[6-K] NOVA LTD. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Nova Ltd. (NVMI) reported record Q3 2025 results, with revenue of $224.6 million (up 2% sequentially and 25% year over year). GAAP net income was $61.4 million, or $1.90 per diluted share, versus $2.14 in Q2 2025 and $1.60 in Q3 2024. Non-GAAP EPS was $2.16, compared with $2.20 in Q2 2025 and $1.74 a year ago.

Gross margin was 56.7% (57.8% in Q2 2025; 56.6% in Q3 2024). Operating expenses were $63.6 million (Q2: $61.6 million). Management cited strength in memory and advanced logic and said fourth-quarter guidance is on track, expecting 2025 to be a record year.

Balance sheet highlights show total assets of $2.31 billion (from $1.39 billion at year-end 2024). Cash and cash equivalents were $521.6 million as of September 30, 2025. During Q3, the company issued $750.0 million in convertible senior notes, contributing to higher liquidity.

Insights

Semiconductor Equity Analyst

Record revenue with solid EPS; margins eased q/q, liquidity up.

Nova posted Q3 2025 revenue of $224.6M (up 25% year over year), reflecting demand in memory and advanced logic. GAAP diluted EPS was $1.90, while non-GAAP diluted EPS was $2.16. Gross margin landed at 56.7%, down from 57.8% in Q2 2025.

Operating expenses rose to $63.6M, tempering operating leverage versus the prior quarter. The company executed a financing in Q3, issuing $750.0M in convertible senior notes, which helped lift cash and cash equivalents to $521.6M and total assets to $2.31B.

Management indicated fourth-quarter guidance is on track and framed 2025 as a record year, with commentary tied to semiconductor demand and AI. Specific timing and magnitude beyond the disclosed guidance range will be detailed in subsequent materials as provided.

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 - investors@novami.com

Nova website link - https://www.novami.com/

Investor Relations Contact:

Miri Segal MS-IR LLC

Tel: +917-607-8654

E-mail - msegal@ms-ir.com

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

FAQ

How did Nova (NVMI) perform in Q3 2025?

Revenue was $224.6 million (up 25% year over year). GAAP diluted EPS was $1.90; non-GAAP diluted EPS was $2.16.

What were Nova’s Q3 2025 margins and operating expenses?

Gross margin was 56.7%. Operating expenses were $63.6 million.

What guidance or outlook did Nova provide for Q4 2025?

Management said fourth-quarter guidance is on track and expects 2025 to be a record year.

What were Nova’s GAAP vs. non-GAAP earnings in Q3 2025?

GAAP net income was $61.4 million (EPS $1.90); non-GAAP net income was $70.0 million (EPS $2.16).

How did Nova’s balance sheet change by September 30, 2025?

Total assets were $2.31 billion; cash and cash equivalents were $521.6 million.

Did Nova complete any financing in Q3 2025?

Yes. Nova issued $750.0 million in convertible senior notes during the quarter.

Where can I access Nova’s Q3 2025 conference call replay?

A replay is available via dial-in and on the company’s website for 90 days.