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