Activist Murchinson group targets Nano Dimension (NNDM) board and governance in new 13D/A

Rhea-AI Filing Summary

Murchinson Ltd. and affiliated investors updated their ownership and activism stance in Nano Dimension Ltd. through Amendment No. 16 to their Schedule 13D. The group reports beneficial ownership of 15,550,000 American Depositary Shares, representing 7.4% of Nano Dimension’s Shares, based on 209,208,591 Shares outstanding as of May 5, 2026.

On May 19, 2026, the Murchinson proposing shareholders solicited support from other shareholders to request a special general meeting. Their proposed resolutions would declassify the board to allow annual director elections, restrict adoption of any shareholder rights plan without shareholder approval, require shareholder approval for any major transaction, and remove certain incumbent directors to appoint new ones. After receiving sufficient support, they formally demanded that Nano Dimension call the special meeting on May 21, 2026.

Insights

Governance and activism analyst

Activist holders seek to reshape Nano Dimension’s governance and board structure.

The filing shows the Murchinson group holding 15,550,000 Shares, or 7.4% of Nano Dimension’s equity as of a base of 209,208,591 Shares. This is a meaningful stake that supports a coordinated campaign rather than a passive investment.

The group has already secured sufficient support to demand a special general meeting under the Companies Law. Their proposed changes would declassify the board, constrain poison pill adoption without shareholder approval, and require shareholder approval for major transactions, while replacing certain current directors.

If approved at the special general meeting, these resolutions could significantly alter control dynamics at Nano Dimension, shifting more power toward shareholders and the Murchinson-aligned slate. The actual impact will depend on voting outcomes at the special general meeting following the May 2026 demand.

Key Figures

Murchinson group stake: 15,550,000 Shares Ownership percentage: 7.4% of Shares Shares outstanding: 209,208,591 Shares +4 more

7 metrics

Murchinson group stake 15,550,000 Shares Beneficially owned; represents 7.4% of class

Ownership percentage 7.4% of Shares Based on 209,208,591 Shares outstanding as of May 5, 2026

Shares outstanding 209,208,591 Shares Outstanding as of May 5, 2026 per Form 10-Q

Nomis Bay holdings 4,665,000 Shares Aggregate beneficial ownership; purchase price about $13,679,603

BPY holdings 3,110,000 Shares Aggregate beneficial ownership; purchase price about $9,119,060

Managed Positions holdings 7,775,000 Shares Aggregate beneficial ownership; purchase price about $22,798,519

ADS conversion fees $270,000 + $30,000 + $562,500 Fees paid to Bank of New York Mellon for prior ADS conversions

Key Terms

American Depositary Shares, beneficially owned, special general meeting, Companies Law, +2 more

6 terms

American Depositary Shares financial

"Note to rows (7)(8)(9)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share)."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owned financial

"The aggregate purchase price of the 4,665,000 Shares beneficially owned by Nomis Bay is approximately $13,679,603..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

special general meeting regulatory

"call a special general meeting of shareholders (the "Special Meeting") pursuant to Section 63(b)(2)..."

A special general meeting is a one-off meeting of a company's shareholders called outside the regular annual meeting to decide on specific, often urgent matters—such as major transactions, changes to the company’s rules, or board appointments. It matters to investors because the votes taken can materially change ownership, strategy, or the company’s finances, making the meeting like an emergency town hall where decisions can immediately affect the value and control of their investment.

Companies Law regulatory

"pursuant to Section 63(b)(2) of the Companies Law, 1999 (including the regulations promulgated thereunder, the "Companies Law")"

shareholder rights plan financial

"adding a new Article 71 to the Articles to provide that the Issuer may not adopt a shareholder rights plan without shareholder approval"

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

major transaction financial

"adding a new Article 72 to the Articles prohibiting the Issuer from consummating any major transaction unless such transaction is approved and authorized by shareholders"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

Nano Dimension Ltd.

(Name of Issuer)

Ordinary Shares par value NIS 5.00 per share

(Title of Class of Securities)

63008G203

(CUSIP Number)

MURCHINSON LTD.
145 Adelaide Street West, Fourth Floor,
Toronto, A6, A6 M5H 4E5
416-845-0666

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Murchinson Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,775,000.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 7,775,000.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

15,550,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (7)(8)(9)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

NOMIS BAY LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,665,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,665,000.00

11

Aggregate amount beneficially owned by each reporting person

4,665,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

BPY Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,110,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,110,000.00

11

Aggregate amount beneficially owned by each reporting person

3,110,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

EOM Management Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

7,775,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

James Keyes

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

7,775,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Jason Jagessar

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TRINIDAD AND TOBAGO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

7,775,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Chaja Carlebach

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

7,775,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (8)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

CUSIP Number(s): 63008G203

1

Name of reporting person

Marc J. Bistricer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,775,000.00
8	Shared Voting Power 7,775,000.00
9	Sole Dispositive Power 7,775,000.00
10	Shared Dispositive Power 7,775,000.00

