NOVA LTD. (NVMI) SEC Filings, Aug-Sep 2025

Form 144 notice for Nova Ltd. (NVMI) shows a proposed sale of 6,667 ordinary shares through Oppenheimer & Co. on 09/08/2025 with an aggregate market value of $1,704,751.90. The filing lists total shares outstanding as 29,278,401. The shares to be sold were acquired as restricted stock units (RSUs) on multiple dates: 09/01/2019 (8,500), 10/01/2020 (4,967), 09/01/2021 (5,000), 09/01/2022 (5,000), and 09/01/2023 (3,200). The filer reports "Nothing to Report" for securities sold during the past three months. The notice includes the standard representation that the seller is not aware of any undisclosed material adverse information about the issuer.

Nova Ltd. completed a private offering of 0.00% convertible senior notes due 2030 to qualified institutional buyers, issuing a total principal amount of $750 million, including $100 million from an option exercised by the initial purchasers. The notes pay no regular interest, mature on September 15, 2030, and can be converted at an initial rate of 3.1234 ordinary shares per $1,000 of notes, implying a conversion price of about $320.16 per share, subject to customary adjustments and certain make-whole increases.

Holders may convert earlier only if specific share-price or trading conditions are met, upon certain corporate events, or after Nova calls the notes for redemption, and the company can settle conversions in cash, shares, or a mix. Nova may redeem the notes after September 20, 2028 if its share price trades at least 130% of the conversion price for a defined period, and must offer to repurchase upon a fundamental change.

Net proceeds were about $729.0 million. Nova spent roughly $51.8 million on capped call transactions that reference the shares underlying the notes, with an initial cap price of about $415.03, designed to limit dilution or offset cash paid above principal on conversion. The remaining funds are earmarked for general corporate purposes, including possible acquisitions and product and technology development, with interim investment in high-quality short-term fixed income instruments.

Form 144 notice for NVMI shows a proposed sale of 2,220 ordinary shares through Oppenheimer & Co. Inc., with an aggregate market value of 526,495.20 and an approximate sale date of 09/03/2025 on Nasdaq. The filing identifies the securities were acquired as Restricted Stock Units on 09/01/2021 (7,000), 09/01/2022 (4,875), 09/01/2023 (2,250) and 09/01/2024 (766). Total outstanding shares listed are 29,278,401. The filer certifies they are not aware of any undisclosed material adverse information and no sales in the past three months are reported.

Nova Ltd. reported that it has priced a private offering of $650 million principal amount of 0.00% convertible senior notes due 2030. The notes are being offered in a private transaction to qualified institutional buyers, meaning larger professional investors rather than the general public.

This transaction represents a significant capital raise for the company through convertible senior notes, which carry a zero percent stated interest rate and a maturity in 2030. The details of the offering terms were released in a press release dated September 3, 2025, which is included as an exhibit to this report.

Nova Ltd. filed a Form 6-K reporting a proposed private offering of $500 million of 0.00% Convertible Senior Notes due 2030 and attached related materials. The submission includes a press release titled "Nova Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2030," unaudited financial statements for the six months ended June 30, 2024 and 2025 and as of June 30, 2025, and a supplemental company disclosure. The report is presented by the company’s Chief Financial Officer and identifies that Nova files annual reports on Form 20-F. The filing supplies the offering announcement and interim financials but does not include consolidated audited annual results or detailed terms beyond coupon rate and maturity year.

Nova Ltd. announced the commercial release of the Nova WMC, a next-generation modular optical metrology platform built for advanced 2.5D/3D packaging processes, including hybrid bonding. The system is described as a completely new proprietary platform that supports multiple metrology technologies, a wide range of wafer sizes and framed wafers, and large-area nanometer-fidelity mapping with high throughput and repeatable scanning. The company has already recognized revenue for the first system, reports adoption by a leading memory manufacturer for High Bandwidth Memory, and says it has received additional orders from logic, advanced memory, and power device manufacturers. Nova expects to recognize revenue for multiple systems by the end of 2025. The announcement highlights product versatility addressing warpage, non-symmetric shapes, and differing surface conditions.

Nova Ltd. (Nasdaq: NVMI) announced that senior management will participate in a series of investor conferences in August and September, offering one-on-one meetings and a public fireside chat. The schedule lists virtual and in-person events including Needham (virtual one-on-one on August 20), Jefferies and Evercore ISI meetings in Chicago (August 26 and 27), Benchmark and Citi events in New York (September 3 and a Citi fireside chat on September 4 at 3:30 pm ET), and the Jefferies Israel Tech Trek in Tel Aviv (September 10). A live webcast of the Citi fireside chat will be available on Nova’s investor relations page.

Management availability is highlighted: Guy Kizner, Chief Financial Officer, will attend multiple sessions, and Gaby Waisman, President and CEO, will participate in select events. The release reiterates Nova’s business focus as a provider of material, optical and chemical metrology and process control solutions for semiconductor manufacturing and directs readers to the company website for additional information.