NNDM

Good afternoon, everyone, and welcome to the Nano Dimension first quarter 2026 financial results conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one using a touch-tone telephone. To withdraw your questions, you may press star and two. To also note, today's event is being recorded. At this time, I would like to turn the floor over to Purva Sanariya, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimension's first quarter 2026 earnings conference call. Joining me today is our CEO, Dave Stehlin, and our CFO, John Brenton. Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements within the meaning of federal securities law. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. For a discussion of these risks and uncertainties, please refer to our filings with the U.S. Securities and Exchange Commission.

We undertake no obligation to update any forward-looking statements except as required by law. In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items and reflect the results of continuing operations. We use non-GAAP measures because we believe they provide useful information about our operating performance that should be considered by investors in conjunction with the GAAP measures that we provide. I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the investor relations section of the company's website. A replay of today's call will also be available on the investor relations section of the company's website.

With that, I will turn the call over to Dave.

Thank you, Purva. Good afternoon, everyone. We appreciate you joining us today. I want to start by making as clear as possible what our strategic plan is and where we are in our process. We're now at a very clear inflection point. Today I'll walk through what we have already accomplished, what is currently underway, and what to expect going forward. I'll also take you through our three-phase strategic plan in detail and provide an update on each phase. Before that, I'll begin with an overview of our performance in Q1. In the first quarter, our two largest product lines, Fused Filament Fabrication, or FFF, which represents the largest component of Markforged, and Essemtec's Surface Mount Technology, or SMT product line, each delivered solid revenue performances. Results were in line with typical seasonal patterns, where the first quarter is historically our lightest period following a strong fourth quarter.

Underlying demand trends remain healthy, with continued expansion across key industry segments and strong customer engagement. In our FFF business, we secured a significant expansion with a major U.S.-based automotive manufacturer. The deployment of multiple systems across several sites reflects the growing adoption of our solutions in production-oriented environments, and we expect further expansion over time. We also continue to see growth in defense-related opportunities across multiple applications and multiple regions, and we expect this segment to further expand throughout this year. Additionally, the Essemtec SMT product line had a solid start to the year, and we expect momentum to continue to build throughout the year. The combination of our PCB placement accuracy and flexibility, speed, and high-quality engineering is winning exciting and significant new business in electronics and AI-related manufacturing, including engagements with leading global electronic manufacturing services companies serving large-scale customers.

We're also seeing continued expansion in the deployment of our Essemtec solutions with leading space and satellite companies, reinforcing the applicability of our technologies in highly complex mission-critical environments. More broadly, we continue to see strong traction across industrial production environments, including repeat orders and expansion with global customers operating at scale. These trends reflect a broader shift across industries where customers are increasingly prioritizing supply chain resilience, production flexibility, and cost efficiency, areas where our technologies are well-positioned. Overall, we remain confident that each of these product lines is positioned to deliver solid performances in 2026. Now, turning to our three-phase strategic plan. These phases are operating in parallel, not in series, and reflect significant actions underway across the company.

Nano Dimension today is a set of product lines built over time through acquisitions completed by prior management teams and overseen by prior boards, all within the broader digital manufacturing ecosystem. This includes both additive manufacturing or 3D printing technologies, as well as electronics manufacturing technologies such as Surface Mount Technology. Our products support some of the most advanced and fastest-growing industries, and we have an expanding base of success with companies and governments around the world.

At the same time, the board concluded that while these product lines have strong technologies and excellent teams, the ability to fully integrate them and get strong synergies and cost reductions would be highly challenging, require significant capital investment, and introduce unnecessary execution risk. As a result, we initiated the previously described strategic alternatives review process in Q3 of last year to determine how to focus on certain product lines, reduce cash burn, and maximize long-term shareholder value. Earlier last year, we divested out of certain product lines, and as we started Phase 1 in Q3 of 2025, we then focused on streamlining the remaining product lines, reducing operating costs while preserving growth potential and not impairing long-term value creation. We began to see a significant reduction in cash burn in Q4 of 2025, and that trend has continued into 2026.

As discussed in our previous updates, we've taken on meaningful actions to reduce costs, and that discipline continues. John will speak to the details, but the overall trend in operating expenses and cash burn remains favorable. Phase 2 has been underway for a few months now and includes an aggressive and detailed evaluation of our remaining operating product lines. With the support of Guggenheim Securities, one of our two previously announced investment banking relationships, we are presenting the board with alternatives to support the monetization of our product lines. Our first completed transaction was the sale of the AME and Fabrica product lines, which closed on April 6th, just a month ago. This transaction reduces complexity, improves focus, and lowers our cost structure. It also includes both upfront and performance-based deferred considerations, allowing us to participate in potential upside under new ownership.

