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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

     ☐

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.: 001-37600

NANO DIMENSION LTD.

(Exact name of registrant as specified in its charter)


State of Israel	52-0029109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
60 Tower Road Waltham, MA	02451
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 496-1805

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)	NNDM	The Nasdaq Stock Market LLC
Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share	NNDM	The Nasdaq Stock Market LLC

(1)

Evidenced by American Depositary Receipts.

(2)

Not for trading, but only in connection with the listing of the American Depositary Shares.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Ordinary Shares outstanding as of May 5, 2026 was 209,208,591.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this Quarterly Report on Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

•

the outcome of the independent process now being conducted to evaluate strategic alternatives;

•

the integration of the operations of Markforged into our business;

•

the transformation of our business resulting from the change in our management;

•

changes in our strategy;

•

the impact of competition and new technologies;

•

shareholder activism;

•

the overall global economic environment;

•

geopolitical tensions and political events, including the ongoing war between Ukraine and Russia and the conflict in the Middle East, including the ongoing war between Iran and Israel;

•

projected capital expenditures and liquidity;

•

litigation; and

•

those factors referred to in “PART I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this Quarterly Report on Form 10-Q generally.

Readers are urged to carefully review and consider the various disclosures made throughout this Quarterly Report on Form 10-Q which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Further information on potential risk factors that could affect our financial results are included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.	27

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) (Unaudited)


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	355,278		$	204,672
Bank deposits		8,781			168,997
Marketable equity securities		75,719			84,154
Restricted bank deposits		594			123
Trade receivables, net of allowance for doubtful accounts ($939 and $861, respectively)		22,700			26,047
Inventory		31,703			32,878
Other current assets		10,622			8,938
Total current assets		505,397			525,809
Restricted bank deposits		1,254			1,610
Property, plant and equipment, net		23,621			24,840
Operating lease right-of-use assets		22,487			23,789
Deferred tax assets		424			424
Goodwill		—			40,388
Intangible assets, net		18,313			19,434
Other assets		1,711			1,930
Total assets	$	573,207		$	638,224
Liabilities and Equity
Current liabilities:
Trade payables	$	12,974		$	11,999
Accrued liabilities		21,083			19,514
Deferred revenue		13,250			11,873
Current portion of lease liability		8,604			8,923
Current portion of bank loan		156			158
Total current liabilities		56,067			52,467
Employee benefits		3,666			3,697
Operating lease right-of-use liabilities		21,563			23,323
Bank loan		117			158
Long-term settlement payable		3,124			2,974
Long-term deferred revenue		3,226			3,617
Total liabilities		87,763			86,236
Commitments and contingencies (Note 11)
Equity:
Share capital of NIS 5 par value each; 500,000,000 ordinary shares authorized; 207,986,287 and 206,811,875 shares outstanding as of March 31, 2026 and December 31, 2025, respectively, and 280,480,934 and 279,306,522 shares issued as of March 31, 2026 and December 31, 2025, respectively.		418,969			417,084
Additional paid-in capital		1,298,363			1,297,323
Treasury stock		(192,507	)		(192,507	)
Accumulated other comprehensive income		1,241			1,048
Accumulated loss		(1,040,622	)		(970,960	)
Total equity		485,444			551,988
Total liabilities and equity	$	573,207		$	638,224

See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share data) (Unaudited)


	Three months ended March 31,
	2026			2025
Revenue:
Product	$	22,931		$	11,679
Service		6,794			2,722
Total revenue		29,725			14,401
Cost of revenue:
Product		14,222			7,081
Service		3,376			1,479
Total cost of revenue		17,598			8,560
Gross profit		12,127			5,841
Operating expenses:
Research and development		8,204			5,944
Sales and marketing		9,692			5,644
General and administrative		15,209			5,667
Restructuring		3,127			1,180
Desktop Metal litigation		—			28,069
Impairment losses		40,388			1,229
Operating loss		(64,493	)		(41,892	)
(Loss) gain on investment in marketable equity securities		(8,435	)		8,726
Finance income		3,512			9,320
Finance expense		(246	)		(1,679	)
Loss before income taxes		(69,662	)		(25,525	)
Income tax expense		—			(23	)
Net loss		(69,662	)		(25,548	)
Less: Net loss attributable to non-controlling interests		—			(236	)
Net loss attributable to common shareholders	$	(69,662	)	$	(25,312	)

