[6-K] Nova Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Nova Ltd. filed a Form 6-K reporting a proposed private offering of $500 million of 0.00% Convertible Senior Notes due 2030 and attached related materials. The submission includes a press release titled "Nova Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2030," unaudited financial statements for the six months ended June 30, 2024 and 2025 and as of June 30, 2025, and a supplemental company disclosure. The report is presented by the company’s Chief Financial Officer and identifies that Nova files annual reports on Form 20-F. The filing supplies the offering announcement and interim financials but does not include consolidated audited annual results or detailed terms beyond coupon rate and maturity year.

Positive

• Material capital raising disclosed: Proposed private offering of $500 million of convertible senior notes due 2030.
• Zero cash coupon: Notes are stated as 0.00% coupon, reducing near-term cash interest obligations (as disclosed).
• Supplementary transparency: Filing includes unaudited financial statements for the six months ended June 30, 2024 and 2025 and a supplemental company disclosure.

Negative

• Limited detail provided: The 6-K does not include full offering terms, conversion mechanics, or use of proceeds, restricting assessment.
• No audited annual results included: Submission contains unaudited interim statements but not audited year-end financials within this filing.

Insights

Financial Analyst

TL;DR: Company proposes a material $500M convertible note offering; interim financials provided for investor review.

The proposed private offering of $500 million in 0.00% Convertible Senior Notes due 2030 is a significant financing event disclosed via Form 6-K. The company also furnished unaudited half-year financial statements for June 30, 2024 and 2025 and a supplemental disclosure, which allows investors to assess recent operating performance ahead of definitive offering documentation. The filing confirms Nova files on Form 20-F, but the 6-K does not include audited annual statements or detailed conversion terms in this submission, limiting full assessment of dilution, covenant structure, or specific use of proceeds.

Corporate Finance Specialist

TL;DR: $500M zero-coupon convertible notes due 2030 represent a material capital raise that will alter capital structure once finalized.

The announcement of a $500 million private offering of 0.00% Convertible Senior Notes maturing in 2030 is a material financing disclosure. The absence of additional terms in the 6-K means investors must await offering documents to evaluate pricing, conversion mechanics, and pro forma balance sheet effects. Inclusion of unaudited interim financials and supplemental disclosure is standard to support a private offering, but does not substitute for final offering prospectus details.

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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 2, 2025, Nova Ltd. (NASDAQ: NVMI) (the “Company”) issued a press release announcing a proposed offering of $500 million principal amount of 0.00% convertible senior notes (the “Offering”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.

The unaudited financial statements of the Company for the six months ended June 30, 2024 and 2025 and as of June 30, 2025 are furnished herewith as Exhibit 99.2 to this Report on Form 6-K.

Supplemental disclosure related to the Company’s results of operations and liquidity and capital resources for the six months ended June 30, 2025 is attached as Exhibit 99.3 to this Report on Form 6-K.

Other than as indicated below, the information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Exhibits 99.2 and 99.3 to this Report on Form 6-K is hereby incorporated by reference into the Company’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).

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EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit	Description
99.1	Press release dated September 2, 2025 entitled “Nova Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2030.”
99.2	Unaudited financial statements for Nova Ltd. for the six months ended June 30, 2024 and 2025 and as of June 30, 2025.
99.3	Supplemental Company Disclosure.

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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 2, 2025
	NOVA LTD.
	By:	/s/ Guy Kizner
	Name:	Guy Kizner
	Title:	Chief Financial Officer

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FAQ

What financing did Nova Ltd. (NVMI) announce in the 6-K?

The company disclosed a proposed private offering of $500 million of 0.00% Convertible Senior Notes due 2030 in a press release attached to the Form 6-K.

Does the 6-K include Nova’s financial statements?

Yes. The filing includes unaudited financial statements for the six months ended June 30, 2024 and June 30, 2025 and as of June 30, 2025.

Are the full terms of the convertible notes included in the 6-K?

No. The 6-K discloses the principal amount, coupon (0.00%), and maturity year (2030) but does not include detailed conversion terms or additional offering mechanics.

Which form does Nova file for annual reports?

The filing indicates Nova Ltd. files annual reports under Form 20-F.

Who signed the Form 6-K for Nova Ltd.?

The Form 6-K is presented and signed by Guy Kizner, Chief Financial Officer.