Nova reports record 2025 revenue and profit

Nova Ltd. reported strong fourth-quarter and record full-year 2025 results.

Rhea-AI Filing Summary

Nova Ltd. reported strong fourth-quarter and record full-year 2025 results. Q4 2025 revenue was $222.6 million, up 14% from Q4 2024 and down 1% sequentially, with GAAP diluted EPS of $1.94 versus $1.58 a year earlier.

For full-year 2025, revenue reached $880.6 million, up 31% from $672.4 million in 2024. GAAP net income rose to $259.2 million, with diluted EPS of $7.96 compared with $5.75 in 2024. Non-GAAP diluted EPS increased to $8.62 from $6.69, reflecting higher profitability.

Gross margin was 57.4% in 2025, similar to 57.6% in 2024, while non-GAAP operating margin held at 33%. Management described 2025 as an exceptional year and expects Q1 2026 GAAP diluted EPS of $1.90–$2.02 and non-GAAP diluted EPS of $2.13–$2.25.

Positive

• Record 2025 growth and profitability: Revenue rose 31% year over year to $880.6 million, while GAAP diluted EPS increased to $7.96 from $5.75, and non-GAAP diluted EPS advanced to $8.62 from $6.69, highlighting strong earnings expansion.

Negative

• None.

Insights

Semiconductor earnings analyst

Nova delivered record 2025 results with 31% revenue growth and higher EPS.

Nova Ltd. showed robust expansion in 2025, with revenue rising from $672.4M to $880.6M and GAAP net income increasing to $259.2M. GAAP diluted EPS moved from $5.75 to $7.96, while non-GAAP diluted EPS climbed to $8.62, indicating broad-based earnings strength.

Profitability remained solid: 2025 gross margin was 57.4%, close to 2024, and non-GAAP operating margin stayed at 33%. Q4 2025 revenue grew 14% year over year, and Q4 GAAP diluted EPS reached $1.94, up from $1.58 in Q4 2024, showing healthy exit momentum despite a 1% sequential revenue dip.

Management called 2025 an exceptional year and cited an “upward investment cycle” as it guides Q1 2026 GAAP diluted EPS to $1.90–$2.02 and non-GAAP diluted EPS to $2.13–$2.25. Future filings may clarify how demand across advanced and mature nodes supports these profitability levels.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Nova Ltd. (NVMI) perform in Q4 2025?

Nova’s Q4 2025 revenue was $222.6 million, up 14% from Q4 2024 and down 1% from Q3 2025. GAAP diluted EPS reached $1.94, compared with $1.58 a year earlier, reflecting stronger quarterly profitability despite slightly lower sequential revenue.

What were Nova Ltd. (NVMI) full-year 2025 revenues and earnings?

In 2025, Nova generated $880.6 million in revenue, up from $672.4 million in 2024. GAAP net income was $259.2 million, with diluted EPS of $7.96 versus $5.75 in 2024, indicating substantial year-over-year improvement in both sales and profitability.

How did Nova Ltd.’s margins trend during 2025?

Nova’s 2025 GAAP gross margin was 57.4%, close to 57.6% in 2024, showing stable product economics. Non-GAAP operating margin was 33% in both 2025 and 2024, indicating the company maintained strong operating efficiency while significantly growing revenue over the year.

What guidance did Nova Ltd. (NVMI) give for Q1 2026 earnings?

For Q1 2026, Nova expects GAAP diluted EPS of $1.90–$2.02. On a non-GAAP basis, projected diluted EPS is $2.13–$2.25. The guidance incorporates adjustments for stock-based compensation, acquired intangible amortization, debt issuance costs, and related tax effects.

How do Nova Ltd.’s GAAP and non-GAAP 2025 results compare?

In 2025, GAAP net income was $259.2 million with diluted EPS of $7.96, while non-GAAP net income was $282.6 million and diluted EPS was $8.62. Non-GAAP figures exclude items such as stock-based compensation, acquisition-related impacts, and certain tax adjustments.