Net loss attributable to common shareholders:
Basic and diluted	$	(0.34	)	$	(0.12	)

Weighted average common shares outstanding, basic and diluted		207,504			216,462
Net loss	$	(69,662	)	$	(25,548	)
Other comprehensive income:
Foreign currency translation adjustment		193			593
Comprehensive loss		(69,469	)		(24,955	)
Less: Comprehensive loss attributable to non-controlling interests		—			(224	)
Comprehensive loss attributable to common shareholders	$	(69,469	)	$	(24,731	)


See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands) (Unaudited)


	Share Capital		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total			Non- Controlling Interests			Total Equity
December 31, 2024	$	409,145	$	1,297,348		$	(167,651	)	$	(1,137	)	$	(677,665	)	$	860,040		$	715		$	860,755
Net loss		—		—			—			—			(25,312	)		(25,312	)		(236	)		(25,548	)
Comprehensive income for the period		—		—			—			581			—			581			12			593
Exercise of warrants, options and vesting of RSUs		1,828		(1,828	)		—			—			—			—			—			—
Share-based compensation expense		—		(786	)		—			—			—			(786	)		—			(786	)
March 31, 2025		410,973		1,294,734			(167,651	)		(556	)		(702,977	)		834,523			491			835,014


December 31, 2025		417,084		1,297,323			(192,507	)		1,048			(970,960	)		551,988			—			551,988
Net loss		—		—			—			—			(69,662	)		(69,662	)		—			(69,662	)
Comprehensive income for the period		—		—			—			193			—			193			—			193
Exercise of warrants, options and vesting of RSUs		1,885		(1,885	)		—			—			—			—			—			—
Share-based compensation expense		—		2,925			—			—			—			2,925			—			2,925
March 31, 2026	$	418,969	$	1,298,363		$	(192,507	)	$	1,241		$	(1,040,622	)	$	485,444		$	—		$	485,444



See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	For the Three Months Ended March 31,
	2026			2025
Cash flow from operating activities
Net loss	$	(69,662	)	$	(25,548	)
Adjustments:
Depreciation, amortization and non-cash lease interest		3,701			574
Impairment losses		40,388			1,229
Changes in fair value of equity securities		8,435			(8,726	)
Share-based compensation expense		2,925			(786	)
Changes in assets and liabilities:
(Increase) decrease in inventory		425			340
(Increase) in other current assets		(1,500	)		(371	)
Decrease (increase) in trade receivables		3,258			(2,881	)
Increase (decrease)in other payables		1,609			(4,026	)
(Decrease) increase in employee benefits		(20	)		38
Increase in trade payables		1,019			26,362
Other		2,343			6,316
Net cash used in operating activities		(7,079	)		(7,479	)
Cash flow relating to investing activities
Change in bank deposits		157,651			177,395
Purchase of property plant and equipment		(167	)		(295	)
Net cash from investing activities		157,484			177,100
Cash flow relating to financing activities
Repayment long-term bank debt		(41	)		(35	)
Net cash used in financing activities		(41	)		(35	)
Increase in cash, cash equivalents and restricted cash		150,364			169,586
Effect of exchange rate fluctuations on cash		357			204
Cash, cash equivalents and restricted cash at beginning of the period		206,405			318,474
Cash, cash equivalents and restricted cash at end of the period	$	357,126		$	488,264

Supplemental disclosures of cash flow information
Cash and cash equivalents	$	355,278			487,438
Restricted cash in restricted deposits, current		594			60
Restricted cash in restricted deposits, non-current		1,254			766
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	357,126		$	488,264

