of the 260,000 RSU award disclosed in the Form 4 and includes shares underlying vested RSUs.

What are the vesting terms of Robert M. Pons’ 60,000 RSU annual director grant at NNDM?

The 60,000 RSU annual director grant vests in three equal parts on January 1, 2027, January 1, 2028 and January 1, 2029. Each vesting tranche is conditional on Robert M. Pons’ continued service with Nano Dimension on the applicable vesting date.

What is the structure of the 200,000 one-time RSU grant to Nano Dimension director Robert M. Pons?

The one‑time 200,000 RSU grant was approved at Nano Dimension’s Annual General Meeting of Shareholders on December 4, 2025. According to the filing, this entire RSU grant vested on January 1, 2026, with each RSU convertible into one ordinary share for no cash payment.

Does Robert M. Pons pay cash for the Nano Dimension RSUs reported in this Form 4?

No cash payment is required for these RSUs. The filing states that each Restricted Stock Unit represents a contingent right to receive one Nano Dimension ordinary share upon settlement for no consideration, meaning the shares are delivered without a purchase price.

Under which plan were Robert M. Pons’ Nano Dimension RSUs granted?

The RSUs were granted under Nano Dimension’s 2015 Stock Option Plan. This plan governs equity awards such as the annual 60,000 RSU director grant and the separate 200,000 one‑time RSU grant described in the Form 4 and its accompanying footnote.