What did Nova Ltd.’s management say about 2025 performance and outlook?

Management described 2025 as an exceptional year, citing record revenue and profitability. They highlighted broad-based momentum, an expanding metrology portfolio, and multiple strategic qualifications, and stated Nova is well positioned to capitalize on an “upward investment cycle” as it enters 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 07:30 AM Learn about SEC filing dates

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 February 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 Fourth Quarter and Record Full Year 2025 Results”.

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: February 12, 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

Tel: +917-607-8654

E-mail - msegal@ms-ir.com

Nova Reports Fourth Quarter and Record Full Year 2025 Results

REHOVOT, Israel - February 12, 2026 - Nova (Nasdaq: NVMI) today announced financial results for the fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Highlights:

• Quarterly revenue of $222.6 million, a 14% increase YoY.

• GAAP net income of $64.7 million, or $1.94 per diluted share, a 23% increase YoY.

• Non-GAAP net income of $72.2 million, or $2.14 per diluted share, a 10% increase YoY.

• Nova Integrated Metrology portfolio selected by a global leading logic customer to support CMP applications across Gate‑All‑Around (GAA) processes

Full Year 2025 Highlights:

• Record annual revenue of $880.6 million up 31% YoY

• Record GAAP net income of $259.2 million, or $7.96 per diluted share up 38% YoY

• Record Non-GAAP net income of $282.6 million, or $8.62 per diluted share up 29% YoY

• Record sales of Optical, Materials and Chemical Metrology portfolio driven by demand for unique solutions for critical applications and market share gains

• Record Sales for Gate-All-Around, DRAM and Advanced Packaging processes, driven by demand for AI

GAAP Results (K)

	Q4 2025	Q3 2025	Q4 2024	FY 2025	FY 2024
Revenues	$222,624	$224,608	$194,766	$880,577	$672,396
Net Income	$64,888	$61,421	$50,481	$259,223	$183,762
Earnings per Diluted Share	$1.94	$1.90	$1.58	$7.96	$5.75

Non-GAAP Results (K)

	Q4 2025	Q3 2025	Q4 2024	FY 2025	FY 2024
Net Income	$72,239	$69,991	$62,302	$282,588	$214,926
Earnings per Diluted Share	$2.14	$2.16	$1.94	$8.62	$6.69

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

"2025 was an exceptional year for Nova, as we delivered record revenue and profitability while supporting our customers' manufacturing challenges across advanced and mature nodes." said Gaby Waisman, President and CEO. "Our broad-based momentum, expanding metrology portfolio, and multiple strategic qualifications of Nova's advanced metrology solutions, underscore the strength of our strategy and technology. As we enter 2026, we believe Nova is well positioned to capitalize on the upward investment cycle."

2026 First Quarter Financial Outlook

Management provided an outlook for the first quarter, the period ending March 31, 2026. Based on current estimates, management expects:

• $222 million to $232 million in revenue

• $1.90 to $2.02 in diluted GAAP EPS

• $2.13 to $2.25 in diluted non-GAAP EPS

2025 Fourth Quarter Results

Total revenues for the fourth quarter of 2025 were $222.6 million, a decrease of 1% compared with the third quarter of 2025 and an increase of 14% compared with the fourth quarter of 2024.

Gross margin in the fourth quarter of 2025 was 57.6%, compared with 56.7%, in the third quarter of 2025 and 56.4% in the fourth quarter of 2024.

Operating expenses in the fourth quarter of 2025 were $67.5 million, compared with $63.6 million in the third quarter of 2025 and $54.5 million in the fourth quarter of 2024.

On a GAAP basis, the Company reported net income of $64.7 million, or $1.94 per diluted share, in the fourth quarter of 2025. This is compared with net income of $61.4 million, or $1.90 per diluted share, in the third quarter of 2025, and $50.5 million, or 1.58 per diluted share, in the fourth quarter of 2024.