Non-cash operating and investing activity
Lease liabilities arising from obtaining right-of-use assets		—			119
Supplemental disclosure of cash flow information
Income taxes paid during the year		—			60
See Notes to Condensed Consolidated Financial Statements.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data) (Unaudited)

Note 1 – Description of Business

Reporting Entity

Nano Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. Until April 11, 2025, the address of the Company’s principal executive office was 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Effective from that date, the Company’s principal executive office is located at 60 Tower Road, Waltham, Massachusetts, 02451, United States. Unless otherwise indicated, all references to the “Company,” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd. (“GIS”), a United Kingdom corporation, Nano Dimension Technologies Ltd. (“Nano Tech”), an Israeli corporation, Essemtec AG (“Essemtec”) and Nano Dimension Swiss GmbH (“Nano Swiss”), Swiss corporations, Formatec Holding B.V. (“Formatec Holding”) (which is in the process of liquidation), Admatec Europe B.V. (“Admatec”) (which is in the process of liquidation) and Formatec Technical Ceramics B.V. (“Formatec”) (which is in the process of liquidation), Dutch corporations, Nano Dimension USA Inc. (“Nano USA”), a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH (“Nano Germany”) and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd. (“Nano Australia”), an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation, and Markforged Holding Corporation ("Markforged") and Desktop Metal, Inc. ("Desktop Metal"), Delaware corporations. The Company engages in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).

Material events in the reporting period

Conflicts in the Middle East

On February 28, 2026, the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the Middle East has been widespread. As of the date of the filing of this Quarterly Report on Form 10-Q, military activity and hostilities continue to escalate in the Middle East, and the situation throughout the region remains volatile, with the potential for continued escalation into a broader and more sustained regional conflict.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Certain reclassifications have been made to prior year presentation to conform to current year presentation.

Fair Value Measurements

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs which are supported by little or no market activity.

Financial instruments consist of cash equivalents, bank deposits, marketable securities, trade receivables, other receivables, trade payables, accrued liabilities, other current liabilities and derivative financial instruments. Derivative financial instruments are stated at fair value on a recurring basis. Cash equivalents, bank deposits, trade receivables, other receivables, trade payables, accrued liabilities and other current liabilities, are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.

The Company measures investment in marketable equity securities at fair value on the condensed consolidated statements of operations and comprehensive loss.

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	6,925	$	—	$	—	$	6,925
Bank deposits		334,415		—		—		334,415
Marketable equity securities		75,719		—		—		75,719
Total assets measured at fair value	$	417,059	$	—	$	—	$	417,059


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	8,403	$	—	$	—	$	8,403
Bank deposits		339,851		—		—		339,851
Marketable equity securities		84,154		—		—		84,154
Total assets measured at fair value	$	432,408	$	—	$	—	$	432,408

There were no transfers between fair value levels during 2026 and 2025.

Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment annually at the start of the fourth quarter, or as circumstances indicate that the carrying value of the asset may not be recoverable through future operations.

The Company reviews goodwill for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and we determine that the fair value of the reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we determine fair value using accepted valuation techniques, which can include the market and discounted cash flow methods. The fair value of the reporting unit is compared to the carrying value, which includes goodwill. If the fair value of the reporting unit

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss, limited to the total amount of goodwill.

A quantitative goodwill impairment testing process requires valuation of the reporting unit. In the market approach, we can reference the Company’s market capitalization as a value indication given the Company’s single operating segment and reporting unit. In the income approach, which is based on a discounted forecasted cash flow including a terminal value, we compute the terminal value using the constant growth method, which values the forecasted cash flows in perpetuity. The assumptions about future cash flows and growth rates are based on the reporting unit's long-term forecast and is subject to review and approval by senior management. A reporting unit's discount rate is a significant assumption and is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. The estimated fair value could be impacted by changes in market conditions and various other assumptions, however we consider the discount rate assumption to be the key assumption. We categorize the fair value determination as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the revenue recognition accounting standard, the Company performs the following five steps:

•

identifies the contract with a customer;

•

identifies the performance obligations in the contract;

•

determines the transaction price;

•

allocates the transaction price to the performance obligations in the contract; and

•

recognizes revenue when (or as) the entity satisfies a performance obligation.

