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    SEC Form 6-K filed by Nova Ltd.

    11/6/25 7:30:08 AM ET
    $NVMI
    Electronic Components
    Technology
    Get the next $NVMI alert in real time by email
    6-K 1 zk2533940.htm 6-K

     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549
     
    FORM 6-K
     
    REPORT OF FOREIGN PRIVATE ISSUER
    PURSUANT TO RULE 13a-16 OR 15d-16 OF
    THE SECURITIES EXCHANGE ACT OF 1934

    For the month of November 2025

    Commission File No.: 000-30668
     
    NOVA LTD.
    (Translation of registrant’s name into English)

    5 David Fikes Street, Rehovot, Israel
     (Address of principal executive offices)
     
    Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

    Form 20-F ☒   Form 40-F ☐
     
    Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Reports Record Third Quarter 2025 Financial Results”.

    The GAAP financial statements tables included in the press release attached hereto are hereby incorporated by reference into the Registrant’s registration statements on Form S-8, filed with the Securities and Exchange Commission on the following dates: November 5, 2007 (File No. 333-147140); October 25, 2012 (File No. 333-184585), March 6, 2015 (File No. 333-202550); and August 25, 2017 (File No. 333-220158).



    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

    Date: November 6, 2025

     
    NOVA LTD.
    (Registrant)

    By: /s/ Guy Kizner
    —————————————
    Guy Kizner
    Chief Financial Officer



     

     
    Company Contact:
    Guy Kizner, Chief Financial Officer
    Tel: +972-73-229-5760
    E-mail - [email protected]
    Nova website link - https://www.novami.com/
     
    Investor Relations Contact:
    Miri Segal MS-IR LLC
    Tel: +917-607-8654
    E-mail - [email protected]
     
    Nova Reports Record Third Quarter 2025 Financial Results
     
    REHOVOT, Israel - Nov 6, 2025 - Nova (Nasdaq: NVMI) today announced financial results for the third quarter, the three-month period ended September 30, 2025.

    Third Quarter 2025 Highlights:


    •
    Record Quarterly revenue of $224.6 million, a 25% increase YoY, at the high end of the company’s guidance.

    •
    GAAP net income of $61.4 million, or $1.90 per diluted share, a 19% increase YoY.

    •
    Non-GAAP net income of $70 million, or $2.16 per diluted share, a 24% increase YoY.

    •
    Record quarterly revenue from memory devices, driven by demand for advanced DRAM & HBM devices

    •
    Record quarterly revenue from advanced logic devices driven by demand from Gate-All-Around manufacturing processes

    GAAP Results (K)

     
    Q3 2025
    Q2 2025
    Q3 2024
    Revenues
    $224,608
    $219,989
    $178,974
    Net Income
    $61,421
    $68,291
    $51,279
    Earnings per Diluted Share
    $1.90
    $2.14
    $1.60

    Non-GAAP Results (K)

     
    Q3 2025
    Q2 2025
    Q3 2024
    Net Income
    $69,991
    $70,400
    $56,056
    Earnings per Diluted Share
    $2.16
    $2.20
    $1.74
     
    A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements included in this release. See also "Use of Non-GAAP Adjusted Financial Measures" section.



    Management Comments
     
    “Nova achieved record third-quarter results, with the highest ever sales in memory and advanced logic, driven by strong demand for our advanced metrology solutions in leading nodes and advanced packaging,” said Gaby Waisman, President and CEO. “With fourth-quarter guidance on track, we expect 2025 to be a record year for Nova and anticipate growth to continue in 2026, supported by positive semiconductor market forecasts and increased AI-driven demand.”

    2025 Fourth Quarter Financial Outlook
     
    Management provided an outlook for the fourth quarter, the period ending December 31, 2025. Based on current estimates, management expects:
     

    •
    $215 million to $225 million in revenue
     

    •
    $1.77 to $1.95 in diluted GAAP EPS
     

    •
    $2.02 to $2.20 in diluted non-GAAP EPS
     
    2025 Third Quarter Results
     
    Total revenues for the third quarter of 2025 were $224.6 million, an increase of 2% compared with the second quarter of 2025 and an increase of 25% compared with the third quarter of 2024.
     
