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

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 August 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 Second 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: August 7, 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 Second Quarter 2025 Financial Results

REHOVOT, Israel - Aug 7, 2025 - Nova (Nasdaq: NVMI) today announced financial results for the second quarter, the three-month period ended June 30, 2025.

Second Quarter 2025 Highlights:

• Record Quarterly revenue of $220 million, a 40% increase YoY.

• Record GAAP net income of $68.3 million, or $2.14 per diluted share, exceeding the Company guidance, a 52% increase YoY.

• Record non-GAAP net income of $70.4 million, or $2.20 per diluted share, exceeding the Company guidance, a 37% increase YoY.

• Record revenue from Foundry/Logic, driven by demand for unique metrology solutions in advanced nodes.

• Record revenue from chemical metrology sales, driven by HBM demand and expanding adoption of front-end chemical solutions.

GAAP Results (K)

	Q2 2025	Q1 2025	Q2 2024
Revenues	$219,989	$213,356	$156,858
Net Income	$68,291	$64,823	$45,142
Earnings per Diluted Share	$2.14	$2.03	$1.41

Non-GAAP Results (K)

	Q2 2025	Q1 2025	Q2 2024
Net Income	$70,400	$69,958	$51,956
Earnings per Diluted Share	$2.20	$2.18	$1.61

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

“We are proud to report another quarter of record revenue, with top-line performance landing at the high end of our guidance range and earnings results that meaningfully outpaced our profit outlook,” said Gaby Waisman, President and CEO. “Our most advanced tools have achieved an impressive client adoption and endorsement, driving regional and diverse product segment penetration. Powered by this positive customer-led momentum and our advanced portfolio aligned with market demand, we expect Nova to outperform WFE in 2025.”

2025 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2025. Based on current estimates, management expects:

• $215 million to $227 million in revenue

• $1.77 to $1.97 in diluted GAAP EPS

• $2.02 to $2.22 in diluted non-GAAP EPS

2025 Second Quarter Results

Total revenues for the second quarter of 2025 were $220 million, an increase of 3% compared with the first quarter of 2025 and an increase of 40% compared with the second quarter of 2024.

Gross margin in the second quarter of 2025 was 57.8%, compared with 57.3% in the first quarter of 2025 and 59.0% in the second quarter of 2024.

Operating expenses in the second quarter of 2025 were $61.6 million, compared with $59.1 million in the first quarter of 2025 and $46.9 million in the second quarter of 2024.

On a GAAP basis, the Company reported net income of $68.3 million, or $2.14 per diluted share, in the second quarter of 2025. This is compared with net income of $64.8 million, or $2.03 per diluted share, in the first quarter of 2025, and $45.1 million, or $ 1.41 per diluted share, in the second quarter of 2024.

On a non-GAAP basis, the Company reported net income of $70.4 million, or $2.20 per diluted share, in the second quarter of 2025. This is compared with net income of $70.0 million, or $2.18 per diluted share, in the first quarter of 2025, and $52.0 million, or $1.61 per diluted share, in the second quarter of 2024.

Conference Call Information

Nova will host a conference call today, Aug 7, 2025, at 8:30 a.m. Eastern Time, to discuss the Company’s second quarter 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 August 7, 2025, at 11:30 a.m. Eastern Time until August 14, 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: 1180959

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
		June 30,				December 31,
ASSETS		2025				2024
Current assets
Cash and cash equivalents			160,563				157,779
Short-term interest-bearing bank deposits			208,385				211,877
Marketable securities			187,837				216,910
Trade accounts receivable, net			138,407				139,318
Inventories			182,020				156,599
Other current assets			24,145				19,466
Total current assets			901,357				901,949
Non-current assets
Marketable securities			287,525				225,818
Interest-bearing bank deposits and restricted deposits			11,897				7,847
Deferred tax assets			35,357				31,639
Operating lease right-of-use assets			52,440				51,193
Property plant and equipment, net			92,019				81,746
Intangible assets, net			50,411				31,458
Goodwill			90,736				48,317
Other long-term assets			11,884				10,455
Total non-current assets			632,269				488,473
Total assets			1,533,626				1,390,422
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Convertible senior notes, net			149,967				180,564
Trade accounts payable			53,594				59,578
Deferred revenues			64,518				72,886
Operating lease current liabilities			6,972				7,169
Other current liabilities			75,902				68,033
Total current liabilities			350,953				388,230
Non-current liabilities
Operating lease long-term liabilities			52,294				48,363
Long-term deferred tax liability			13,971				8,495
Other long-term liabilities			19,998				17,539
Total non-current liabilities			86,263				74,397
Shareholders' equity			1,096,410				927,795
Total liabilities and shareholders' equity			1,533,626				1,390,422

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 (U.S. dollars in thousands, except per share data) - (Unaudited)

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Revenues:
Products			177,829				124,596				351,771				236,166
Services			42,160				32,262				81,574				62,490
Total revenues			219,989				156,858				433,345				298,656
Total cost of revenues			92,743				64,297				183,796				122,834
Gross profit			127,246				92,561				249,549				175,822
Operating expenses:
Research and development, net			35,446				25,513				68,680				50,265
Sales and marketing			19,861				16,023				39,649				32,516
General and administrative			6,296				5,407				12,345				10,203
Total operating expenses			61,603				46,943				120,674				92,984
Operating income			65,643				45,618				128,875				82,838
Financing income, net			15,177				7,961				28,114				13,961
Income before taxes on income			80,820				53,579				156,989				96,799
Income tax expenses			12,529				8,437				23,875				14,797
Net income for the period			68,291				45,142				133,114				82,002
Earnings per share:
Basic			2.32				1.55				4.54				2.83
Diluted			2.14				1.41				4.17				2.56
Shares used in calculation of earnings per share (in thousands):
Basic			29,422				29,048				29,315				29,018
Diluted			32,053				32,239				32,030				32,221