On the contract’s inception date, the Company assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.

The Company identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Company’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Company’s identified performance obligations include printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation. In some cases, the Company recognizes a warranty as a distinct service to the customer and is, therefore, a distinct performance obligation.

Revenue is allocated among performance obligations in a manner that reflects the consideration that the Company expects to be entitled to for the promised goods based on the standalone selling prices (“SSP”) of the goods or services of each performance obligation. If a SSP is not directly observable, the Company allocates the transaction price to the identified performance obligations based on the residual approach, while allocating the estimated SSP for performance obligations relating to maintenance, training and installation services, and the residual is allocated to printers.

Revenue allocated to printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time. Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized at the time of performance. Revenue from development services is recognized only when the relevant contractual milestone is achieved, and recognition is contingent upon such achievement.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on its disclosures in the condensed consolidated financial statements.

In December 2025, the FASB issued ASU-2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities" which establishes authoritative guidance on the accounting for government grants received by business entities. The guidance is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 will have on the Company's interim condensed consolidated financial statements.

Note 3 - Allowance for doubtful accounts

The following is a summary of the activity of the Company’s allowance for doubtful accounts:


	Three months ended March 31,
	2026		2025
Beginning balance	$	861	$	811
Provisions		74		111
Write-offs		—		—
Foreign currency adjustment		4		1
Ending balance	$	939	$	923

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 4 – Other current assets

Other current assets consist of the following:


	March 31,		December 31,
	2026		2025
Government authorities	$	3,094	$	2,767
Prepaid expenses		6,119		4,363
Other		1,409		1,808
Other current assets	$	10,622	$	8,938

Note 5 – Inventory

Inventory consists of the following:


	March 31,		December 31,
	2026		2025
Raw materials	$	10,503	$	10,659
Work in progress		4,724		3,803
Finished goods		16,476		18,416
Inventory	$	31,703	$	32,878

Note 6 – Property, plant and equipment, net

The composition of property, plant and equipment, net is as follows:


	March 31,			December 31,
	2026			2025
Machinery, equipment and vehicles		25,203		$	24,830
Computer hardware and software		8,422			8,416
Furniture and fixtures		2,533			2,548
Leasehold improvements		17,246			16,839
Buildings		7,121			7,185
Other		49			630
Total		60,574			60,448
Less: Accumulated depreciation		(36,953	)		(35,608	)
Property, plant and equipment, net	$	23,621		$	24,840

Note 7 – Goodwill and Intangible Assets

Goodwill

The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2026:


	Activity
Balance as of December 31, 2025	$	40,388
Impairment of Markforged Goodwill		(40,388	)
Balance as of March 31, 2026	$	—

As a result of our ongoing strategic review process, there was an indicator of value for the Markforged FFF product line that was a triggering event for a goodwill impairment review. As a result, the Company conducted a goodwill impairment review and it was determined that the entire Markforged FFF product line goodwill balance was impaired as of March 31, 2026.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Intangible assets, net

The following table displays intangible assets, net by major class:


	March 31, 2026							December 31, 2025
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Technology	$	13,636	$	(2,082	)	$	11,554	$	13,636	$	(1,519	)	$	12,117
Mutual licensing under settlement agreement		5,320		(220	)		5,100		5,320		(156	)		5,164
Trademark		1,811		(1,660	)		151		1,811		(1,207	)		604
Customer relationships		1,660		(152	)		1,508		1,660		(111	)		1,549
Intangible assets	$	22,427	$	(4,114	)	$	18,313	$	22,427	$	(2,993	)	$	19,434

