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 2026
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 2026 Financial Results”.
The GAAP financial
statements tables included in the press release attached hereto are hereby incorporated by reference into the Registrant’s registration
statement on Form S-8, filed with the Securities and Exchange Commission on 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 5, 2026
| |
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
E-mail
- msegal@ms-ir.com
Nova
Reports Record Third Quarter 2026 Financial Results
REHOVOT,
Israel - November 5, 2026 - Nova (Nasdaq: NVMI) today announced financial results for the third quarter, the three-month period ended
September 30, 2026.
Third
Quarter 2026 Highlights:
| |
• |
Record quarterly revenue of $287.8 million, 13% increase QoQ, and up
28% YoY. |
| |
• |
Record GAAP net income of $90.0 million, or $2.64 per diluted share,
20% increase QoQ, and up 39% YoY. |
| |
• |
Record non-GAAP net income of $98.4 million, or $2.86 per diluted share,
14% increase QoQ, and up 32% YoY. |
| |
• |
Record revenue from Advanced Packaging solutions, driven by capacity
expansions in HBM and advanced logic |
| |
• |
Record revenue from memory devices, driven by demand for dimensional
and materials metrology solutions |
GAAP
Results (K)
| |
Q3
2026 |
Q2
2026 |
Q3
2025 |
| Revenues |
$287,841 |
$254,958 |
$224,608 |
| Net Income |
$89,960 |
$75,010 |
$61,421 |
| Earnings per Diluted
Share |
$2.64 |
$2.20 |
$1.90 |
Non-GAAP
Results (K)
| |
Q3
2026 |
Q2
2026 |
Q3
2025 |
| Net Income |
$98,405 |
$86,459 |
$69,991 |
| Earnings per Diluted
Share |
$2.86 |
$2.51 |
$2.16 |
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
delivered an exceptional third quarter, achieving record revenue and profitability while broadening our position across the semiconductor
industry's most important growth areas,” said Gaby Waisman, President and CEO. “Record revenue in memory and advanced packaging,
together with strong demand from logic customers, reflects both the strength of the current investment cycle and the growing adoption
of Nova's solutions in critical applications. Supported by enhanced visibility into customer investment plans, we remain confident in
our ability to capture opportunities created by the industry's most advanced technology transitions.”
2026
Fourth Quarter Financial Outlook
Management
provided an outlook for the fourth quarter, the period ending December 31, 2026. Based on current estimates, management expects:
| • | $305
million to $315 million in revenue |
| • | $2.78
to $2.93 in diluted GAAP EPS |
| • | $3.03
to $3.18 in diluted non-GAAP EPS |
2026
Third Quarter Results
Total
revenues for the third quarter of 2026 were $287.8 million, an increase of 13% compared with the second quarter of 2026 and an increase
of 28% compared with the third quarter of 2025.
Gross
margin in the third quarter of 2026 was 57.7%, compared with 56.5% in the second quarter of 2026 and 56.7% in the third quarter of 2025.
Operating
expenses in the third quarter of 2026 were $73.3 million, compared with $68.0 million in the second quarter of 2026 and $63.6 million
in the third quarter of 2025.
On
a GAAP basis, the Company reported net income of $90.0 million, or $2.64 per diluted share, in the third quarter of 2026. This is compared
with net income of $75.0 million, or $2.20 per diluted share, in the second quarter of 2026, and $61.4 million, or $1.90 per diluted
share, in the third quarter of 2025.
On
a non-GAAP basis, the Company reported net income of $98.4 million, or $2.86 per diluted share, in the third quarter of 2026. This is
compared with net income of $86.5 million, or $2.51 per diluted share, in the second quarter of 2026, and $70.0 million, or $2.16 per
diluted share, in the third quarter of 2025.