Importantly, this step is expected to reduce annualized cash burn by approximately $10 million while strengthening our liquidity position. As part of our ongoing strategic alternatives review process in Q1 of this year, we identified factors that required us to perform a goodwill impairment review for the Markforged FFF product line. As a result, we determined that the full goodwill balance associated with Markforged, totaling $40.4 million, was impaired as of quarter end. This is a non-cash adjustment and does not impact our liquidity or execution of the plan. We're close to announcing the sale of another product line and are in the regulatory phase of approval. We expect to have more information on this in the coming weeks.

We are also actively pursuing the right opportunities for each of our other product lines and expect continued progress toward our objectives in the coming weeks and months. I previously mentioned that the three phases of our plan are operating in parallel, and Phase 3 is focused on maximizing long-term value in 2026 and beyond. The board and management have been working with Houlihan Lokey to evaluate and refine a focused set of go-forward alternatives, which may include, but not limited to, a strategic merger, a reverse merger, or other strategic transactions. Our financial resources and public company platform create a compelling opportunity to pursue alternatives that could unlock value that better reflects our underlying balance sheet while also delivering significant long-term upside. Over the past few months, we've been pleased to review a significant number of interesting opportunities and potential partners and have narrowed the list.

We're deep in the review process of this narrowed down and short list of exciting opportunities, and we'll present more details to our shareholders as our plan becomes firm. Again, each of these three phases of our plan are continuing forward, streamlining operations and cash burn reduction, product line monetization, and go-forward alternative selection, and they're moving forward at a rapid pace. We expect to provide additional updates and announcements over the next few months as execution continues. In closing, I hope that you can now more clearly see the steps in our three-phase strategic plan initiated by this board in late Q3 of last year, the measurable and positive results we're seeing, and the potential for exciting opportunities in the near future. With that, I'll turn the call over to John to review our financial results and provide an update on guidance. John?

Thank you, Dave. It's a pleasure to be here with you all today. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations. Revenue for the first quarter was $29.7 million, representing approximately 106% year-over-year growth compared to $14.4 million in the first quarter of 2025. This increase was driven primarily by the inclusion of Markforged, which contributed $17.1 million. Excluding Markforged, Nano Dimension's standalone revenue was $12.6 million, lower year-over-year by approximately 12%, primarily due to reduced sales driven by increased tariffs and the impact of divestments. Gross profit for the quarter was $13.6 million, with an adjusted gross margin of approximately 45.9%, compared to $6.2 million and 43.3% in the prior year period.

The improvement reflects the impact of divestments and product mix. Sequentially, gross profit decreased from the fourth quarter, reflecting normal quarterly variability and product mix. Operating expenses for the quarter were $26.1 million, representing a year-over-year increase of approximately 60% from $16.3 million in the first quarter of 2025, primarily due to the inclusion of Markforged, partially offset by cost efficiencies from organizational synergies. On a standalone basis, Nano Dimension's operating expenses declined approximately 22% year-over-year, reflecting the benefits of divestments and disciplined cost management. On a sequential basis, operating expenses for the first quarter declined by over 4% from $27.3 million in the fourth quarter, and approximately 20% relative to the previously identified baseline of approximately $32.5 million, which reflects second quarter operating expenses adjusted to include a full quarter of Markforged.

This decrease reflects continued execution on cost discipline and operational streamlining across the organization. Adjusted EBITDA for the quarter was a loss of $12.5 million, compared to a loss of $10.1 million in the first quarter of 2025, and a loss of $9.8 million in the fourth quarter of 2025. The change reflects the inclusion of Markforged and lower standalone revenue impacted by tariffs and divestments, partially offset by gross margin performance and continued cost discipline. Turning to the balance sheet, our financial position remains exceptionally strong. As of March 31st, 2026, total cash, cash equivalents, deposits, restricted deposits, and marketable equity securities were approximately $441.6 million, compared to $459.6 million at the end of the prior quarter.