The Company recognized amortization expense of intangible assets as follows:


	Three months ended March 31,
	2026		2025
Cost of revenue	$	578	$	80
Operating expenses		494		—
Total	$	1,072	$	80

Expected resulting revenue is the basis for the economic pattern used to determine the amortization schedule of technology and customer relationships. Trademark intangible amortization is based on the term in which the Company anticipates using the asset. Amortization related to technology and mutual licensing under a settlement agreement are recorded to cost of revenue on the condensed consolidated statements of operations and comprehensive loss. Amortization related to trademarks and customer relationships are recorded in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2026, estimated amortization expense for intangible assets for each of the next five fiscal years and thereafter is expected to be as follows:


For the Years Ended December 31,	Estimated Amortization Expense
2026 (remaining nine months)	$	2,155
2027		2,673
2028		2,673
2029		2,673
2030		2,673
Thereafter		5,466
Total intangible assets, net	$	18,313

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 8 – Accrued liabilities

Accrued liabilities consist of the following:


	March 31,		December 31,
	2026		2025
Employees and related liabilities	$	7,654	$	7,589
Professional services		2,533		2,209
Government authorities		2,210		2,870
Contingencies		3,268		2,123
Current portion of settlement payable		2,000		2,000
Other		3,418		2,723
Accrued liabilities	$	21,083	$	19,514

Note 9 – Equity

Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):


	Ordinary shares
	2026		2025
Shares outstanding as of January 1		206,812		215,777
Exercise of share options and vesting of RSUs during the period		1,174		1,315
Shares outstanding as of March 31		207,986		217,092

Rights Plan

In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.

In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.

Stock Options, RSUs and Warrants

The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).

The 2015 Plan was adopted by Company’s board of directors in February 2015, and expired in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.

On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.

Of these outstanding awards, as of March 31, 2026, 290,834 options to purchase ordinary shares were vested and exercisable.

Stock options

The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

A summary of the Company’s stock option activity and related information is as follows:


	Number of options		Weighted average exercise price		Weighted average intrinsic value
Outstanding on December 31, 2025		298,334	$	3.57	$	0.02
Granted		—		—		—
Exercised		—		—		—
Forfeited and expired		—		—		—
Outstanding on March 31, 2026		298,334		3.57		0.03
Exercisable as of March 31, 2026		290,834		3.59		0.03

The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 were none and $0.1 million, respectively.

The weighted average remaining contractual life of the outstanding options is 2.4 years as of March 31, 2026.

Restricted stock units (“RSU”)

A summary of the Company’s RSU activity is as follows:


				Weighted
				average
	Number of Units			grant price
Outstanding on December 31, 2025		6,222,034		$	1.86
Granted		1,081,040			1.56
Vested		(1,174,412	)		2.21
Forfeited		(96,971	)		1.82
Outstanding on March 31, 2026		6,031,691		$	1.75

The weighted average fair values at grant date of RSUs granted for the three months ended March 31, 2026 and 2025 were $1.56 and $2.26 per share, respectively.

The total fair value of shares vested during the three months ended March 31, 2026 and 2025 was $3.0 million and $1.3 million, respectively. As of March 31, 2026, there were 927,833 RSUs that were vested but not issued and outstanding due to timing. As such, these shares are excluded from the vested amount in the above table and are included as outstanding RSUs.

As of March 31, 2026, the Company had approximately $7.2 million of unrecognized compensation expense related to non-vested stock options and non-vested RSU’s, expected to be recognized over a weighted average period of 1.6 years.

