Nano Dimension: Murchinson reports 10.1% stake

The reported ownership percentages use 201,299,884 shares outstanding as of October 16, 2026.

Available on EDGAR 10/29/2026 - 09:00 AM EDT Accepted by SEC EDGAR 10/29/2026 - 09:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

An amendment to Nano Dimension Ltd. (NNDM)’s beneficial-ownership report states that Murchinson Ltd. and Marc J. Bistricer each beneficially own 20,416,500 American Depositary Shares (ADSs), or 10.1%. EOM Management Ltd., James Keyes, Jason Jagessar, Chaja Carlebach and Clarendon Hugh Masters each have a separate cover-page entry reporting beneficial ownership of 10,208,251 ADSs (5.1%). Each ADS represents one ordinary share.

Nomis Bay Ltd. reports 6,135,800 ADSs (3.0%), and BPY Ltd. reports 4,072,451 ADSs (2.0%). The stated aggregate purchase prices are approximately $16,250,051 for Nomis Bay, $10,807,400 for BPY and $27,057,305 for the Managed Positions, including brokerage commissions. The ownership percentages use 201,299,884 shares outstanding as of October 16, 2026.

Key Figures

Beneficially owned ADSs: 20,416,500 ADSs Class ownership: 10.1% ADSs beneficially owned: 6,135,800 ADSs +5 more

8 metrics

Beneficially owned ADSs 20,416,500 ADSs Reported by Murchinson Ltd. and Marc J. Bistricer

Class ownership 10.1% Reported by Murchinson Ltd. and Marc J. Bistricer

ADSs beneficially owned 6,135,800 ADSs Nomis Bay Ltd.

ADSs beneficially owned 4,072,451 ADSs BPY Ltd.

Aggregate purchase price Approximately $16,250,051 Nomis Bay Ltd. holdings; including brokerage commissions

Aggregate purchase price Approximately $10,807,400 BPY Ltd. holdings; including brokerage commissions

Aggregate purchase price Approximately $27,057,305 Managed Positions; including brokerage commissions

Shares outstanding 201,299,884 shares As of October 16, 2026

Key Terms

American Depositary Shares, beneficial ownership, dispositive power, working capital, +1 more

5 terms

American Depositary Shares financial

"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.

beneficial ownership financial

"disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

working capital financial

"purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"include margin loans made by brokerage firms"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

FAQ

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

How many NNDM shares does Murchinson report owning?

Murchinson Ltd. and Marc J. Bistricer each reported beneficial ownership of 20,416,500 ADSs, representing 10.1% of Nano Dimension’s class. Each ADS represents one ordinary share, and the reported percentage uses 201,299,884 shares outstanding as of October 16, 2026.

What ADS conversion fees were disclosed for NNDM?

The disclosed fees were $270,000 for Nomis Bay Ltd., $30,000 for BPY Ltd. and $562,500 for the Managed Positions, paid to the Bank of New York Mellon, as depositary, in connection with prior ADS conversions.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

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, 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)

10/22/2026

(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 10,208,249.00
8	Shared Voting Power 10,208,251.00
9	Sole Dispositive Power 10,208,249.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

20,416,500.00

12

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

13

Percent of class represented by amount in Row (11)

10.1 %

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 6,135,800.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,135,800.00

11

Aggregate amount beneficially owned by each reporting person

6,135,800.00

12

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

13

Percent of class represented by amount in Row (11)

3.0 %

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 4,072,451.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,072,451.00

11

Aggregate amount beneficially owned by each reporting person

4,072,451.00

12

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

13

Percent of class represented by amount in Row (11)

2.0 %

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 10,208,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

10,208,251.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

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 10,208,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

10,208,251.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

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 10,208,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

10,208,251.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

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 10,208,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

10,208,251.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

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

Clarendon Hugh Masters

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 10,208,251.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

10,208,251.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

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 10,208,249.00
8	Shared Voting Power 10,208,251.00
9	Sole Dispositive Power 10,208,249.00
10	Shared Dispositive Power 10,208,251.00

11

Aggregate amount beneficially owned by each reporting person

20,416,500.00

12

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

13

Percent of class represented by amount in Row (11)

10.1 %

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. 19 to the Schedule 13D filed by the undersigned ("Amendment No. 19"). This Amendment No. 19 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 6,135,800 Shares beneficially owned by Nomis Bay is approximately $16,250,051, 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 4,072,451 Shares beneficially owned by BPY is approximately $10,807,400, 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 10,208,249 Shares held in the Managed Positions is approximately $27,057,305, 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 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 201,299,884 Shares outstanding, as of October 16, 2026, as reported in the Issuer's Schedule 14A filed on Form PRE 14A with the Securities and Exchange Commission on October 22, 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)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by certain of the Reporting Persons during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities.

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:	10/29/2026

NOMIS BAY LTD.

Signature:	/s/ James Keyes
Name/Title:	James Keyes, Director
Date:	10/29/2026

BPY Ltd.

Signature:	/s/ James Keyes
Name/Title:	James Keyes, Director
Date:	10/29/2026

EOM Management Ltd.

Signature:	/s/ Chaja Carlebach
Name/Title:	Chaja Carlebach, Director
Date:	10/29/2026

James Keyes

Signature:	/s/ James Keyes
Name/Title:	James Keyes
Date:	10/29/2026

Jason Jagessar

Signature:	/s/ Jason Jagessar
Name/Title:	Jason Jagessar
Date:	10/29/2026

Chaja Carlebach

Signature:	/s/ Chaja Carlebach
Name/Title:	Chaja Carlebach
Date:	10/29/2026

Clarendon Hugh Masters

Signature:	/s/ Clarendon Hugh Masters
Name/Title:	Clarendon Hugh Masters
Date:	10/29/2026

Marc J. Bistricer

Signature:	/s/ Marc J. Bistricer
Name/Title:	Marc J. Bistricer
Date:	10/29/2026