This change of approximately $18 million includes $8.4 million related to changes in the fair value of marketable equity securities. The remaining change of $9.6 million primarily reflects lower sequential operating cash burn. Operating cash burn has continued to trend down since the third quarter of 2025, driven by disciplined expense management and cost reduction actions taken across the business. We continue to maintain a strong liquidity position, which provides flexibility as we execute through our defined strategic plan. Turning to guidance. Given our ongoing execution of our defined strategic plan and the potential for additional significant changes across the business, we have decided to withdraw our full year financial guidance at this time. This decision reflects the range of outcomes we are currently evaluating, including the timing and scope of potential monetization actions that could materially impact future financial results.

With that, I will now hand it back to Dave.

Thank you, John. As you can now see, we are executing on all phases of our plan to strengthen Nano and position the company for near and long-term value creation. With that, operator, please open the line for questions.

Ladies and gentlemen, at the this time, we'll begin the question-and-answer session. To ask a question you may press star and then one using a touchtone telephone. To withdraw your questions you may press star then two. If you are using a speakerphone, we do ask that you please pick-up the handset prior to pressing the keys to ensure the best sound quality. Again that is star then one to join the question queue. We'll pause momentarily to assemble the roster. Our first question today comes from Moshe Sarfaty from Murchinson. Please go ahead with your question.

Hi, good afternoon. Dave, I want to refer to what you talked about the strategic review process, especially the third part of it. You said not limited to reverse merger, et cetera. I don't know if you noticed how many times you repeated the terms excited and exciting, but I don't know how excited and exciting it is for Nano Dimension shareholders to hear about more and more mergers done by this company. We've been burned so many times that I don't think it's very exciting to Nano shareholders. Can you comment on that?

Yeah, Moshe. As you know, since the September timeframe, we've engaged with our two different banks, and now you can see that they have different roles. Houlihan Lokey has been focused on bringing us interesting partner opportunities. I mentioned that we have had looked at a large number, and that's more than 12 different opportunities, and we've since narrowed that down.

I think when we get to the point where we make a decision, and we're not that far away, when we get to the point where we make a decision and are ready to share it with shareholders, you'll see that the upside potential, should we go down that path, is going to be very interesting for the shareholders and a situation that will create value, we hope, well above the value of our balance sheet. That's the target, is, you know, we know we've got a balance sheet that's strong. We've got a public entity that is also of value, and we're finding very interesting candidates that might be go-forward candidates to help us take advantage of that in 2026 and beyond.

Yeah. Well, again, the exciting language is word for word what we heard from Yoav Stern in the past. Also, when I try to parse what you just said, that Nano has strong balance sheet and a public entity, that means that you treat Nano Dimension as a SPAC. That's how it sounds to us on this side. I have to tell you because that's what a SPAC is, a public entity with nothing but a balance sheet.

We understand what a SPAC is, and we are absolutely not a SPAC. What we're saying and because we obviously already have a number of different operating assets, we're finding ways to look for potential partners to create additional value.

I hope you'll hear the shareholders loud and clear when you bring it to them for a vote. I want to move for a second to the other part of the strategic review process, the asset sale. The only asset sale so far, I mean, you alluded to another one coming very soon, but the only one was the sale of the legacy business, the AME. You sold it in the beginning of April for $2 million, and you said that that sale will reduce cash burn by $10 million on an annual basis. The way we do the numbers, if you started the review, started looking to sell this business at the beginning of September, and you sold it at the beginning of April, it took you seven months.

During those seven months, you burnt almost $6 million, you sold this business for $2 million. That math doesn't make any sense. Why keep a business alive if you can't fetch at least something that breaks even?

Yeah, it's a good question. As we also described, we have upside potential of another $10.5 million beyond the $2 million that was paid upfront.

Right. We're a month in. Can you give us any color on that so-called upside potential?

we're not at a point to give any color at this, at this stage, but things are progressing in the right direction. We, as I said, the business has already been sold. It has been closed. The way that the contract is written will allow us to get upside potential of up to $10.5 million.

Okay. Can you comment who found this buyer? I'm asking that because you employ an investment bank that that's his job, we noticed that the buyer of that business was actually a Nano Dimension founder. Did he or his company approach Nano or did the bankers found him?

Yeah. We're not gonna comment on that. There was a lot of dialogue back and forth, and obviously the bankers were involved.

I know. I'm sure they were involved. What I'm asking, they were supposed to find the buyers, right? What I'm trying to start a conversation here is about the value that those bankers delivered to Nano Dimension shareholders.

We understand. The bankers, both on the Guggenheim side for the monetization side and the Houlihan side on the go-forward opportunities, were hired to bring us alternatives and options and help us through the process. Both are doing that. They have, as I mentioned, very different jobs, but both are doing that.