Warrants

A summary of the Company’s warrants activity and related information is as follows:


					Weighted
					average
			Weighted		remaining
			average		contractual
			exercise		life (in
	Warrants		price		years)
Outstanding on December 31, 2025		29,242,103	$	5.96		1.60
Granted		—		—		—
Exercised		—		—		—
Expired		—		—		—
Outstanding and exercisable as of March 31, 2026		29,242,103	$	5.96		1.60

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

As of March 31, 2026, the outstanding warrants include 27,742,103 Series B warrants issued to Stern YOI Ltd. Partnership in August 2020 to purchase Ordinary Shares at an exercise price of $6.16 per ADS and expiring in August 2027. Stern YOI Ltd. Partnership is a Nevada limited partnership. Mr. Yoav Stern, former Chief Executive Officer of Nano Dimension Ltd., is a managing member of Stern YOI Ltd. Partnership. In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s former director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS and will expire in September 2027.

Stock-Based Compensation

Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	158	$	246
Research and development expenses		478		69
Sales and marketing expenses		200		323
General and administrative expenses		2,089		(1,424	)
	$	2,925	$	(786	)

Note 10 – Revenue

The Company has one operating and reportable segment, which generates revenue via industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science.

Revenue per geographical location is as follows:


	Three months ended March 31,
	2026		2025
Americas	$	12,256	$	4,756
APAC		4,695		1,490
EMEA		12,774		8,155
Total revenue	$	29,725	$	14,401

The following table disaggregates the Company's revenue by the timing of transfer of products or services:


	Three months ended March 31,
	2026		2025
Services transferred over time	$	5,093	$	1,387
Goods transferred at a point in time		24,632		13,014
Total revenue	$	29,725	$	14,401

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Company recognized $4.2 million of revenue during the three months ended March 31, 2026 from deferred revenue as of December 31, 2025. The Company recognized $1.0 million of revenue during the three months ended March 31, 2025 from deferred revenue as of December 31, 2024.

Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $12.3 million to be recognized in the remainder of 2026, $2.8 million in 2027, $1.0 million in 2028, and $0.4 million thereafter. These deferred revenues are included within other long-term liabilities on the condensed consolidated balance sheets.

Note 11 – Commitments and contingencies

From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that address accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

On September 20, 2024, Markforged entered into a settlement agreement with Continuous Composites related to previous litigation (the “Settlement Agreement”) to resolve all claims and counterclaims. Under the terms of the Settlement Agreement, Markforged made an initial upfront payment of $18 million to Continuous Composites on October 10, 2024, and is required to make three additional installment payments thereafter of $1 million, $2 million and $4 million in the fourth quarters of fiscal years 2025, 2026 and 2027, respectively. In consideration of such payments, the Settlement Agreement provides for a dismissal of all claims with prejudice, cross-licenses of the parties’ respective patent portfolios, a mutual release of claims for liabilities arising prior to the effective date of the Settlement Agreement and mutual covenants not to sue. The incremental amount due under the Settlement Agreement compared to the original verdict is determined to be representative of the amount attributable to the licensing of the patent rights contemplated under the Settlement Agreement and was recognized as an intangible asset of $5.5 million, after discount using a rate of 12%, to be amortized to cost of revenue over the 23 year life of the patents. Total amortization expense of $0.2 million was recognized from the period of acquisition through the year ended December 31, 2025, and included in cost of revenue. The Company paid $1.0 million during 2025 and the remaining future payments of $6.0 million under the Settlement Agreement as of December 31, 2025 are secured by the Security Agreement. The Company has recorded a settlement payable on the condensed consolidated balance sheet of $5.0 million, of which $2.0 million is a current liability. The settlement payable will accrete $1.0 million over the remaining payment term recognized as interest expense. Interest expense related to settlement payable was $0.1 million for the three months ended March 31, 2026.

On July 8, 2025, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn”) filed a lawsuit against Nano Dimension Ltd. and Ofir Baharav (“Defendants”). Quinn alleges that Defendants tortiously interfered with Quinn’s contract with Desktop Metal, and prevented Desktop Metal from paying Quinn approximately $30.0 million. Quinn also asserts that Defendants are liable pursuant to an alleged attorney’s lien and engaged in unfair and deceptive practices, in violation of Massachusetts law. The case is pending in the Business Litigation Session of the Suffolk Superior Court in Massachusetts. Defendants moved to dismiss. That motion was fully briefed in February 2026, argued on March 16, 2026, and remains pending.