    Gross margin in the third quarter of 2025 was 56.7%, compared with 57.8% in the second quarter of 2025 and 56.6% in the third quarter of 2024.
     
    Operating expenses in the third quarter of 2025 were $63.6 million, compared with $61.6 million in the second quarter of 2025 and $52.1 million in the third quarter of 2024.
     
    On a GAAP basis, the Company reported net income of $61.4 million, or $1.90 per diluted share, in the third quarter of 2025. This is compared with net income of $68.3 million, or $2.14 per diluted share, in the second quarter of 2025, and $51.3 million, or $1.60 per diluted share, in the third quarter of 2024.
     
    On a non-GAAP basis, the Company reported net income of $70.0 million, or $2.16 per diluted share, in the third quarter of 2025. This is compared with net income of $70.4 million, or $2.20 per diluted share, in the second quarter of 2025, and $56.1 million, or $1.74 per diluted share, in the third quarter of 2024.



    Conference Call Information

    Nova will host a conference call today, November 6, 2025, at 8:30 a.m. Eastern Time, to discuss the Company’s third quarter of 2025 financial results and outlook. To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your calls five minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.
     
    U.S. TOLL-FREE Dial-in Number: 1-833-816-1427
    ISRAEL TOLL-FREE    Dial-in Number: 1-809-213-284
    INTERNATIONAL Dial-in Number: 1-412-317-0519

    At:
    8:30 a.m. Eastern Time
    5:30 a.m. Pacific Time

    The conference call will also be webcast live from a Link on Nova's website at https://www.novami.com/investors/events/.
     
    A replay of the conference call will be available from November 8, 2025, at 11:30 a.m. Eastern Time until November 15, 2025, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:
     
    Replay Dial-in U.S. TOLL-FREE: 1-877-344-7529
    Replay Dial-in INTERNATIONAL: 1-412-317-0088
    Replay Pin Number: 2479711
    A replay will also be available for 90 days on Nova's website link at https://www.novami.com/investors/events/.


     
    About Nova

    Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art, high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative solutions enables its customers to improve performance, enhance product yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices worldwide. Additional information may be found on Nova’s website link - https://www.novami.com/.

    Nova is traded on the Nasdaq and TASE, Nasdaq ticker symbol NVMI.
     
    Use of Non-GAAP Adjusted Financial Measures

    This press release provides financial measures that exclude amortization of acquired intangible assets, inventory step-up, stock-based compensation expenses, acquisition related expenses, revaluation of operating lease liabilities and remeasurement of intercompany loans, amortization of issuance costs and tax effect of non-GAAP adjustment, as applicable, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding Nova's performance because they reflect our operational results and enhance management's and investors' ability to evaluate Nova's performance before charges or benefits considered by management to be outside Nova's ongoing operating results. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management believes that it is in the best interest of its investors to provide financial information that will facilitate comparison of both historical and future results and allow greater transparency to supplemental information used by management in its financial and operational decision making. A reconciliation of each GAAP to non-GAAP financial measure discussed in this press release is contained in the accompanying financial tables.
     
    Forward-Looking Statements
     
    This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding, but not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following:  increased information technology security threats and sophisticated computer crime; foreign political and economic risks including supply-chain difficulties; regulations that could restrict our operations such as economic sanctions and export restrictions; changes in U.S. trade policies; indirect effects of the Russia – Ukraine conflict; market instability including inflation and recessionary pressures; risks related to doing business with China; catastrophic events; inability to protect our intellectual property; open source technology exposure, including risks related to artificial intelligence; failure to compete effectively or to respond to rapid technological changes; consolidation in our industry; difficulty in predicting the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; difficulty in integrating current or future acquisitions; lengthy sales cycle and customer delays in orders; risks related to conditions in Israel, including related to the war against Hamas and other terrorist organizations; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading "Risk Factors" in Nova's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 20, 2025. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

    (Tables to Follow)



    NOVA LTD.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (U.S. dollars in thousands) - (Unaudited)