Conference
Call Information
Nova
will host a conference call today, November 5, 2026, at 8:30 a.m. Eastern Time, to discuss the Company’s third quarter of 2026
financial results and outlook. To attend the conference call, please dial one of the following teleconference 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
Dial-in Number: +972 3-374-1008
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 5, 2026, at 11:30 a.m. Eastern Time until November 12, 2026. To access
the replay, please dial one of the following numbers:
Replay
Dial-in U.S. TOLL-FREE: 1-855-669-9658
Replay
Dial-in INTERNATIONAL: 1-412-317-0088
Replay
Pin Number: 4753512
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 debt issuance costs, discrete tax reserve release, net 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:
risks related to information technology security threats, sophisticated computer crime, and data privacy; 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 and taxation; 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; risks related
to the use of artificial intelligence technologies; challenges related to implementing our new ERP system; 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 Israel’s conflicts with certain parties in the region; risks related to our convertible senior
notes and capped call transactions; currency fluctuations and quarterly fluctuations in our operating results; and risks related to additional
costs and expenses if there is a change in our status as a foreign private issuer. 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, 2025, filed with the Securities
and Exchange Commission on February 17, 2026. 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, | |
| ASSETS | |
2026 | | |
2025 | |
| Current assets | |
| | | |
| | |
| Cash
and cash equivalents | |
| 188,156 | | |
| 214,462 | |
| Short-term
interest-bearing bank deposits | |
| 395,865 | | |
| 512,250 | |
| Marketable
securities | |
| 493,297 | | |
| 321,798 | |
| Trade
accounts receivable, net | |
| 197,938 | | |
| 151,929 | |
| Inventories | |
| 200,731 | | |
| 183,671 | |
| Other
current assets | |
| 41,724 | | |
| 26,692 | |
| Total
current assets | |
| 1,517,711 | | |
| 1,410,802 | |
| Non-current assets | |
| | | |
| | |
| Marketable
securities | |
| 711,846 | | |
| 584,731 | |
| Interest-bearing
bank deposits and restricted deposits | |
| 11,448 | | |
| 12,508 | |
| Deferred tax assets | |
| 36,347 | | |
| 38,819 | |
| Operating lease right-of-use
assets | |
| 55,366 | | |
| 57,731 | |
| Property plant and equipment,
net | |
| 98,909 | | |
| 102,625 | |
| Intangible assets, net | |
| 37,546 | | |
| 45,819 | |
| Goodwill | |
| 88,425 | | |
| 90,807 | |
| Other
long-term assets | |
| 18,529 | | |
| 16,704 | |
| Total
non-current assets | |
| 1,058,416 | | |
| 949,744 | |
| Total
assets | |
| 2,576,127 | | |
| 2,360,546 | |
| LIABILITIES
AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Trade
accounts payable | |
| 78,208 | | |
| 46,982 | |
| Deferred revenues | |
| 64,949 | | |
| 67,163 | |
| Operating lease current liabilities | |
| 9,992 | | |
| 8,204 | |
| Other
current liabilities | |
| 91,110 | | |
| 102,186 | |
| Total
current liabilities | |
| 244,259 | | |
| 224,535 | |
| Non-current liabilities | |
| | | |
| | |
| Convertible senior notes,
net | |
| 734,559 | | |
| 731,680 | |
| Operating lease long-term
liabilities | |
| 57,448 | | |
| 59,271 | |
| Long-term deferred tax liability | |
| 7,625 | | |
| 10,221 | |
| Other
long-term liabilities | |
| 20,565 | | |
| 16,591 | |
| Total
non-current liabilities | |
| 820,197 | | |
| 817,763 | |
| Shareholders'
equity | |
| 1,511,671 | | |
| 1,318,248 | |
| Total
liabilities and shareholders' equity | |
| 2,576,127 | | |
| 2,360,546 | |
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, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues: | |
| | |
| | |
| | |
| |
| Products | |
| 231,861 | | |
| 178,873 | | |
| 619,596 | | |
| 530,644 | |
| Services | |
| 55,980 | | |
| 45,735 | | |
| 158,511 | | |
| 127,309 | |
| Total revenues | |
| 287,841 | | |
| 224,608 | | |
| 778,107 | | |
| 657,953 | |
| Total cost of revenues | |
| 121,720 | | |
| 97,190 | | |
| 332,137 | | |
| 280,986 | |
| Gross profit | |
| 166,121 | | |
| 127,418 | | |
| 445,970 | | |
| 376,967 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development,
net | |
| 42,165 | | |
| 36,740 | | |
| 118,505 | | |
| 105,420 | |
| Sales and marketing | |
| 23,666 | | |
| 20,243 | | |
| 65,263 | | |
| 59,892 | |
| General
and administrative | |
| 7,457 | | |
| 6,575 | | |
| 22,348 | | |
| 18,920 | |
| Total operating expenses | |
| 73,288 | | |
| 63,558 | | |
| 206,116 | | |
| 184,232 | |
| Operating income | |
| 92,833 | | |
| 63,860 | | |
| 239,854 | | |
| 192,735 | |
| Financing
income, net | |
| 16,757 | | |
| 9,540 | | |
| 42,725 | | |
| 37,654 | |
| Income before taxes on income | |
| 109,590 | | |
| 73,400 | | |
| 282,579 | | |
| 230,389 | |
| Income
tax expenses | |
| 19,630 | | |
| 11,979 | | |
| 48,350 | | |
| 35,854 | |
| Net
income for the period | |
| 89,960 | | |
| 61,421 | | |
| 234,229 | | |
| 194,535 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 2.83 | | |
| 2.05 | | |
| 7.36 | | |
| 6.57 | |
| Diluted | |
| 2.64 | | |
| 1.90 | | |
| 6.87 | | |
| 6.10 | |
| | |
| | | |
| | | |
| | | |
| | |
Shares used in calculation
of earnings per share (in thousands): | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 31,821 | | |
| 29,936 | | |
| 31,807 | | |
| 29,602 | |
| Diluted | |
| 34,426 | | |
| 32,470 | | |
| 34,442 | | |
| 32,028 | |
NOVA
LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S.