Once again, if you would like to ask a question, please press star and then one. To withdraw your questions, you may press star and two. Again, that is star and then one to join the question queue. In showing no additional questions, I would like to turn the floor back over to Dave Stehlin for closing remarks.

Thank you very much. We really appreciate everyone being with us today. This is, as we described, a very significant inflection point for this business, for Nano Dimension. There's a lot going on. We're very excited and, you know, I know I've mentioned that a few times, but we're very excited about our go-forward options in Phase 3. Our strategic plan is one that we took a long deliberation to work through. As I mentioned, each of the phases have been operating in parallel, not in series, so that allows us to move more quickly, to reach out across a wide dimension and understand all the various opportunities we have. We'll share more information with you as our strategic plan continues to advance and some of these Phase 3 options become more firm.

Thank you for your interest today, and goodbye.

With that, ladies and gentlemen, we'll conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.

Also, note today's event is being recorded. At this time, I would like to turn the conference call over to Parvah Sanaria, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimension's fourth quarter and full year 2025 earnings conference call. Joining me today is our CEO, David Stehlin, and our CFO, John Brenton. Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements within the meaning of federal securities law. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. For discussion of these risks and uncertainties, please refer to our filings with the U.S. Securities and Exchange Commission.

We undertake no obligation to update any forward-looking statements except as required by law. In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items and reflect the results of continuing operations. I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the Investor Relations section of the company's website. A replay of today's call will also be available on the Investor Relations section of the company's website. With that, I will turn the call over to Dave.

Thank you, Parvah, and good afternoon, everyone. We appreciate you joining us today. I'm pleased to update you on our performance for the fourth quarter and full year 2025, and more importantly, how we are positioning the company as we move through 2026. Before discussing our results in detail, I want to briefly highlight the progress we made during the second half of 2025 following the meaningful actions we implemented to sharpen the strategic focus of the business. During that period, we streamlined operations, reduced cash burn, and aligned resources around forward-leaning industries and our technologies, where we see the strongest long-term opportunities. We also provided financial guidance for the first time in recent history and exceeded our fourth quarter expectations. In addition, we repurchased more than 14.4 million shares in the last three and a half months of the year because we believe that our stock is undervalued.

As we move into 2026, we're seeing the benefits of these actions reflected in improved execution, stronger engagement with strategic customers, and increasing momentum across our priority industry segments while leveraging our partner network to help us drive growth. Additionally, we're continuing to reduce expenses both by trimming as needed and, more significantly, by eliminating costs in areas where we do not see long-term value. This allows us to continue growing in high-value industries while remaining disciplined and capital-efficient. Turning to our fourth quarter results, as I mentioned, we delivered performance that exceeded the financial guidance we provided on the third quarter call. This marked our first time providing financial guidance in recent history, reflecting improved execution and coordination across the Nano Dimension organization and the strengthening demand of our advanced digital manufacturing solutions, particularly in the key industry segments where we're focused.

Momentum during the quarter was generally broad-based, with strength in the advanced electronics, aerospace, automotive, defense, food and beverage, and next-generation computing infrastructure industries. Customers in these industry segments continue to prioritize solutions that enable faster production cycles, improved supply chain resilience, improved cost efficiency, and greater flexibility. These are industry segments that reward suppliers who provide superior solutions and great customer care, and we believe we're well-positioned in each of them. For the full year 2025, our performance reflects meaningful progress in shaping Nano Dimension into a more focused advanced manufacturing platform serving these high-value industries. While the second quarter was challenging, including the subsequent bankruptcy of one of the two acquisitions completed during that period, we responded decisively in the second half of the year. We narrowed our focus, executed with greater discipline across the business, and strengthened our position in production-oriented additive and digital manufacturing applications.

From a market perspective, tariff uncertainty eased as the year progressed, though cautious capital spending continues to create variability in certain sectors. However, our fourth quarter results reflect the benefits of a more focused strategy, sales success, and our disciplined execution. We focus on helping our customers accelerate towards scalable production. These are areas where our technologies deliver clear differentiation. Customers are adopting our solutions not only for design flexibility but also for measurable operational benefits, including faster production cycles, improved supply chain resilience, reduced downtime, and more efficient use of materials and labor. Our ability to integrate advanced hardware, specialized materials, and software enables secure, repeatable production environments that support manufacturing at scale. At the same time, we remain disciplined in how we scale our business.

