Note 10 – Equity

Treasury shares

As of December 31, 2025, the Company held 72,494,637 ordinary shares, constituting approximately 26.0% of its issued and paid-in share capital. The rights attached to the Company’s own shares that were acquired are suspended until their re-issuance.

In August 2023, the Company’s board of directors authorized a repurchase plan, or the $200 million Repurchase Plan, allowing us to invest up to $200 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. The Israeli court approved the $200 million Repurchase Plan on October 17, 2023 for a twelve-month period. The $200 million Repurchase Plan expired on October 16, 2024, with $130,504,940 remaining, and thereafter no longer eligible for repurchases under such plan. All repurchases made in 2024 were made pursuant to the $200 million Repurchase Plan.

In January 2025, the Company’s board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing it to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During the year ended December 31, 2025, 14,424,452 shares were repurchased under the $150 million Repurchase Plan.

Rights Plan

In January 2024, 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 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.

As of December 31, 2025, the number of Ordinary Shares available for new equity awards under the plan was 33,488,762. RSUs and options to purchase Ordinary Shares of 6,520,368 were issued and outstanding as of such date.

Of these outstanding awards, as of December 31, 2025, 228,334 options to purchase ordinary shares were vested and exercisable.

Stock options

In 2023, the Company granted a total of 130,000 non-tradable share options to employees, officers, and consultants, with varying vesting periods and exercise prices. No share options were granted during 2024 or 2025. 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.

The Company used the binomial pricing model to determine the estimated fair value of stock-based compensation related to stock options during the year ended December 31, 2023. In applying this model, the Company uses the following assumptions:

The weighted average fair values at grant date of options granted for the year ended December 31, 2023 with an exercise price equal to the market value at the date of grant was $3.05 per share.

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 were $0.3 million, $1.4 million, and $2.7 million, respectively

The weighted average remaining contractual life of the outstanding options is 2.6 years as of December 31, 2025.

Restricted stock units (“RSU”)

From 2023 to 2025, the Company granted a total of 23,850,187 RSUs to employees, officers, and consultants, with varying vesting periods. The RSUs vest over a period of one to four years.

On April 22, 2021, the Company acquired 100% of the shares and voting interests in DeepCube. After the acquisition, one of DeepCube’s founders continued to work at DeepCube, in the role of Chief Technology Officer. In accordance with the terms of the acquisition agreement, 892,465 ordinary shares of the Company were to be issued to this founder, with a share price protection mechanism. The granting of these shares was subject to conditions related to the continued employment of the founder. Hence, these shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, was estimated at $7.8 million, and was recognized as post-acquisition compensation cost. With respect to these shares, the Company recorded expenses of $0.8 million in 2024 and $2.4 million in each of the years 2022 and 2023.

During the years ended December 31, 2024 and 2023 the Company chose to settle the share price protection mechanism in cash, and therefore the cash paid in the amount of $0.4 million and $0.5 million, respectively, was treated as repurchase of equity awards that was reduced from equity.

On April 26, 2021, the Company acquired 100% of the shares and voting interests in NanoFabrica. In accordance with the terms of the acquisition agreement, 1,178,008 ordinary shares of the Company were to be issued to NanoFabrica’s founders, with a share price protection mechanism. The granting of these shares was subject to conditions related to the continued employment of the founders for a period of two years following the acquisition. Hence, these shares were not taken into account as part of the consideration for the business combination. The fair value of those shares, with the share price protection mechanism, was estimated at $10.9 million, and were recognized as post-acquisition compensation cost.

During 2023, the Company chose to settle the share price protection mechanism in cash, and therefore the cash paid in the amount of $3.9 million was treated as repurchase of equity awards that was reduced from equity.

The weighted average fair values at grant date of RSUs granted for the years ended December 31, 2025, 2024, and 2023 were $1.61, $2.40, and $2.59 per share, respectively.

The total fair value of shares vested during the years 2025, 2024, and 2023 was $8.3 million, $18.3 million, $32.3 million, respectively.

As of December 31, 2025, the Company had approximately $8.5 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

As of December 31, 2025, 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 now 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