Note 15 – Income Tax

The income tax benefit from continuing operations primarily relates to acquired deferred tax liabilities serving as a source of income to support recognition of certain existing deferred tax assets.

The federal, state and foreign net operating loss and research and development credit carryforwards from continuing operations may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and similar state provisions, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards from continuing operations that can be utilized annually to offset future taxable income and tax, respectively. As of December 31, 2025, the Company has completed a 382 study for the Markforged, Inc. subsidiary, for ownership changes through April 25, 2025. Based on the Company's analysis, approximately $298.7 million of NOLs are subject to limitation, of which $15.0 million may expire unused. Approximately $7.9 million of R&D credits are subject to limitation, of which $7.9 million may expire unused.

Uncertain tax positions represent tax positions for which income tax reserves have been established. The Company’s policy is to record interest and penalties related to uncertain tax positions as part of income tax expense. Reserves for uncertain tax positions from continuing operations as of December 31, 2025 are not material and would not impact the effective tax rate if recognized due to the valuation allowance maintained against the Company’s net deferred tax assets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to federal tax examination under statute from 2021 to present. The Company is open to tax examination in other jurisdictions from 2019 to present. Carryforward attributes from prior years may still be adjusted upon examination by federal, state and/or foreign tax authorities to the extent utilized in an open tax year or in future periods.

As of December 31, 2025, the Company has not provided for deferred income taxes on unremitted earnings of its foreign subsidiaries from continuing operations since these earnings are indefinitely reinvested. Upon distribution of such earnings in the form of dividends or otherwise, the Company could be subject to taxes. The Company’s foreign unremitted earnings from continuing operations is not material and, as such, any taxes attributable to such unremitted earnings would not be material.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets from continuing operations, which are primarily comprised of net operating losses, capital losses and research and development credits. Management has determined that it is more likely than not that the Company will not recognize the benefits of its federal, state and foreign deferred tax assets from continuing operations in excess of $0.3 million and, as a result, a valuation allowance of $284.1 million has been established at December 31, 2025.

On July 4, 2025, the United States Congress enacted The One Big Beautiful Bill Act (the “OBBBA”) which includes several significant corporate provisions, including the restoration of 100% bonus depreciation; the immediate expensing of domestic research and experimentation expenditures; modifications to the Section 163(j) interest limitations; and updates to the rules for global intangible low-taxes income and foreign-derived intangible income. The Company recognized the impacts of the OBBBA provisions in our financial results to the extent they are applicable to the year ended December 31, 2025.

Income Taxes – Discontinued Operations

In July 2025, Desktop Metal, Inc., a subsidiary of Nano Dimension, filed for Chapter 11 bankruptcy protection. As a result, the Company has classified the operations of Desktop Metal as discontinued operations in its consolidated financial statements for the year ended December 31, 2025. Due to the ongoing bankruptcy proceedings, the Company has been challenged to obtain the most recent and complete financial data from Desktop Metal’s custodian. To adequately disclose the relevant tax consequences,

management performed a sensitivity analysis using the preliminary and public information available from the bankruptcy process, including Desktop Metal’s estimated financial position and tax attributes.

Based on this analysis, the Company concluded that the wind-down and disposal of the Desktop Metal business will not result in any material income tax consequences to Nano Dimension, and no cash taxes are expected to be payable by the Company in connection with these discontinued operations. In the year ended December 31, 2025, no significant income tax expense or benefit was recorded in the Company’s consolidated financial statements related to the discontinued operations of Desktop Metal, reflecting management’s determination that any potential tax impacts are not material. The Company will continue to monitor the resolution of Desktop Metal’s bankruptcy proceedings and will update its tax assessments in future periods if new information indicates a material change in this conclusion.