Nova (NASDAQ: NVMI) prices $650M 0.00% convertible senior notes due 2030 in private deal

Rhea-AI Filing Summary

Nova Ltd. reported that it has priced a private offering of $650 million principal amount of 0.00% convertible senior notes due 2030. The notes are being offered in a private transaction to qualified institutional buyers, meaning larger professional investors rather than the general public.

This transaction represents a significant capital raise for the company through convertible senior notes, which carry a zero percent stated interest rate and a maturity in 2030. The details of the offering terms were released in a press release dated September 3, 2025, which is included as an exhibit to this report.

Insights

Capital structure and securities analyst

Nova is raising $650M via 0.00% convertible senior notes due 2030.

Nova Ltd. has priced a private offering of $650 million principal amount of 0.00% convertible senior notes due 2030 to qualified institutional buyers. This indicates a large financing transaction using convertible senior notes rather than a traditional share issuance.

The notes have a stated interest rate of 0.00% and a defined maturity in 2030, which frames the time horizon for this security. Because the transaction is described as an upsized private offering, it suggests investor demand was sufficient to increase the offering size from an earlier reference amount, though the initial size is not specified in this excerpt.

Further details on specific terms, such as any conversion features or other conditions, are contained in the referenced press release dated September 3, 2025. Subsequent company communications and filings may provide additional context on how this financing fits within Nova’s broader funding strategy.

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 September 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 ☐

EXPLANATORY NOTE

On September 3, 2025, Nova Ltd. (NASDAQ: NVMI) (the “Company”) issued a press release announcing the pricing of $650 million principal amount of 0.00% convertible senior notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.

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EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:

Exhibit	Description
99.1	Press release dated September 3, 2025 entitled “Nova Announces Pricing of Upsized Private Offering of $650 Million of 0.00% Convertible Senior Notes due 2030.”

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SIGNATURE

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: September 3, 2025
	NOVA LTD.
	By:	/s/ Guy Kizner
	Name:	Guy Kizner
	Title:	Chief Financial Officer

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FAQ

What did Nova Ltd. (NVMI) announce in this Form 6-K?

Nova Ltd. announced the pricing of a private offering of $650 million principal amount of 0.00% convertible senior notes due 2030 to qualified institutional buyers.

How large is Nova Ltd.’s new convertible senior notes offering?

The offering consists of $650 million principal amount of 0.00% convertible senior notes due 2030 in a private transaction.

What are the key terms disclosed for Nova Ltd.’s notes?

The notes are described as convertible senior notes with a 0.00% stated interest rate and a maturity in 2030.

Who can purchase Nova Ltd.’s new convertible senior notes?

The notes are being sold in a private offering to qualified institutional buyers, rather than in a public offering.

Where can investors find more details on Nova Ltd.’s $650 million notes?

More details are provided in the press release titled “Nova Announces Pricing of Upsized Private Offering of $650 Million of 0.00% Convertible Senior Notes due 2030,” attached as Exhibit 99.1.

When did Nova Ltd. issue the press release about the notes offering?

The press release about the pricing of the $650 million 0.00% convertible senior notes due 2030 is dated September 3, 2025.