       
    As of
     
       
    September 30,
       
    December 31,
     

     
    2025
       
    2024
     
    ASSETS
               
    Current assets
               
    Cash and cash equivalents
       
    521,633
         
    157,779
     
    Short-term interest-bearing bank deposits
       
    179,835
         
    211,877
     
    Marketable securities
       
    386,555
         
    216,910
     
    Trade accounts receivable, net
       
    144,885
         
    139,318
     
    Inventories
       
    183,099
         
    156,599
     
    Other current assets
       
    29,487
         
    19,466
     
    Total current assets
       
    1,445,494
         
    901,949
     
    Non-current assets
                   
    Marketable securities
       
    509,969
         
    225,818
     
    Interest-bearing bank deposits and restricted deposits
       
    12,096
         
    7,847
     
    Deferred tax assets
       
    38,103
         
    31,639
     
    Operating lease right-of-use assets
       
    54,459
         
    51,193
     
    Property plant and equipment, net
       
    95,585
         
    81,746
     
    Intangible assets, net
       
    48,127
         
    31,458
     
    Goodwill
       
    90,789
         
    48,317
     
    Other long-term assets
       
    12,869
         
    10,455
     
    Total non-current assets
       
    861,997
         
    488,473
     
    Total assets
       
    2,307,491
         
    1,390,422
     
    LIABILITIES AND SHAREHOLDERS’ EQUITY
                   
    Current liabilities
                   
       Convertible senior notes, net
       
    90,843
         
    180,564
     
    Trade accounts payable
       
    54,995
         
    59,578
     
    Deferred revenues
       
    72,013
         
    72,886
     
    Operating lease current liabilities
       
    7,274
         
    7,169
     
    Other current liabilities
       
    90,413
         
    68,033
     
    Total current liabilities
       
    315,538
         
    388,230
     
    Non-current liabilities
                   
    Convertible senior notes, net
       
    730,663
         
    -
     
    Operating lease long-term liabilities
       
    54,924
         
    48,363
     
    Long-term deferred tax liability
       
    13,277
         
    8,495
     
    Other long-term liabilities
       
    22,347
         
    17,539
     
    Total non-current liabilities
       
    821,211
         
    74,397
     
    Shareholders' equity
       
    1,170,742
         
    927,795
     
    Total liabilities and shareholders' equity
       
    2,307,491
         
    1,390,422
     


     
    NOVA LTD.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
     (U.S. dollars in thousands, except per share data) - (Unaudited)

       
    Three months ended
    September 30,
       
    Nine months ended
    September 30,
     
       
    2025
       
    2024
       
    2025
       
    2024
     
    Revenues:
                           
    Products
       
    178,873
         
    143,638
         
    530,644
         
    379,804
     
    Services
       
    45,735
         
    35,336
         
    127,309
         
    97,826
     
    Total revenues
       
    224,608
         
    178,974
         
    657,953
         
    477,630
     
    Total cost of revenues
       
    97,190
         
    77,641
         
    280,986
         
    200,475
     
    Gross profit
       
    127,418
         
    101,333
         
    376,967
         
    277,155
     
    Operating expenses:
                                   
    Research and development, net
       
    36,740
         
    29,083
         
    105,420
         
    79,348
     
    Sales and marketing
       
    20,243
         
    16,594
         
    59,892
         
    49,110
     
    General and administrative
       
    6,575
         
    6,425
         
    18,920
         
    16,628
     
    Total operating expenses
       
    63,558
         
    52,102
         
    184,232
         
    145,086
     
    Operating income
       
    63,860
         
    49,231
         
    192,735
         
    132,069
     
    Financing income, net
       
    9,540
         
    11,030
         
    37,654
         
    24,991
     
    Income before taxes on income
       
    73,400
         
    60,261
         
    230,389
         
    157,060
     
    Income tax expenses
       
    11,979
         
    8,982
         
    35,854
         
    23,779
     
    Net income for the period
       
    61,421
         
    51,279
         
    194,535
         
    133,281
     
                                     
    Earnings per share:
                                   
    Basic
       
    2.05
         
    1.76
         
    6.57
         
    4.58
     
    Diluted
       
    1.90
         
    1.60
         
    6.10
         
    4.15
     
                                     
    Shares used in calculation of earnings per share (in thousands):
                                   
    Basic
       
    29,936
         
    29,099
         
    29,602
         
    29,078
     
    Diluted
       
    32,470
         
    32,238
         
    32,028
         
    32,303
     
     



    NOVA LTD.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (U.S. dollars in thousands) - (Unaudited)