We align resources around the industry segments and product areas where we see the greatest opportunity for durable long-term growth while continuing to execute cost reduction initiatives that are already delivering results. As we move through 2026, we expect continued progress as we further streamline operations, reduce cash burn, and invest strategically in these priority industry segments. One example is the automotive industry, where we're seeing large-scale deployments across multiple production sites, helping global organizations accelerate new product releases and lower tooling costs. In the rapidly growing advanced computing and data center space, Nano Dimension solutions are enabling some of the world's largest electronics manufacturers to deliver the most advanced networking gear. These engagements underscore the strategic value of our platforms and differentiated advantages we bring in enabling production at scale. We believe our focused industry segment strategy, differentiated technologies, and disciplined operating model position us well for sustained growth.

Within our portfolio, our composite and metal manufacturing platform continues to gain momentum across high-reliability end markets, with especially strong engagements in the defense-related applications. In these defense applications, our customers require secure, repeatable, and traceable production, not simply prototyping capability. Our Digital Forge platform integrates advanced hardware, engineered materials, and secure cloud-based software infrastructure to enable distributed manufacturing across facilities while maintaining strict control over data integrity and process consistency. As governments and prime contractors prioritize supply chain resiliency, domestic production capability, and tactical edge manufacturing, our platform is increasingly aligned with these three mission-critical requirements. During the fourth quarter and throughout 2025, we expanded deployments of our X7, our FX10, and our FX20 systems with defense programs and research institutions that are supporting long-term advanced manufacturing initiatives.

In some cases, FX20 platforms have been incorporated into field-deployed manufacturing systems supporting U.S. and allied operations in Europe, enabling localized production of spare parts in supply-constrained or operationally complex environments. Another important development during the year was the continued adoption of our FX10 platform. The FX10 is the world's first industrial system capable of producing both high-performance composite and metal parts within the same platform. This capability allows manufacturers to move seamlessly between materials while maintaining industrial-grade precision and repeatability. For customers, this translates to greater flexibility, simplified workflows, and the ability to consolidate multiple manufacturing processes into a single system. We're seeing strong interest in the FX10 across aerospace, defense, and advanced industrial segments, where the ability to produce both composite and metal components on the same system is unlocking new production applications and expanding the range of customers able to adopt additive manufacturing.

More broadly, defense customers are increasingly prioritizing manufacturing at the tactical edge, for example, with unmanned systems and drone operations. Field-deployable additive manufacturing allows units to produce mission-specific components on demand, iterate designs based on operational feedback, and maintain assets in disconnected or contested environments. Beyond defense, we continue to see adoption across aerospace and advanced industrial segments. High-performance composite and metal solutions are enabling tooling, fixtures, and increasingly demanding structural components. These customers value reliability, material performance, and accelerated production cycles, areas where our technology provides clear differentiation. To support this expansion, we've established industry-focused teams with deep domain expertise, complemented by a global network of channel and integration partners. This hybrid go-to-market model allows us to scale efficiently in regulated industries while maintaining operational discipline.

More recently, we expanded our partnership with Phillips Corporation to strengthen customer support and accelerate adoption in our industrial additive manufacturing platform across the Southeast United States. This initiative enhances access to the full ecosystem, including hardware, materials, and the Eiger software platform, while providing manufacturers with deeper application engineering expertise and faster technical support. The goal is to help customers more effectively deploy our digital forge platform to optimize part design, improve material selection, and scale additive manufacturing for production applications. Overall, we're encouraged by the continued integration of our composite and metal manufacturing platform into customer workflows and believe we're well-positioned to deepen our presence in aerospace, defense, and advanced and high-value industry segments.

I'd also like to highlight our SMT business, which was a meaningful and growing contributor to both the fourth quarter and the full year 2025 and continues to reinforce its position as a differentiated provider of advanced electronics manufacturing solutions. During the quarter, the business expanded relationships with tier-one customers across multiple regions, supporting both new production programs and scaling the existing ones. Demand was driven by applications tied to advanced communications, advanced electronics, automotive, and defense industry segments where high-speed, high-precision assembly and flexibility are critical. SMT's product innovation remains a key differentiator, for example, in jetting and dispensing technologies that address increasingly complex and high-volume production environments. Our platforms, such as our FOX Ultra All-in-One and our PUMA Ultra Systems, allow our customers to improve flexibility, reduce changeover times, and accelerate development in printed and hybrid electronics.