dollars in thousands) - (Unaudited)
| | |
Three
months ended September 30, | | |
Nine
months ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Cash
flows from operating activities: | |
| | | |
| | | |
| | | |
| | |
| Net
income | |
| 89,960 | | |
| 61,421 | | |
| 234,229 | | |
| 194,535 | |
| Adjustments to reconcile net income to net
cash provided by operating activities: | |
| | | |
| | | |
| | | |
| | |
| Depreciation
of property and equipment | |
| 3,735 | | |
| 3,374 | | |
| 10,919 | | |
| 9,702 | |
| Amortization
of intangible assets | |
| 2,274 | | |
| 2,309 | | |
| 6,888 | | |
| 6,353 | |
| Amortization
of premium and accretion of discount on marketable securities, net | |
| (1,413 | ) | |
| (1,305 | ) | |
| (4,080 | ) | |
| (4,193 | ) |
| Amortization
of debt issuance costs | |
| 971 | | |
| 448 | | |
| 2,879 | | |
| 1,016 | |
| Share-based
compensation | |
| 7,079 | | |
| 6,681 | | |
| 21,148 | | |
| 19,314 | |
| Net
effect of exchange rate fluctuation | |
| (335 | ) | |
| (2,329 | ) | |
| (1,087 | ) | |
| (17,385 | ) |
| Changes
in assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
| Trade
accounts receivable, net | |
| 12,138 | | |
| (6,498 | ) | |
| (47,235 | ) | |
| (18 | ) |
| Inventories | |
| (16,080 | ) | |
| (2,699 | ) | |
| (19,153 | ) | |
| (18,093 | ) |
| Other
current and long-term assets | |
| (2,804 | ) | |
| (8,603 | ) | |
| (17,588 | ) | |
| (14,533 | ) |
| Deferred
tax, net | |
| (259 | ) | |
| (3,483 | ) | |
| 695 | | |
| (9,627 | ) |
| Operating
lease right-of-use assets | |
| 1,338 | | |
| 4,122 | | |
| 2,347 | | |
| 2,241 | |
| Trade
accounts payable | |
| 11,593 | | |
| (2,882 | ) | |
| 30,949 | | |
| (4,599 | ) |
| Deferred
revenues | |
| 18,355 | | |
| 8,018 | | |
| (5,129 | ) | |
| (4,413 | ) |
| Operating
lease liabilities | |
| (2,468 | ) | |
| (3,208 | ) | |
| (17 | ) | |
| 1,160 | |
| Other
current and long-term liabilities | |
| 13,963 | | |
| 15,844 | | |
| 3,003 | | |
| 23,605 | |
| Accrued
severance pay, net | |
| 35 | | |
| 65 | | |
| 309 | | |
| 420 | |
| Net
cash provided by operating activities | |
| 138,082 | | |
| 71,275 | | |
| 219,077 | | |
| 185,485 | |
| 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 | |
| 1,270 | | |
| 29,057 | | |
| 117,498 | | |
| 28,928 | |
| Investment in marketable securities | |
| (172,319 | ) | |
| (509,522 | ) | |
| (666,902 | ) | |
| (666,321 | ) |
| Proceeds from maturity of marketable securities | |
| 140,224 | | |
| 92,032 | | |
| 354,840 | | |
| 222,192 | |
| Proceeds from sales of marketable securities | |
| 494 | | |
| 494 | | |
| 494 | | |
| 494 | |
| Purchase of property and
equipment | |
| (6,353 | ) | |
| (4,333 | ) | |
| (12,896 | ) | |
| (15,928 | ) |
| Net
cash provided by (used in) investing activities | |
| (36,684 | ) | |
| (392,272 | ) | |
| (206,966 | ) | |
| (486,990 | ) |
| 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 | |
| (38,461 | ) | |
| - | | |
| (38,461 | ) | |
| (20,002 | ) |
| Net
cash used in financing activities | |
| (38,461 | ) | |
| 680,436 | | |
| (38,461 | ) | |
| 660,434 | |
| Effect
of exchange rate fluctuations on cash and cash equivalents | |
| 373 | | |
| 1,631 | | |
| (274 | ) | |
| 5,243 | |
| Changes in cash and cash
equivalents and restricted cash | |
| 63,310 | | |
| 361,070 | | |
| (26,624 | ) | |
| 364,172 | |
| Cash