On a non-GAAP basis, the Company reported net income of $ 72.2 million, or $2.14 per diluted share, in the fourth quarter of 2025. This is compared with net income of $ 70.0 million, or $2.16 per diluted share, in the third quarter of 2025, and $62.3 million, or $1.94 per diluted share, in the fourth quarter of 2024.

2025 Full Year Results

Total revenues for 2025 were $880.6 million, an increase of 31% compared to total revenues of $672.4 million for 2024.

Gross margin in 2025 was 57.4%, compared with 57.6% in 2024.

Operating expenses in 2025 were $251.7 million, compared with operating expenses of $199.5 million in 2024.

On a GAAP basis, the Company reported net income of $259.2 million, or $7.96 per diluted share, in 2025. This is compared with a net income of $183.7 million, or $5.75 per diluted share, in 2024.

On a non-GAAP basis, the Company reported net income of $282.6 million, or $8.62 per diluted share, in 2025. This is compared with net income of $214.9 million, or $6.69 per diluted share, in 2024.

Conference Call Information

Nova will host a conference call today, February 12, 2026, at 8:30 a.m. Eastern Time, to discuss the Company's fourth quarter and full year 2025 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 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 February 12, 2026, at 11:30 a.m. Eastern Time until August 15, 2026, 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: 1-855-669-9658
Replay Dial-in INTERNATIONAL: 1-412-317-0088
Replay Pin Number: 7285579
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:  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 December 31,
		2025				2024
ASSETS
Current assets
Cash and cash equivalents			214,462				157,779
Short-term interest-bearing bank deposits			512,250				211,877
Marketable securities			321,798				216,910
Trade accounts receivable, net			151,929				139,318
Inventories			183,671				156,599
Other current assets			26,692				19,466
Total current assets			1,410,802				901,949
Non-current assets
Marketable securities			584,731				225,818
Interest-bearing bank deposits and restricted deposits			12,508				7,847
Deferred tax assets			38,819				31,639
Operating lease right-of-use assets			57,731				51,193
Property plant and equipment, net			102,625				81,746
Intangible assets, net			45,819				31,458
Goodwill			90,807				48,317
Other long-term assets			16,704				10,455
Total non-current assets			949,744				488,473
Total assets			2,360,546				1,390,422
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Convertible senior notes, net			-				180,564
Trade accounts payable			46,982				59,578
Deferred revenues			67,163				72,886
Operating lease current liabilities			8,204				7,169
Other current liabilities			102,186				68,033
Total current liabilities			224,535				388,230
Non-current liabilities
Convertible senior notes, net			731,680				-
Operating lease long-term liabilities			59,271				48,363
Long-term deferred tax liability			10,221				8,495
Other long-term liabilities			16,591				17,539
Total non-current liabilities			817,763				74,397
Shareholders' equity			1,318,248				927,795
Total liabilities and shareholders' equity			2,360,546				1,390,422

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

		Three months ended December 31,								Year ended December 31,
		2025				2024				2025				2024
Revenues:
Products			174,954				158,546				705,598				538,350
Services			47,670				36,220				174,979				134,046
Total revenues			222,624				194,766				880,577				672,396
Total cost of revenues			94,391				84,835				375,377				285,310
Gross profit			128,233				109,931				505,200				387,086
Operating expenses:
Research and development, net			37,972				30,909				143,392				110,257
Sales and marketing			22,316				15,980				82,208				65,090
General and administrative			7,212				7,571				26,132				24,199
Total operating expenses			67,500				54,460				251,732				199,546
Operating income			60,733				55,471				253,468				187,540
Financing income, net			12,164				3,756				49,818				28,747
Income before taxes on income			72,897				59,227				303,286				216,287
Income tax expenses			8,209				8,746				44,063				32,525
Net income for the period			64,688				50,481				259,223				183,762
Earnings per share:
Basic			2.09				1.72				8.61				6.31
Diluted			1.94				1.58				7.96				5.75
Shares used in calculation of earnings per share  (in thousands):
Basic			31,025				29,304				30,108				29,113
Diluted			33,830				32,062				32,800				32,138