In addition, our collaborations with Inventec, Performance Chemicals, and other fluidic developers have enhanced high-speed solder paste jetting and dispensing capabilities, which strengthens our ability to address the increasing complexity of PC boards. These capabilities are critical as customers in forward-leaning industries seek higher performance, precision, and flexibility in electronic manufacturing. Engagement at major industry events across Asia, Europe, and the Americas continues to generate strong customer interest and pipeline development, highlighting SMT's global relevance, technology leadership, and ability to scale in dynamic, high-value industry segments. Together, these deployments reflect growing demand for integrated flexibility, software-driven manufacturing solutions that improve throughput, traceability, and material efficiency, areas where our technologies position us well as production requirements become even more dynamic and precision-driven. Before I hand it off to John to speak about our financial results, I would like to provide a brief update on several key initiatives.

First, regarding the strategic alternatives review process that we announced last September, we recognize that our communications have been limited. This has been intentional to allow the board and management to conduct a thorough and disciplined evaluation. Working with our financial advisors, Guggenheim Securities, and Houlihan Lokey, we've spent a tremendous amount of time working through a broad set of potential paths. We completed a comprehensive review of our product lines, core technologies, market dynamics, and competitive positioning. In a short period of time, we have significantly reduced our losses and improved our product lines, and yet we also recognize that a gap remains to achieving sustained profitability. We expect that in the second quarter, we will make a series of announcements that will make clear our path forward to maximizing shareholder value in a relatively short period of time.

Second, as of January 1, 2026, Nano Dimension began reporting as a U.S. domestic issuer. This transition aligns our reporting and governance with U.S. market standards, including SEC rules and U.S. GAAP, while maintaining compliance with local requirements for our global operations. By aligning our governance and reporting framework with U.S. standards, we aim to enhance transparency for shareholders, reduce our operational complexity, and improve efficiency in managing our global business. We anticipate completing the redomestication process in the first half of 2026, subject to customary approvals. As part of this transition, our first Form 10-K filing timeline was shortened from 119 days under SEC rules applicable to foreign private issuers to 75 days as a U.S. domestic issuer. In addition, our transition during 2025 from IFRS to U.S. GAAP added further complexity to our financial reporting process.

2025 was also a highly complex year from a financial reporting and disclosure perspective. We completed two significant acquisitions, Desktop Metal and Markforged, navigated the Chapter 11 process and deconsolidation of Desktop Metal, the continued integration of Markforged, and executed a reduction in workforce as part of the post-merger integration. Together, these factors required additional time to ensure accurate, complete, and transparent financial reporting and disclosure. We filed our Form 10-K today. As disclosed in our Form 12b-25, we identified a material weakness in internal control over financial reporting, primarily related to resource limitations impacting accounting for and disclosure of business combinations and related valuation analysis. Importantly, while a material weakness is never good news, we have not identified any errors in previously issued financial statements, do not expect any restatements, and believe that our 2025 reporting results are materially correct.

Under the oversight of the audit committee, we have implemented a remediation plan to address the material weakness and strengthen our control environment. This includes enhancing our risk assessment processes, adding experienced technical accounting and financial reporting resources, and providing targeted training to reinforce consistent execution of controls. We expect to continue executing this plan through 2026 and will validate its effectiveness through ongoing testing as these controls operate over time. We're confident these actions will strengthen our control environment going forward. Finally, on capital allocation, during the fourth quarter, we repurchased approximately 10.9 million shares for approximately $19.2 million and a total of over 14.4 million shares for approximately $24.9 million when factoring in earlier repurchases in late Q3 under our existing authorization of up to $150 million.

Given the ongoing strategic process review, the board is carefully evaluating capital deployment priorities, and we will not be providing forward-looking updates regarding repurchase activity at this time. Our strong balance sheet continues to provide meaningful flexibility as we evaluate opportunities to maximize shareholder value. As we sit here today, we're already at the end of the first quarter of 2026, and activity levels remain consistent with the momentum exiting the fourth quarter, taking into account typical seasonality. This is providing us with increased visibility into near-term demand. Given the nature of our business, which includes a mix of recurring activity and larger strategic orders, we believe annual financial guidance remains the most appropriate framework for setting expectations. John will walk through our outlook in more detail and discuss the underlying assumptions.

Overall, our fourth quarter and full-year results reflect the benefits of a more focused strategy, disciplined execution, and continued investment in differentiating technologies that address real customer needs in high-valued markets. With that, I'll turn the call over to John to review our financial results and provide financial guidance for 2026. John?

