Sec Form 4 Filing - Terem Shai @ Markforged Holding Corp - 2025-04-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Terem Shai 2. Issuer Name and Ticker or Trading Symbol Markforged Holding Corp [ MKFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MARKFORGED HOLDING CORPORATION, 60 TOWER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2025 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/25/2025 D( 1 ) 198,278 ( 2 ) D $ 5 ( 2 ) 356,194 D Common Stock 04/25/2025 D( 1 ) 356,194 ( 3 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of S hares Earnout Shares ( 4 ) 04/25/2025 D( 1 ) 62,996 ( 4 ) ( 4 ) Common Stock 62,996 $ 5 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Terem Shai C/O MARKFORGED HOLDING CORPORATION 60 TOWER ROAD WALTHAM, MA02451 X Chief Executive Officer Signatures /s/ Shai Terem 04/25/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 25, 2024, by and among Nano Dimension Ltd. ("Parent"), Nano US II, Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and Markforged Holding Corporation (the "Company"). Pursuant to terms of the Merger Agreement, on April 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent. ( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock") was cancelled and converted automatically into the right to receive $5.00 per share in cash, without interest and less any applicable withholding tax (the "Merger Consideration"). ( 3 )Represents restricted stock units issued pursuant to the Company's 2021 Stock Option and Incentive Plan (each, a "Company RSU"). Each Company RSU represented a contingent right to receive one share of Company Common Stock upon settlement for no consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled and converted automatically into a restricted stock unit award of Parent, which were granted on similar terms and conditions as were applicable to the unvested Company RSUs that were cancelled. ( 4 )Each Earnout Share represented a contingent right to acquire one share of Company Common Stock upon the satisfaction of certain price thresholds. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Earnout Share was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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