and cash equivalents and restricted cash -beginning of period | |
| 124,846 | | |
| 160,881 | | |
| 214,780 | | |
| 157,779 | |
| Cash
and cash equivalents and restricted cash - end of period | |
| 188,156 | | |
| 521,951 | | |
| 188,156 | | |
| 521,951 | |
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, 2026 | | |
June
30, 2026 | | |
September
30, 2025 | |
| GAAP gross profit | |
| 166,121 | | |
| 144,161 | | |
| 127,418 | |
| Stock-based compensation* | |
| 1,997 | | |
| 1,923 | | |
| 1,901 | |
| Amortization of acquired
intangible assets | |
| 2,081 | | |
| 2,105 | | |
| 2,113 | |
| Non-GAAP gross profit | |
| 170,199 | | |
| 148,189 | | |
| 131,432 | |
| GAAP gross margin as a
percentage of revenues | |
| 58 | % | |
| 57 | % | |
| 57 | % |
| Non-GAAP gross margin as
a percentage of revenues | |
| 59 | % | |
| 58 | % | |
| 59 | % |
| | |
| | | |
| | | |
| | |
| GAAP operating income | |
| 92,833 | | |
| 76,185 | | |
| 63,860 | |
| Stock-based compensation* | |
| 7,079 | | |
| 6,764 | | |
| 6,681 | |
| Amortization
of acquired intangible assets | |
| 2,274 | | |
| 2,299 | | |
| 2,309 | |
| Non-GAAP operating income | |
| 102,186 | | |
| 85,248 | | |
| 72,850 | |
| GAAP operating margin as
a percentage of revenues | |
| 32 | % | |
| 30 | % | |
| 28 | % |
| Non-GAAP operating margin
as a percentage of revenues | |
| 36 | % | |
| 33 | % | |
| 32 | % |
| | |
| | | |
| | | |
| | |
| GAAP net income | |
| 89,960 | | |
| 75,010 | | |
| 61,421 | |
| Stock-based compensation* | |
| 7,079 | | |
| 6,764 | | |
| 6,681 | |
| Amortization of acquired intangible assets | |
| 2,274 | | |
| 2,299 | | |
| 2,309 | |
| Amortization of debt
issuance costs | |
| 971 | | |
| 958 | | |
| 448 | |
| Revaluation of operating
lease and intercompany loans | |
| (453 | ) | |
| 3,398 | | |
| 762 | |
| Tax
effect of non-GAAP adjustments | |
| (1,426 | ) | |
| (1,970 | ) | |
| (1,630 | ) |
| Non-GAAP net income | |
| 98,405 | | |
| 86,459 | | |
| 69,991 | |
| | |
| | | |
| | | |
| | |
| GAAP basic earnings
per share | |
| 2.83 | | |
| 2.36 | | |
| 2.05 | |
| Non-GAAP basic earnings
per share | |
| 3.09 | | |
| 2.72 | | |
| 2.34 | |
| | |
| | | |
| | | |
| | |
| GAAP diluted earnings
per share | |
| 2.64 | | |
| 2.20 | | |
| 1.90 | |
| Non-GAAP diluted
earnings per share | |
| 2.86 | | |
| 2.51 | | |
| 2.16 | |
| | |
| | | |
| | | |
| | |
Shares used for calculation of earnings per
share (in thousands): | |
| | | |
| | | |
| | |
| Basic | |
| 31,821 | | |
| 31,800 | | |
| 29,936 | |
| Diluted | |
| 34,426 | | |
| 34,450 | | |
| 32,470 | |
*
Stock-based compensation for the three months ended September 30, 2026, included in - Cost of revenues – 1,997; Research and development,
net – 3,026; Sales and marketing - 1,430; General and administrative - 626.
NOVA
LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF FOURTH QUARTER 2026
GAAP TO NON-GAAP GUIDANCE
(U.S.
dollars) (Unaudited)
| | |
Low | | |
High | |
| Estimated GAAP net income per diluted
share | |
| 2.78 | | |
| 2.93 | |
| Estimated non-GAAP items: | |
| | | |
| | |
| Stock-based compensation | |
| 0.23 | | |
| 0.23 | |
| Amortization of acquired
intangible assets | |
| 0.07 | | |
| 0.07 | |
| Tax
effect of non-GAAP adjustments | |
| (0.05 | ) | |
| (0.05 | ) |
| Estimated non-GAAP
net income per diluted share | |
| 3.03 | | |
| 3.18 | |