Nano Dimension CFO has shares withheld for taxes

Nano Dimension Ltd. Chief Financial Officer Brenton John reported routine share dispositions related to tax withholding on vested equity awards.

Rhea-AI Filing Summary

Nano Dimension Ltd. Chief Financial Officer Brenton John reported routine share dispositions related to tax withholding on vested equity awards. On March 24, 20,043 Ordinary Shares were withheld at $1.65 per share. On May 6, 11,730 Ordinary Shares were withheld at $1.87 per share, and on May 15, 11,011 Ordinary Shares were withheld at $1.69 per share.

According to the footnote, these Ordinary Shares were withheld by the company to satisfy tax withholding obligations associated with the vesting of restricted stock units, rather than sold in the open market. After the most recent transaction, John directly holds 420,791 Ordinary Shares.

Insider Trade Summary

Exercise Price or Tax Liability: 42,784 shares

Exercise Price or Tax Liability 3 txns

Insider Brenton John

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares	11,011	$1.69	$19K
Exercise Price or Tax Liability	Ordinary Shares	11,730	$1.87	$22K
Exercise Price or Tax Liability	Ordinary Shares	20,043	$1.65	$33K

Holdings After Transaction: Ordinary Shares — 420,791 shares (Direct)

Footnotes (1)

1. F1. Represents ordinary shares withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

Key Figures

Tax-withheld shares 24 Mar 2026: 20,043 Ordinary Shares at $1.65 Tax-withheld shares 6 May 2026: 11,730 Ordinary Shares at $1.87 Tax-withheld shares 15 May 2026: 11,011 Ordinary Shares at $1.69 +2 more

5 metrics

Tax-withheld shares 24 Mar 2026 20,043 Ordinary Shares at $1.65 Code F tax-withholding disposition on March 24, 2026

Tax-withheld shares 6 May 2026 11,730 Ordinary Shares at $1.87 Code F tax-withholding disposition on May 6, 2026

Tax-withheld shares 15 May 2026 11,011 Ordinary Shares at $1.69 Code F tax-withholding disposition on May 15, 2026

Total tax-withheld shares 42,784 Ordinary Shares Sum of three tax withholding transactions in 2026

Shares held after latest transaction 420,791 Ordinary Shares Direct ownership after May 15, 2026 disposition

Key Terms

restricted stock units, tax withholding obligations, Ordinary Shares, tax-withholding disposition

4 terms

restricted stock units financial

"associated with the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Issuer to satisfy certain tax withholding obligations"

Ordinary Shares financial

"Represents ordinary shares withheld by the Issuer"

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transactions did Nano Dimension (NNDM) CFO Brenton John report?

Brenton John reported three transactions where Nano Dimension withheld Ordinary Shares to cover tax obligations from restricted stock unit vesting. These occurred on March 24, May 6, and May 15, 2026, and were all coded as tax-withholding dispositions, not open-market trades.

Were Nano Dimension (NNDM) CFO Brenton John’s reported Form 4 transactions open-market sales?

No, the transactions were not open-market sales. They were coded as “F” transactions, meaning shares were withheld by Nano Dimension to pay tax liabilities tied to restricted stock unit vesting, as confirmed by the footnote describing tax withholding obligations.

How many Nano Dimension (NNDM) shares were withheld for CFO Brenton John’s tax obligations?

In total, 42,784 Ordinary Shares were withheld for tax obligations. This includes 20,043 shares on March 24, 11,730 shares on May 6, and 11,011 shares on May 15, all described as payments of tax liabilities by delivering securities.

What is Brenton John’s shareholding in Nano Dimension (NNDM) after these Form 4 transactions?

Following the latest tax-withholding disposition on May 15, 2026, Brenton John directly holds 420,791 Nano Dimension Ordinary Shares. Each transaction record specifies the updated amount of shares owned directly after the respective withholding event.

What does transaction code “F” mean in Nano Dimension (NNDM) CFO’s Form 4?

Transaction code “F” indicates shares delivered to pay an exercise price or tax liability. In this Form 4, it reflects Ordinary Shares withheld by Nano Dimension to satisfy tax withholding obligations associated with the vesting of restricted stock units.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:04 PM EDT Learn about SEC filing dates

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^*

Brenton John

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		F		20,043(1)	D	$1.65	443,532	D
Ordinary Shares	05/06/2026		F		11,730(1)	D	$1.87	431,802	D
Ordinary Shares	05/15/2026		F		11,011(1)	D	$1.69	420,791	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. Represents ordinary shares withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock units.

	/s/ John Brenton	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)