During the third quarter of 2025, certain former employees or vendors of the Company or its subsidiaries filed lawsuits alleging that the Company is in breach of certain agreements and are entitled to certain compensation and other benefits. While other matters are still ongoing, the Company believes that it is probable that some amount of loss has been incurred and has accrued approximately $2.2 million, including an increase of $1.1 million during the first quarter of 2026 as an estimated probable loss which is included as part of general and administrative operating expenses.

During the fourth quarter of 2025, Markforged processed a $1.4 million payment to an account believed to be controlled by one of our vendors, however it was subsequently discovered that this account was not owned by the vendor. The Company suspects that a threat actor gained access to a valid email account of the vendor and used this account to fraudulently change payment instructions. The Company has notified its insurance carrier and engaged breach counsel as well as a forensics partner to help with the investigation. Pending conclusion of the investigation, approximately $1.0 million has been accrued at December 31, 2025 and March 31, 2026 as the estimated amount of probable loss which is included as part of general and administrative operating expenses.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 12 – Income Tax

The Company’s effective tax rate was 0.0% for the three months ended March 31, 2026 and 2025. The reconciliation between the Israel statutory federal income tax rate of 23% and the effective tax rate primarily reflects pre-tax losses incurred in domestic and foreign jurisdictions for which no tax benefit was recognized due to a valuation allowance recorded against the majority of deferred tax assets. The Company maintained a valuation allowance against its deferred tax assets as of both March 31, 2026 and December 31, 2025.

Note 13 – Segments

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.

The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis using adjusted EBITDA.

Adjusted EBITDA is a non-GAAP measure defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and contingencies and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above, should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

There is not any revenue, expense, or asset information, that is supplemental to those disclosed in these condensed consolidated financial statements or below, that are regularly provided to the CODM for evaluation of the single operating segment. The adjusted EBITDA reconciliations for the three months ended March 31, 2026 and 2025 are as follow:


For the Three Months Ended March 31, 2026
	Operating Segment
Net loss	$	(53,456	)
Depreciation and amortization		2,361
Interest income and expense, net		211
EBITDA (loss)		(50,884	)
Exchange rate differences		(206	)
Share-based compensation expense		917
Impairment losses		40,388
Acquisition inventory step-up amortization		616
Segment adjusted EBITDA (loss)	$	(9,169	)

Reconciliation of segment adjusted EBITDA (loss):
Operating segment adjusted EBITDA (loss)	$	(9,169	)
Corporate reconciling items:
Net loss(1)		(16,206	)
Depreciation and amortization		71
Interest income and expense, net		(3,642	)
Finance expenses (income) from revaluation of assets and liabilities		8,434
Exchange rate differences		346
Share-based compensation expense		2,008
Desktop Metal and Markforged transaction related expenses		556
Restructuring costs		3,127
Litigation, settlements, and contingencies		1,951
Adjusted EBITDA (loss)	$	(12,524	)

(1) Net loss in corporate adjustments relate to those costs incurred at the parent company level, such as financing gains and losses, gains and losses on marketable securities, and corporate overhead costs inclusive of public company costs, legal, corporate headcount, and real estate related costs.