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

		Three months ended December 31,								Year ended December 31,
		2025				2024				2025				2024
Cash flows from operating activities:
Net income			64,688				50,481				259,223				183,762
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment			3,767				3,029				13,469				11,736
Amortization of intangible assets			2,544				1,267				8,897				5,643
Amortization of premium and accretion of discount on marketable securities, net			(1,550	)			(1,820	)			(5,743	)			(7,178	)
Amortization of debt issuance costs			980				310				1,996				1,280
Share-based compensation			6,977				6,349				26,291				25,209
Net effect of exchange rate fluctuation			(1,262	)			4,109				(18,647	)			3,025
Changes in assets and liabilities:
Trade accounts receivable, net			(7,004	)			(26,196	)			(7,022	)			(29,051	)
Inventories			(911	)			876				(19,004	)			(23,897	)
Other current and long-term assets			(2,924	)			(4,097	)			(17,457	)			(9,671	)
Deferred tax, net			(4,160	)			(4,849	)			(13,787	)			(9,722	)
Operating lease right-of-use assets			1,419				559				3,660				3,668
Trade accounts payable			(4,189	)			6,309				(8,788	)			17,506
Deferred revenues			(3,481	)			19,494				(7,894	)			34,553
Operating lease liabilities			585				97				1,745				(3,938	)
Other current and long-term liabilities			4,608				12,686				28,213				32,299
Accrued severance pay, net			41				(82	)			461				42
Net cash provided by operating activities			60,128				68,522				245,613				235,266
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			(332,602	)			(4,339	)			(303,674	)			(93,595	)
Investment in marketable securities			(88,512	)			(60,175	)			(754,833	)			(271,987	)
Proceeds from maturity of marketable securities			82,704				57,421				305,390				246,397
Proceed from sales of marketable securities			-				-				-				-
Purchase of property and equipment			(11,770	)			(8,121	)			(27,698	)			(17,215	)
Net cash used in investing activities			(350,180	)			(15,214	)			(837,170	)			(136,400	)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes			-				-				750,000				-
Issuance costs of convertible senior notes			(1,813	)			-				(19,551	)			-
Purchase of capped calls			-				-				(51,826	)			-
Issuance costs of capped calls			(1,407	)			-				(1,407	)			-
Purchases of treasury shares			(15,001	)			(30,000	)			(35,003	)			(30,000	)
Conversion of convertible senior notes			(7	)			(18,506	)			(7	)			(18,506	)
Proceeds from exercise of options			-				90				-				160
Net cash provided by financing activities			(18,228	)			(48,416	)			642,206				(48,346	)
Effect of exchange rate fluctuations on cash and cash equivalents			1,109				(1,076	)			6,352				(315	)
Changes in cash and cash equivalents and restricted cash			(307,171	)			3,816				57,001				50,205
Cash and cash equivalents and restricted cash - beginning of period			521,951				153,963				157,779				107,574
Cash and cash equivalents and restricted cash - end of period			214,780				157,779				214,780				157,779

NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

		Three months ended
		December 31, 2025				September 30, 2025				December 31, 2024
GAAP gross profit			128,233				127,418				109,931
Stock-based compensation*			1,990				1,901				1,805
Amortization of acquired intangible assets			2,342				2,113				1,182
Non-GAAP gross profit			132,565				131,432				112,918
GAAP gross margin as a percentage of revenues			58	%			57	%			56	%
Non-GAAP gross margin as a percentage of revenues			60	%			59	%			58	%
GAAP operating income			60,733				63,860				55,471
Stock-based compensation*			6,977				6,681				6,349
Acquisition related expenses			-				-				917
Amortization of acquired intangible assets			2,544				2,309				1,267
Discrete tax reserve release, net			203				-				-
Non-GAAP operating income			70,457				72,850				64,004
GAAP operating margin as a percentage of revenues			27	%			28	%			28	%
Non-GAAP operating margin as a percentage of revenues			32	%			32	%			33	%
GAAP net income			64,688				61,421				50,481
Stock-based compensation*			6,977				6,681				6,349
Acquisition related expenses			-				-				917
Amortization of acquired intangible assets			2,544				2,309				1,267
Amortization of debt issuance costs			980				448				310
Revaluation of operating lease and intercompany loans			1,642				762				4,706
Discrete tax reserve release, net			(4,229	)			-				-
Tax effect of non-GAAP adjustments			(363	)			(1,630	)			(1,728	)
Non-GAAP net income			72,239				69,991				62,302
GAAP basic earnings per share			2.09				2.05				1.72
Non-GAAP basic earnings per share			2.33				2.34				2.13
GAAP diluted earnings per share			1.94				1.90				1.58
Non-GAAP diluted earnings per share			2.14				2.16				1.94
Shares used for calculation of earnings per share (in thousands):
Basic			31,025				29,936				29,304
Diluted			33,830				32,470				32,062

* Stock-based compensation for the three months ended December 31, 2025 included in - Cost of revenues - 1,990; Research and development, net - 2,851; Sales and marketing - 1,479; General and administrative - 657.

NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

		Year ended December 31,
		2025				2024
GAAP gross profit			505,200				387,086
Stock-based compensation*			7,507				7,013
Amortization of acquired intangible assets			8,164				5,284
Acquisition related inventory step-up			2,258				-
Non-GAAP gross profit			523,129				399,383
GAAP gross margin as a percentage of revenues			57	%			58	%
Non-GAAP gross margin as a percentage of revenues			59	%			59	%
GAAP operating income			253,468				187,540
Stock-based compensation*			26,291				25,209
Acquisition-related inventory step-up			2,258				-
Acquisition related expenses			859				917
Amortization of acquired intangible assets			8,897				5,643
Discrete tax reserve release, net			203				-
Non-GAAP operating income			291,976				219,309
GAAP operating margin as a percentage of revenues			29	%			28	%
Non-GAAP operating margin as a percentage of revenues			33	%			33	%
GAAP net income			259,223				183,762
Stock-based compensation*			26,291				25,209
Acquisition-related inventory step-up			2,258				-
Acquisition related expenses			859				917
Amortization of acquired intangible assets			8,897				5,643
Amortization of debt issuance costs			1,996				1,280
Revaluation of operating lease liabilities			(9,347	)			3,221
Discrete tax reserve release, net			(4,229	)			-
Tax effect of non-GAAP adjustments			(3,360	)			(5,106	)
Non-GAAP net income			282,588				214,926
GAAP basic earnings per share			8.61				6.31
Non-GAAP basic earnings per share			9.39				7.38
GAAP diluted earnings per share			7.96				5.75
Non-GAAP diluted earnings per share			8.62				6.69
Shares used for calculation of earnings per share (in thousands):
Basic			30,108				29,113
Diluted			32,800				32,138

* Stock-based compensation for the year ended December 31, 2025, included in - Cost of revenues – 7,507;

Research and development, net – 11,129; Sales and marketing – 5,280; General and administrative - 2,375.

NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF FIRST QUARTER 2026
GAAP TO NON-GAAP GUIDANCE

(U.S. dollars) (Unaudited)

		Low				High
Estimated GAAP net income per diluted share			1.90				2.02
Estimated non-GAAP items:
Stock-based compensation			0.18				0.18
Amortization of acquired intangible assets			0.06				0.06
Amortization of debt issuance costs			0.03				0.03
Tax effect of non-GAAP adjustments			(0.04	)			(0.04	)
Estimated non-GAAP net income per diluted share			2.13				2.25