Thank you, Dave. It's a pleasure to be here with you all today. Together with Dave and the global leadership team, we remain focused on executing our key priorities to improve the company's performance and enhance shareholder value. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations. A reminder that the fourth quarter represents the second full quarter of Markforged being included in our consolidated financial results. Desktop Metal is excluded from our non-GAAP results as it is classified as discontinued operations following its Chapter 11 filing and deconsolidation during the third quarter of 2025. Turning to our fourth quarter performance, as Dave mentioned, we delivered results that exceeded the financial guidance we outlined on our third quarter call, reflecting improved execution, stronger demand across our priority industry segments, and disciplined cost management.

Revenue for the fourth quarter was $35.3 million, representing a year-over-year growth of approximately 142% compared to $14.6 million in the fourth quarter of 2023. This increase was driven primarily by the inclusion of Markforged, which contributed $20.7 million. Excluding Markforged, Nano Dimension standalone revenue was approximately $14.6 million, in line with the prior year, as underlying growth offset the impact of divestments. On a sequential basis, revenue for the fourth quarter increased approximately 31% from $26.9 million in the third quarter of 2024, driven by improved customer engagement, stronger order activity, and continued adoption of our advanced digital manufacturing solutions across key industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage, and next-generation computing infrastructure. Gross profit for the quarter was $17.6 million, with an adjusted gross margin of approximately 49.7% compared to $5.3 million and 36.3% in the prior year quarter.

This increase was driven primarily by the prior year inclusion of a one-time unfavorable inventory adjustment. Sequentially, gross profit increased approximately 38% from $12.7 million in the third quarter, with margin expansion of about 230 basis points from 47.4%, reflecting improved product mix and operational efficiencies. Operating expenses for the quarter were $27.3 million, representing a year-over-year increase of approximately 13% from $24.2 million in the fourth quarter of 2024, primarily due to the inclusion of Markforged. However, on a standalone basis, Nano Dimension's operating expenses decreased approximately 42% year-over-year, reflecting the benefits of divestments and disciplined cost management. On a sequential basis, operating expenses for the fourth quarter declined over 6% from $29.2 million in the third quarter and more than 16% relative to the previously identified baseline of approximately $32.5 million, which reflects second quarter operating expenses adjusted to include a full quarter of Markforged.

This decrease reflects our continued cost discipline and efforts to streamline operations across the organization. Adjusted EBITDA for the quarter was a loss of $9.8 million, improving from a loss of $18.9 million in the fourth quarter of 2024 and $16.6 million in the third quarter of 2025, reflecting improved gross margins and disciplined expense management. Turning to our full-year results, revenue for 2025 was $102.4 million, representing approximately 77% year-over-year growth compared to $57.8 million in 2024. Growth was driven by the inclusion of Markforged, which contributed $54.3 million and continued adoption of our solutions across key industry segments, partially offset by strategic divestitures and softer demand amid macroeconomic uncertainties, including tariffs. Gross profit for the year was $48.1 million, with an adjusted gross margin of approximately 46.9% compared to $26.2 million and 45.4% in the prior year. This growth was primarily driven by the inclusion of Markforged.

Operating expenses for the full year were $101 million, representing a year-over-year increase of approximately 12% from $89.8 million, mainly due to the inclusion of Markforged, offset by continued cost discipline across the organization. Adjusted EBITDA for the year was a loss of $53.2 million compared to a loss of $63.6 million in 2024, reflecting increased revenue, improved gross margins, and disciplined cost management. Turning to the balance sheet, our financial position remains exceptionally strong. As of December 31st, 2025, total cash equivalents, deposits, and marketable equity securities were approximately $459.6 million, down from about $515.5 million at the end of the prior quarter. This change of approximately $55.9 million includes $19.8 million of cash used for share repurchases during the quarter and $24.4 million related to changes in the fair value of marketable equity securities. Looking ahead, I'd like to take a moment to outline our financial guidance.

As a reminder, our business generates revenue from recurring book-and-ship activity and larger strategic orders, which can create some variability in quarterly results. Importantly, this variability reflects timing differences rather than lost revenue. With that in mind, we are taking a disciplined approach to providing guidance, and we will continue to evaluate providing additional metrics over time. As such, we are implementing annual guidance for 2026. For 2026, we expect revenue in the range of $130 million-$140 million, representing over 30% growth at the midpoint compared to 2025, which included a partial year contribution from Markforged following its acquisition in the second quarter of 2025. This outlook reflects continued momentum across our forward-leaning industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage, and next-generation computing infrastructure.