       
    Three months
    ended September 30,
       
    Nine months
    ended September 30,
     
       
    2025
       
    2024
       
    2025
       
    2024
     
    Cash flows from operating activities:
                           
    Net income
       
    61,421
         
    51,279
         
    194,535
         
    133,281
     
    Adjustments to reconcile net income to net cash provided by operating activities:
                                   
    Depreciation of property and equipment
       
    3,374
         
    2,886
         
    9,702
         
    8,707
     
    Amortization of intangible assets
       
    2,309
         
    1,467
         
    6,353
         
    4,376
     
    Amortization of premium and accretion of discount on marketable securities, net
       
    (1,305
    )
       
    (1,933
    )
       
    (4,193
    )
       
    (5,358
    )
    Amortization of debt discount and issuance costs
       
    448
         
    326
         
    1,016
         
    970
     
    Share-based compensation
       
    6,681
         
    6,194
         
    19,314
         
    18,860
     
    Net effect of exchange rate fluctuation
       
    (2,329
    )
       
    (3,019
    )
       
    (17,385
    )
       
    (1,084
    )
    Changes in assets and liabilities:
                                   
    Trade accounts receivable, net
       
    (6,498
    )
       
    (19,859
    )
       
    (18
    )
       
    (2,855
    )
    Inventories
       
    (2,699
    )
       
    (4,495
    )
       
    (18,093
    )
       
    (24,773
    )
    Other current and long-term assets
       
    (8,603
    )
       
    (5,007
    )
       
    (14,533
    )
       
    (5,574
    )
    Deferred tax, net
       
    (3,483
    )
       
    (2,524
    )
       
    (9,627
    )
       
    (4,873
    )
    Operating lease right-of-use assets
       
    4,122
         
    964
         
    2,241
         
    3,109
     
    Trade accounts payable
       
    (2,882
    )
       
    5,573
         
    (4,599
    )
       
    11,197
     
    Deferred revenues
       
    8,018
         
    2,780
         
    (4,413
    )
       
    15,059
     
    Operating lease liabilities
       
    (3,208
    )
       
    (536
    )
       
    1,160
         
    (4,035
    )
    Other current and long-term liabilities
       
    15,844
         
    12,758
         
    23,605
         
    19,613
     
    Accrued severance pay, net
       
    65
         
    123
         
    420
         
    124
     
    Net cash provided by operating activities
       
    71,275
         
    46,977
         
    185,485
         
    166,744
     
    Cash flows from investment activities:
                                   
    Acquisition of subsidiary, net of acquired cash
       
    -
         
    -
         
    (56,355
    )
       
    -
     
    Change in short-term and long-term interest-bearing bank deposits
       
    29,057
         
    (7,240
    )
       
    28,928
         
    (89,256
    )
    Investment in marketable securities
       
    (509,522
    )
       
    (65,264
    )
       
    (666,321
    )
       
    (211,812
    )
    Proceeds from maturity of marketable securities
       
    92,032
         
    52,224
         
    222,192
         
    188,976
     
    Proceed from sales of marketable securities
       
    494
          -      
    494
          -  
    Purchase of property and equipment
       
    (4,333
    )
       
    (3,914
    )
       
    (15,928
    )
       
    (9,094
    )
    Net cash used in investing activities
       
    (392,272
    )
       
    (24,194
    )
       
    (486,990
    )
       
    (121,186
    )
    Cash flows from financing activities:
                                   
    Proceeds from issuance of convertible senior notes
       
    750,000
         
    -
         
    750,000
          -  
    Issuance costs of convertible senior notes
       
    (17,738
    )
       
    -
         
    (17,738
    )
       
    -
     
    Purchase of capped calls
       
    (51,826
    )
       
    -
         
    (51,826
    )
       
    -
     
    Purchases of treasury shares
        -       -      
    (20,002
    )
        -  
    Proceeds from exercise of options
       
    -
         
    70
         
    -
         
    70
     
    Net cash provided by financing activities
       
    680,436
         
    70
         
    660,434
         
    70
     
    Effect of exchange rate fluctuations on cash and cash equivalents and restricted cash
       
