Nova authorizes $200M share repurchase plan

Rhea-AI Filing Summary

NOVA LTD. (NVMI) announced that its board of directors authorized a new share repurchase program for up to $200 million of its ordinary shares. Any repurchases will be funded with available cash and may be executed via open market purchases, privately negotiated transactions, trading plans or other legally permissible means at prevailing market prices.

The timing, volume and nature of repurchases are at the discretion of the board and will depend on market conditions, applicable laws and other factors. The program will remain in effect until the full authorized amount is repurchased or it is suspended or discontinued.

Positive

• Authorized share repurchase of up to $200 million of ordinary shares, signaling board-approved flexibility to return capital to shareholders using available cash.
• Company highlights strong balance sheet and cash-generation as support for simultaneously funding growth investments, strategic acquisitions and the share repurchase program.

Negative

• None.

Filing Explained

The September 2 6-K reports board authorization for up to $200 million of ordinary-share repurchases, but the “if any” language and absence of transaction details leave the program at the authorization stage: it creates capacity for future cash-funded purchases, not a completed change for existing holders.

Key Figures

Share repurchase authorization: $200 million Form 20-F reference year: Year ended December 31, 2025 Announcement date: September 2, 2026

3 metrics

Share repurchase authorization $200 million Maximum aggregate amount of ordinary shares Nova is authorized to repurchase under the new program

Form 20-F reference year Year ended December 31, 2025 Most recent Annual Report on Form 20-F cited in the risk factor cross-reference

Announcement date September 2, 2026 Date Nova announced the $200 million share repurchase program

Key Terms

share repurchase program, foreign private issuer, trading plans, convertible senior notes, +2 more

6 terms

share repurchase program financial

"authorized a new share repurchase program providing for the repurchase"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

trading plans financial

"transactions pursuant to trading plans or other legally permissible means"

Trading plans are pre-set instructions that tell an investor or company when and how much of a security to buy or sell, using clear triggers like price points, dates, or order sizes. They matter because they turn decisions into a repeatable roadmap that reduces emotional trading, helps manage risk, and — when disclosed by insiders — gives the market a predictable pattern of activity that investors can interpret like a schedule for future trades.

convertible senior notes financial

"risks related to our convertible senior notes and capped call transactions"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call transactions financial

"risks related to our convertible senior notes and capped call transactions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Nova Ltd. (NVMI) announce in this Form 6-K?

Nova announced that its board authorized a new share repurchase program of up to $200 million of its ordinary shares, to be executed at the board’s discretion, subject to market conditions, applicable securities laws and other factors.

How large is Nova Ltd. (NVMI)’s new share repurchase program?

The program authorizes Nova to repurchase up to $200 million of its ordinary shares. The authorization remains effective until the full amount is repurchased or the program is suspended or discontinued by the company.

How will Nova Ltd. (NVMI) fund the $200 million share repurchase program?

Nova states that any share repurchases under the program, if made, will be funded with available cash, reflecting the company’s view of its cash-generation capabilities and financial position.

What methods can Nova Ltd. (NVMI) use to repurchase its shares?

Nova may repurchase shares through open market purchases, privately negotiated transactions, transactions pursuant to trading plans or other legally permissible means, all at prevailing market prices.

Is Nova Ltd. (NVMI) obligated to repurchase the full $200 million of shares?

No. The company states the timing, volume and nature of repurchases are at the board’s discretion and subject to market and legal factors. The program can be commenced, suspended or discontinued at any time without completing the full $200 million.

What does Nova Ltd. (NVMI) say about its capital allocation priorities?

Nova emphasizes that its primary capital allocation priority is investing in its business and pursuing strategic acquisitions to strengthen technology leadership and expand markets. The share repurchase authorization is presented as complementary to this broader strategy.

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

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Available on EDGAR 09/02/2026 - 08:01 AM Accepted by SEC EDGAR 09/02/2026 - 08:01 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 September 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 Announces $200M Share Repurchase Program”.

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: September 2, 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 Announces $200M Share Repurchase Program

Rehovot, Israel, September 2, 2026 - Nova (Nasdaq: NVMI) today announced that its board of directors authorized a new share repurchase program providing for the repurchase of up to $200 million of the Company’s ordinary shares.

Share repurchases, if any, will be funded with available cash. Repurchases of the Company’s ordinary shares will be made through open market purchases, privately negotiated transactions, transactions pursuant to trading plans or other legally permissible means, at prevailing market prices. The timing, volume and nature of share repurchases are subject to market prices and conditions, applicable securities laws and other factors, and are at the discretion of the Company’s board of directors. Share repurchases may be commenced, suspended, or discontinued at any time. The program will remain in effect until the authorized amount has been repurchased or the program is suspended or discontinued by the Company.

“This share repurchase authorization reflects our confidence in Nova’s long-term growth strategy, exceptional cash-generation capabilities, and strong financial position,” said Gaby Waisman, President and Chief Executive Officer of Nova. “Our primary capital allocation priority remains investing in our business and pursuing strategic acquisitions that strengthen our technology leadership, expand our addressable markets, and create long-term shareholder value. Supported by our strong balance sheet, we believe we are well positioned to execute these priorities while maintaining the flexibility to repurchase shares. This authorization complements our broader capital allocation strategy and preserves significant capacity to pursue attractive M&A opportunities as they arise.”

About Nova

Nova is a leading innovator and key provider of material, optical and chemical solutions for advanced metrology and process control in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art, high-performance 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.

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, and statements regarding our share repurchase program, including the amount, timing and execution of any share repurchases and the availability of cash to fund share repurchases. 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.