11

Aggregate amount beneficially owned by each reporting person

15,550,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (7)(8)(9)(10)(11): Represents American Depositary Shares ("Shares") (each Share represents one Ordinary Share).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares par value NIS 5.00 per share
(b)	Name of Issuer: Nano Dimension Ltd.
(c)	Address of Issuer's Principal Executive Offices: 60 TOWER ROAD,, WALTHAM, MASSACHUSETTS , 02451.
Item 1 Comment: The following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned ("Amendment No. 16"). This Amendment No. 16 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by Nomis Bay were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,665,000 Shares beneficially owned by Nomis Bay is approximately $13,679,603, including brokerage commissions. In addition, in connection with the prior ADS conversions, Nomis Bay paid $270,000 in fees to the Bank of New York Mellon, as depositary. The Shares purchased by BPY were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,110,000 Shares beneficially owned by BPY is approximately $9,119,060, including brokerage commissions. In addition, in connection with the prior ADS conversions, BPY paid $30,000 in fees to the Bank of New York Mellon, as depositary. The Shares held in the Managed Positions were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 7,775,000 Shares held in the Managed Positions is approximately $22,798,519, including brokerage commissions. In addition, in connection with the prior ADS conversions, the managed positions paid $562,500 in fees to the Bank of New York Mellon, as depositary.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On May 19, 2026, Murchinson and certain funds it advises and/or sub-advises, including the holders of the Managed Positions, Nomis Bay and BPY (collectively, the "Murchinson Proposing Shareholders"), delivered a written request card (each a "Written Request Card" and collectively, the "Written Request Cards") and accompanying materials to a limited number of the Issuer's shareholders seeking their consent to demand that the Issuer call a special general meeting of shareholders (the "Special Meeting") pursuant to Section 63(b)(2) of the Companies Law, 1999 (including the regulations promulgated thereunder, the "Companies Law") for the purposes of (i) amending Article 39 of the Issuer's Amended and Restated Articles of Association (as amended, the "Articles") to declassify the Issuer's Board of Directors (the "Board") and provide for annual director elections, (ii) adding a new Article 71 to the Articles to provide that the Issuer may not adopt a shareholder rights plan without shareholder approval, (iii) adding a new Article 72 to the Articles prohibiting the Issuer from consummating any major transaction unless such transaction is approved and authorized by shareholders, (iv) removing certain directors of the Issuer, and (v) appointing certain new directors to fill the vacancies created by the removal of the incumbent directors at the Special Meeting (collectively, the "Murchinson Proposed Resolutions"). The Murchinson Proposed Resolutions, which were included as Exhibit A to the Written Request Cards and Exhibit B to the Special Meeting Demand (as defined below), are attached hereto as Exhibit 99.1 and are incorporated herein by reference. Following delivery of the Written Request Cards, the Murchinson Proposing Shareholders received sufficient support to call the Special Meeting. Accordingly, on May 21, 2026, the Murchinson Proposing Shareholders delivered a letter to the Issuer demanding the call of the Special Meeting (the "Special Meeting Demand").
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 209,208,591 Shares outstanding, as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	There have been no transactions in the Shares by the Reporting Persons during the past sixty days.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Murchinson Proposed Resolutions.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Murchinson Ltd.

Signature:	/s/ Marc J. Bistricer
Name/Title:	Marc J. Bistricer, Chief Executive Officer
Date:	05/21/2026

NOMIS BAY LTD.

Signature:	/s/ James Keyes
Name/Title:	James Keyes, Director
Date:	05/21/2026

BPY Ltd.

Signature:	/s/ James Keyes
Name/Title:	James Keyes, Director
Date:	05/21/2026

EOM Management Ltd.

Signature:	/s/ Chaja Carlebach
Name/Title:	Chaja Carlebach, Director
Date:	05/21/2026

James Keyes

Signature:	/s/ James Keyes
Name/Title:	James Keyes
Date:	05/21/2026

Jason Jagessar

Signature:	/s/ Jason Jagessar
Name/Title:	Jason Jagessar
Date:	05/21/2026

Chaja Carlebach

Signature:	/s/ Chaja Carlebach
Name/Title:	Chaja Carlebach
Date:	05/21/2026

Marc J. Bistricer

Signature:	/s/ Marc J. Bistricer
Name/Title:	Marc J. Bistricer
Date:	05/21/2026

FAQ

What ownership stake does the Murchinson group report in Nano Dimension (NNDM)?

The Murchinson group reports beneficial ownership of 15,550,000 American Depositary Shares, equal to 7.4% of Nano Dimension’s Shares. This percentage is based on 209,208,591 Shares outstanding as of May 5, 2026, from Nano Dimension’s Form 10-Q.

What governance changes is the Murchinson group proposing at Nano Dimension (NNDM)?

The group seeks to declassify Nano Dimension’s board so all directors stand for annual election. They also propose limiting adoption of any shareholder rights plan without shareholder approval and requiring shareholder approval before Nano Dimension consummates any major transaction.

What is the purpose of the requested special general meeting at Nano Dimension (NNDM)?

The requested special general meeting would let shareholders vote on the Murchinson Proposed Resolutions. These include declassifying the board, restricting shareholder rights plans, requiring approval for major transactions, removing certain incumbent directors, and appointing new directors to fill resulting vacancies.

How did the Murchinson group obtain the right to demand a special meeting at Nano Dimension (NNDM)?

On May 19, 2026, the group sent Written Request Cards to a limited number of shareholders under Section 63(b)(2) of the Companies Law. After receiving sufficient support, they delivered a formal special meeting demand to Nano Dimension on May 21, 2026.

How many Nano Dimension (NNDM) shares are outstanding for calculating the Murchinson group’s percentage?

The reported ownership percentages use a base of 209,208,591 Shares outstanding as of May 5, 2026. This outstanding share figure comes from Nano Dimension’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026.

What prices did Nomis Bay and BPY pay for their Nano Dimension (NNDM) ADS positions?

Nomis Bay’s 4,665,000 Shares cost about $13,679,603 including brokerage commissions, plus $270,000 in ADS conversion fees. BPY’s 3,110,000 Shares cost about $9,119,060, with an additional $30,000 paid in depositary conversion fees to Bank of New York Mellon.