    1,631
         
    757
         
    5,243
         
    761
     
    Changes in cash and cash equivalents and restricted cash
       
    361,070
         
    23,610
         
    364,172
         
    46,389
     
    Cash and cash equivalents - beginning of period
       
    160,881
         
    130,353
         
    157,779
         
    107,574
     
    Cash and cash equivalents and restricted cash  - end of period
       
    521,951
         
    153,963
         
    521,951
         
    153,963
     
     

    NOVA LTD.
    RECONCILIATION OF GAAP TO NON-GAAP RESULTS
    (U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

       
    Three months ended
     
       
    September 30,
    2025
       
    June 30,
    2025
       
    September 30,
    2024
     
    GAAP gross profit
       
    127,418
         
    127,246
         
    101,333
     
    Stock-based compensation*
       
    1,901
         
    1,769
         
    1,722
     
    Amortization of acquired intangible assets
       
    2,113
         
    2,039
         
    1,380
     
    Acquisition related inventory step-up
       
    -
         
    910
         
    -
     
    Non-GAAP gross profit
       
    131,432
         
    131,964
         
    104,435
     
    GAAP gross margin as a percentage of revenues
       
    57
    %
       
    58
    %
       
    57
    %
    Non-GAAP gross margin as a percentage of revenues
       
    59
    %
       
    60
    %
       
    58
    %
                             
    GAAP operating income
       
    63,860
         
    65,643
         
    49,231
     
    Stock-based compensation*
       
    6,681
         
    6,257
         
    6,194
     
    Acquisition related inventory step-up
       
    -
         
    910
         
    -
     
    Amortization of acquired intangible assets
       
    2,309
         
    2,228
         
    1,467
     
    Non-GAAP operating income
       
    72,850
         
    75,038
         
    56,892
     
    GAAP operating margin as a percentage of revenues
       
    28
    %
       
    30
    %
       
    28
    %
    Non-GAAP operating margin as a percentage of revenues
       
    32
    %
       
    34
    %
       
    32
    %
                             
    GAAP net income
       
    61,421
         
    68,291
         
    51,279
     
    Stock-based compensation*
       
    6,681
         
    6,257
         
    6,194
     
    Acquisition related inventory step-up
       
    -
         
    910
         
    -
     
    Amortization of acquired intangible assets
       
    2,309
         
    2,228
         
    1,467
     
    Amortization of debt issuance costs
       
    448
         
    278
         
    326
     
    Revaluation of operating lease and intercompany loans
       
    762
         
    (6,955
    )
       
    (2,309
    )
    Tax effect of non-GAAP adjustments
       
    (1,630
    )
       
    (609
    )
       
    (901
    )
    Non-GAAP net income
       
    69,991
         
    70,400
         
    56,056
     
                             
    GAAP basic earnings per share
       
    2.05
         
    2.32
         
    1.76
     
    Non-GAAP basic earnings per share
       
    2.34
         
    2.39
         
    1.93
     
                             
    GAAP diluted earnings per share
       
    1.90
         
    2.14
         
    1.60
     
    Non-GAAP diluted earnings per share
       
    2.16
         
    2.20
         
    1.74
     
                             
    Shares used for calculation of earnings per share (in thousands):
                           
    Basic
       
    29,936
         
    29,422
         
    29,099
     
    Diluted
       
    32,470
         
    32,053
         
    32,238
     

    * Stock-based compensation for the three months ended September 30, 2025 included in – Cost of revenues - 1,901; Research and development, net – 2,797; Sales and marketing – 1,333; General and administrative – 650.
     


    NOVA LTD.
    SUPPLEMENTAL INFORMATION - RECONCILIATION OF FOURTH QUARTER 2025
    GAAP TO NON-GAAP GUIDANCE
    (U.S. dollars) (Unaudited)

       
    Low
       
    High
     
    Estimated GAAP net income per diluted share
       
    1.77
         
    1.95
     
    Estimated non-GAAP items:
                   
    Stock-based compensation
       
    0.20
         
    0.20
     
    Amortization of acquired intangible assets
       
    0.06
         
    0.06
     
    Amortization of issuance costs
       
    0.03
         
    0.03
     
    Tax effect of non-GAAP adjustments
       
    (0.04
    )
       
    (0.04
    )
    Estimated non-GAAP net income per diluted share
       
    2.02
         
    2.20
     




     

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