We expect, on a non-GAAP basis, gross margin 46%-48%, reflecting improvement at the midpoint compared to 2025, driven by operating leverage and continued efficiency across our cost structure. Operating expenses, on a non-GAAP basis, are expected to be between $106 million-$111 million, reflecting continued cost-savings initiatives and disciplined resource management. At the midpoint, this represents modest growth relative to 2025, which included a partial year contribution from Markforged, as we continue to balance cost control with targeted investments to support growth. We expect Adjusted EBITDA loss between $40 million-$50 million, representing meaningful improvement at the midpoint compared to the $53.2 million loss in 2025, driven by operating leverage as revenue growth outpaces expense growth.

In terms of cadence, revenue is expected to be modest in the first half, ramping in the second half, with the first quarter typically the lightest and the fourth quarter the strongest. While full run-rate savings from operational improvements remain a 2026 target, we are encouraged by sequential improvement in expenses and expect continued efficiencies to support margin expansion and reduce cash burn throughout the year. I will now hand it back to Dave.

Thank you, John. In summary, our actions we implemented in the second half of 2025 are driving meaningful results today. We believe our momentum is positive and our potential is excellent. We have grown revenue, reduced expenses, won critical new and strategic customers. We've provided financial guidance, repurchased shares, and implemented a comprehensive strategic alternatives review that is rapidly progressing toward key decisions. We fully expect that 2026 will bring an excellent opportunity to maximize shareholder value. We look forward to keeping you updated on our progress. With that, operator, please open the line for questions.

At this time, we'll begin the question and answer session. To ask a question, you may press star and then one using a touch-tone telephone. To withdraw your questions, you may press star and two. If you are using a speakerphone, we do ask that you please pick up the handset prior to pressing the keys to ensure the best sound quality. Once again, in order to ask a question, please press star and one. We'll pause momentarily to assemble the roster. Our first question today comes from Moshe Sarsadi from Merchant. Please go ahead with your question.

Hi. Good evening, and thank you for the very elaborate call. I want to ask. I see that you closed the Markforged acquisition on April 25 of 2025. That means you had two months in Q2 with Markforged under the Nano Dimension umbrella, plus Q3 and Q4. If I compare the total revenue of Markforged in the same time in 2024 to what you reported, revenue at Markforged is actually down compared to 2024. I see that the rest of Nano Dimension revenue is also down. How does that reconcile with what I just heard about continued momentum? Also, how is that not misleading that the first line in the press release is how revenue grew by more than 100%, implying that it's all organic? Well, it's clearly not only not organic, it's also not growing.

First off, thank you very much for the question. As we were stating about the revenue growth year-over-year, that's comparing the consolidated business now after the acquisition with the prior year, which did not include Markforged. That's specific to the comparison to the prior year. As it relates to Markforged specifically in the fourth quarter consolidated, the growth that we're talking about is the sequential growth in Q4 over Q3 and the continued improvement within the key areas and product lines that we've specified. That's the improvement that we're speaking of and what we're anticipating continuing into the 2026 year.

Right. Again, I'm sorry. It escapes me how writing that the revenue is up by 100%, more than 100%, is not an attempt to mislead the readers?

Moshe, it's definitely not an attempt to mislead. It's the requirements on how we have to compare our actual financials year-over-year before we had Markforged. If you read deeper into the press release and what we talked about on the call, we describe the various comparisons both year-over-year with and without Markforged.

I see. Okay. What about the share repurchases program? Why are you discontinuing it?

Yeah. As we described in the call, we think that there are better uses for our money at this point, which will become very clear in the second quarter, as we said during the call. That's number one. We have not taken it off the table. It's still an option. We're just not going to talk about it in advance.

I see. Okay. I just don't understand how buying $2 and something for $1.70, how can you have a better use for the cash than that? Is there anything at all that can be more immediately accretive than buying $1 for $0.85?

Understand the point. As we said, in Q2, things should become a whole lot more clear.

That is not encouraging. I have to say it's very abstract. There is no explanation here. It's just a promise that just like the ones we heard from Yoav Stern, that in a few quarters, everything is going to turn around.

Appreciate the question. As I said, you'll learn a whole lot more in this next quarter.

Once again, if you would like to ask a question, please press star and then one to join the question queue. At this time, I'm showing there are no further questions, I'd like to turn the floor back over to Dave for closing remarks.

Thanks for joining us today and for your continued interest in Nano Dimension. Have a great day and goodbye.

With that, ladies and gentlemen, we'll be concluding today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.