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands) - (Unaudited)

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Cash flows from operating activities:
Net income			68,291				45,142				133,114				82,002
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment			3,242				2,918				6,328				5,821
Amortization of intangible assets			2,228				1,441				4,044				2,909
Amortization of premium and accretion of discount on marketable securities, net			(1,345	)			(1,777	)			(2,888	)			(3,425	)
Amortization of debt discount and issuance costs			278				322				568				644
Share-based compensation			6,257				6,294				12,633				12,666
Net effect of exchange rate fluctuation			(11,179	)			678				(15,056	)			1,935
Changes in assets and liabilities:
Trade accounts receivable, net			(8,995	)			5,602				6,480				17,004
Inventories			(6,295	)			(8,760	)			(15,394	)			(20,278	)
Other current and long-term assets			7,158				2,915				(5,930	)			(567	)
Deferred tax, net			(3,508	)			(1,583	)			(6,144	)			(2,349	)
Operating lease right-of-use assets			(2,359	)			1,101				(1,881	)			2,145
Trade accounts payable			(1,674	)			1,649				(1,717	)			5,624
Deferred revenues			(4,992	)			7,395				(12,431	)			12,279
Operating lease liabilities			5,230				(1,933	)			4,368				(3,499	)
Other current and long-term liabilities			(7,054	)			(1,038	)			7,761				6,855
Accrued severance pay, net			378				(37	)			355				1
Net cash provided by operating activities			45,661				60,329				114,210				119,767
Cash flows from investment activities:
Acquisition of subsidiary, net of acquired cash			(4,658	)			-				(56,355	)			-
Change in short-term and long-term interest-bearing bank deposits			2,157				(43,757	)			(129	)			(82,016	)
Investment in marketable securities			(74,529	)			(81,393	)			(156,799	)			(146,548	)
Proceeds from maturity of marketable securities			51,092				79,503				130,160				136,752
Purchase of property and equipment			(2,738	)			(2,412	)			(11,595	)			(5,180	)
Net cash used in investing activities			(28,676	)			(48,059	)			(94,718	)			(96,992	)
Cash flows from financing activities:
Purchases of treasury shares			-				-				(20,002	)			-
Net cash provided by financing activities			-				-				(20,002	)			-
Effect of exchange rate fluctuations on cash and cash equivalents and restricted cash			2,841				(23	)			3,612				4
Changes in cash and cash equivalents and restricted cash			19,826				12,247				3,102				22,779
Cash and cash equivalents - beginning of period			141,055				118,106				157,779				107,574
Cash and cash equivalents and restricted cash  - end of period			160,881				130,353				160,881				130,353

NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

		Three months ended
		June 30, 2025				March 31, 2025				June 30, 2024
GAAP gross profit			127,246				122,303				92,561
Stock-based compensation*			1,769				1,847				1,723
Amortization of acquired intangible assets			2,039				1,670				1,356
Acquisition related inventory step-up			910				1,348				-
Non-GAAP gross profit			131,964				127,168				95,640
GAAP gross margin as a percentage of revenues			58	%			57	%			59	%
Non-GAAP gross margin as a percentage of revenues			60	%			60	%			61	%
GAAP operating income			65,643				63,232				45,618
Stock-based compensation*			6,257				6,376				6,294
Acquisition related inventory step-up			910				1,348				-
Acquisition related expenses			-				859				-
Amortization of acquired intangible assets			2,228				1,816				1,441
Non-GAAP operating income			75,038				73,631				53,353
GAAP operating margin as a percentage of revenues			30	%			30	%			29	%
Non-GAAP operating margin as a percentage of revenues			34	%			35	%			34	%
GAAP net income			68,291				64,823				45,142
Stock-based compensation*			6,257				6,376				6,294
Acquisition related inventory step-up			910				1,348				-
Acquisition related expenses			-				859				-
Amortization of acquired intangible assets			2,228				1,816				1,441
Amortization of debt issuance costs			278				290				322
Revaluation of operating lease and intercompany loans			(6,955	)			(4,796	)			(69	)
Tax effect of non-GAAP adjustments			(609	)			(758	)			(1,174	)
Non-GAAP net income			70,400				69,958				51,956
GAAP basic earnings per share			2.32				2.22				1.55
Non-GAAP basic earnings per share			2.39				2.39				1.79
GAAP diluted earnings per share			2.14				2.03				1.41
Non-GAAP diluted earnings per share			2.20				2.18				1.61
Shares used for calculation of earnings per share (in thousands):
Basic			29,422				29,262				29,048
Diluted			32,053				32,062				32,239

* Stock-based compensation for the three months ended June 30, 2025 included in – Cost of revenues - 1,769; Research and development, net – 2,753; Sales and marketing – 1,209; General and administrative – 526.

NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2025
GAAP TO NON-GAAP GUIDANCE

(U.S. dollars) (Unaudited)

		Low				High
Estimated GAAP net income per diluted share			1.77				1.97
Estimated non-GAAP items:
Stock-based compensation			0.20				0.20
Amortization of acquired intangible assets			0.09				0.09
Amortization of issuance costs			0.01				0.01
Tax effect of non-GAAP adjustments			(0.05	)			(0.05	)
Estimated non-GAAP net income per diluted share			2.02				2.22