{"url_path":"/sec/nndm/8-k/2026-07-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001193125-26-310479-index.html","accession_number":"0001193125-26-310479","cik":"0001643303","ticker":"NNDM","issuer_name":"Nano Dimension Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1643303/0001193125-26-310479-index.html","primary_entity_key":"0001643303","primary_entity_name":"Nano Dimension Ltd."},"word_count":600,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\n(b) Resignation of Chief Executive Officer and Directors\n\n \n\nIn connection with the execution of the Agreement, on July 17, 2026, the Departing Directors submitted irrevocable resignations from the Board and all positions with the Company and its subsidiaries, effective immediately following execution of the Agreement. The resignations of the Departing Directors were not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. In addition, Mr. Stehlin resigned as the Chief Executive Officer of the Company (“CEO”), effective immediately following execution of the Agreement.\n\n \n\n(c) Appointment of Interim Chief Executive Officer\n\n \n\nOn July 21, 2026, Mr. Rozenbaum was appointed as the Interim CEO of the Company.\n\n \n\nMr. Rozenbaum, age 44, has many years of experience as a strategic business leader with deep expertise in financial markets, capital raising, and corporate development. From May 2023 to August 2025, Mr. Rozenbaum served as the VP – Corporate Development of the Company. Mr. Rozenbaum has served as an external director and Chairman of the Audit Committee of Lifeward Ltd. (Nasdaq: LFWD) since March 2026. Prior to that, from January 2019 to June 2022, Mr. Rozenbaum served as the Head of Business Development for Yedid Capital Management Inc., and from 2011 to 2019, served as the Chief Financial Officer and Chief Operating Officer of Fluent Trade Technologies Ltd. and previously served as a Senior Accountant at Ernst & Young. Mr. Rozenbaum holds a B.A. in accounting from Touro University and is a Certified Public Accountant.\n\n \n\nExcept as disclosed herein, there are no arrangements or understandings between Mr. Rozenbaum and any other person pursuant to which Mr. Rozenbaum was appointed as the Interim CEO. Mr. Rozenbaum does not have any family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer and is not party to any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nThe compensation of Mr. Rozenbaum for his service as Interim CEO has yet to be determined. The Company will enter into\n\nits standard form of indemnification agreement with Mr. Rozenbaum.\n\n \n\n(d) Appointment of Directors\n\n \n\nEffective immediately following execution of the Agreement on July 17, 2026, each of the New Directors were appointed to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Company’s 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors. In connection with their appointments, the Board determined that each of Messrs. Fruchthandler and Tarlow qualifies as an independent director under the applicable Nasdaq rules.\n\n \n\nExcept as disclosed herein, there are no arrangements or understandings between Messrs. Fruchthandler or Tarlow and any other person pursuant to which Messrs. Fruchthandler or Tarlow was appointed as a director of the Company. Neither Mr. Fruchthandler nor Mr. Tarlow is party to any transactions or proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nEach of Messrs. Fruchthandler and Tarlow will receive the standard compensation as the Company’s other directors. The Company will enter into its standard form of indemnification agreement with each of Messrs. Fruchthandler and Tarlow.\n\nIn addition, on July 21, 2026, each of Messrs. Fruchthandler and Tarlow was appointed as a member of the Audit Committee and the Compensation Committee of the Board, and Mr. Borenstein was appointed as the Chair of the Board."}