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


For the Three Months Ended March 31, 2025
	Operating Segment
Net loss	$	(11,000	)
Income tax (benefit) expense		23
Depreciation and amortization		513
EBITDA (loss)		(10,464	)
Exchange rate differences		239
Share-based compensation expense		705
Impairment losses		1,229
Segment adjusted EBITDA (loss)	$	(8,291	)

Reconciliation of segment adjusted EBITDA (loss):
Operating segment adjusted EBITDA (loss)	$	(8,291	)
Corporate reconciling items:
Net loss(1)		(14,548	)
Depreciation and amortization		61
Interest income and expense, net		(9,309	)
Finance expenses (income) from revaluation of assets and liabilities		(8,726	)
Exchange rate differences		1,400
Share-based compensation expense		(1,491	)
Desktop Metal litigation related expenses		28,069
Desktop Metal and Markforged transaction related expenses		1,515
Restructuring costs		1,180
Adjusted EBITDA (loss)	$	(10,140	)

The Company computes basic net profit (loss) per share using net profit (loss) attributable to the Company’s common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company does this through the treasury stock method. The calculations presented below represent the basic and diluted net profit (loss) per share for all classes of securities.


	Three months ended March 31,
	2026			2025
Numerator:
Net loss	$	(69,662	)	$	(25,548	)
Less: Net loss attributable to non-controlling interests		—			(236	)
Net loss attributable to common shareholders	$	(69,662	)	$	(25,312	)
Denominator:
Weighted-average shares outstanding - Basic		207,504			216,462
Add: Weighted average unvested options and warrants outstanding		—			—
Add: Dilutive effect of restricted units issued		—			—
Weighted-average shares outstanding - Diluted		207,504			216,462
Net loss per common share:
Basic and Diluted
Net loss attributable to common shareholders	$	(0.34	)	$	(0.12	)

For the three months ended March 31, 2026 and 2025, the Company was in a net loss position, thus the effect of potentially dilutive securities was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator:

NANO DIMENSION LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)


	For the three months ended March 31,
	2026		2025
Unvested or unexercised option awards		298,334		2,465,035
Unvested RSUs		6,031,691		8,883,576
Warrants		29,242,103		33,680,126
Total		35,572,128		45,028,737

Note 15 – Subsequent Events

On April 6, 2026, the Company announced the sale of its additively manufactured electronics (AME) product line and their previously discontinued Fabrica product line to Inspira Technologies OXY B.H.N. Ltd. (“Inspira”). The total consideration payable in connection with the transaction is up to $12.5 million, consisting of a $2.0 million upfront cash payment, and up to $10.5 million of deferred payments tied to the future performance of the product lines over the next twelve months. Inspira assumed operational control of the product lines effective immediately. Completion of the transaction remains subject to the receipt of customary regulatory approvals. The Company has determined that the carrying value of the assets sold approximates the estimated fair value of the consideration. Accordingly, the Company does not expect to recognize a material gain or loss.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.

Overview

We engage in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $29.7 million and $14.4 million for the three months ended March 31, 2026 and 2025, respectively, and incurred net losses of $69.6 million, inclusive of $40.4 million of goodwill impairment, and $25.5 million, respectively, for those same periods. As of March 31, 2026, we had an accumulated loss of $1,040.6 million and cash, cash equivalents, bank deposits and marketable securities of $439.8 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.

Impact of Macroeconomic Trends

Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.

Key Factors Affecting Operating Results

We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

Hardware sales

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.

Go to market

We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.

Seasonality

Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.

Components of Results of Operations

Revenue

The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.

Cost of revenue

Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.

Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams’ provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.

Gross profit and gross margin

Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:

•

Market conditions and competition that may impact our pricing;

•

Product mix changes between our printer product lines and consumables trends;

•

Note 1 – Description of Business

Note 2 - Summary of Significant Accounting Policies

Note 3 - Allowance for doubtful accounts

Note 4 – Other current assets

Other current assets consist of the following:

Note 5 – Inventory

Inventory consists of the following:

Note 6 – Property, plant and equipment, net

Note 7 – Goodwill and Intangible Assets

Note 8 – Accrued liabilities

Accrued liabilities consist of the following:

Note 9 – Equity

Note 10 – Revenue

Note 11 – Commitments and contingencies

Note 12 – Income Tax

Note 13 – Segments

Note 14 – Net Profit (Loss) Per Share

Note 15 – Subsequent Events

Nano Dimension Ltd. 10-Q