Nova Ltd【NVMI】株式ニュース

Nova Reports Record First Quarter 2026 Financial ResultsMay 14, 2026 7:30 AM
PR Newswire (US) REHOVOT, Israel, May 14, 2026 /PRNewswire/ -- Nova (NASDAQ: NVMI) today announced financial results for the first quarter, the three-month period ended March 31, 2026. First Quarter 2026 Highlights:Record quarterly revenue of $235.3 million, a 6% increase QoQ, exceeding the Company guidance.Record GAAP net income of $69.3 million, or $2.04 per diluted share, a 5% increase QoQ, exceeding the Company guidance.Record non-GAAP net income of $80.3 million, or $2.33 per diluted share, a 9% increase QoQ, exceeding the Company guidance.Record revenues from memory devices, fueled by robust demand for advanced DRAMRecord sales of Nova Metrion platform, driven by increased adoption in memory and logic advanced nodes manufacturing. .Record sales of Nova AncoScene front-end chemical metrology solution, attributable to market share gains and new customer wins.GAAP Results (K)
Q1 2026Q4 2025Q1 2025Revenues$235,308$222,624$213,356Net Income$69,259$64,888$64,823Earnings per Diluted Share$2.04$1.94$2.03Non-GAAP Results (K)
Q1 2026Q4 2025Q1 2025Net Income$80,265$72,239$69,958Earnings per Diluted Share$2.33$2.14$2.18A 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"This was a record quarter for Nova across every dimension," said Gaby Waisman, President and CEO. "We achieved record revenue and profitability, with service revenue and multiple product lines, spanning optical, materials, and chemical metrology, each reaching all-time high. These results reflect the strength of our portfolio and our continued focus on execution. We are solidifying our investments in technology and infrastructure, in anticipation of continued industry growth. With strong customer engagement, we are well positioned to capitalize on the market momentum ahead."2026 Second Quarter Financial OutlookManagement provided an outlook for the second quarter, the period ending June 30, 2026. Based on current estimates, management expects:$245 million to $255 million in revenue$2.10 to $2.24 in diluted GAAP EPS$2.34 to $2.48 in diluted non-GAAP EPS2026 First Quarter ResultsTotal revenues for the first quarter of 2026 were $235.3 million, an increase of 6% compared with the fourth of 2025 and an increase of 10% compared with the first quarter of 2025.Gross margin in the first quarter of 2026 was 57.7%, compared with 57.6%, in the fourth quarter of 2025 and 57.3% in the first quarter of 2025.Operating expenses in the first quarter of 2026 were $64.9 million, compared with $67.5 million in the fourth quarter of 2025 and $59.1 million in the first quarter of 2025.On a GAAP basis, the Company reported net income of $69.3 million, or $2.04 per diluted share, in the first quarter of 2026. This is compared with net income of $64.7 million, or $1.94 per diluted share, in the fourth quarter of 2025, and $64.8 million, or 2.03 per diluted share, in the first quarter of 2025.On a non-GAAP basis, the Company reported net income of $ 80.3 million, or $2.33 per diluted share, in the first quarter of 2026. This is compared with net income of $ 72.2 million, or $2.14 per diluted share, in the fourth quarter of 2025, and $70.0 million, or $2.18 per diluted share, in the first quarter of 2025.Conference Call InformationNova will host a conference call today, May 14, 2026, at 8:30 a.m. Eastern Time, to discuss the Company's first 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 TOLL-FREE Dial-in Number: 1-809-213-284
INTERNATIONAL Dial-in Number: 1-412-317-0519At:
8:30 a.m. Eastern Time
5:30 a.m. Pacific Time
3:30 p.m. Israel TimeThe 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 May 14, 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: 1-877-344-7529
Replay Dial-in INTERNATIONAL: 1-412-317-0088
Replay Pin Number: 1869305A replay will also be available for 90 days on Nova's website link at https://www.novami.com/investors/events/.About NovaNova 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 MeasuresThis 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 StatementsThis 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
March 31,December 31,ASSETS20262025Current assets

Cash and cash equivalents421,816214,462Short-term interest-bearing bank deposits333,296512,250Marketable securities343,432321,798Trade accounts receivable, net176,917151,929Inventories178,850183,671Other current assets35,60526,692Total current assets1,489,9161,410,802Non-current assets

Marketable securities567,850584,731Interest-bearing bank deposits and restricted deposits11,02012,508Deferred tax assets38,88738,819Operating lease right-of-use assets56,76457,731Property plant and equipment, net101,788102,625Intangible assets, net42,55945,819Goodwill89,28390,807Other long-term assets17,62416,704Total non-current assets925,775949,744Total assets2,415,6912,360,546LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

   Convertible senior notes, net732,630-Trade accounts payable54,10246,982Deferred revenues49,09267,163Operating lease current liabilities9,5088,204Other current liabilities98,529102,186Total current liabilities943,861224,535Non-current liabilities

Convertible senior notes, net-731,680Operating lease long-term liabilities58,03359,271Long-term deferred tax liability9,33010,221Other long-term liabilities16,88116,591Total non-current liabilities84,244817,763Shareholders' equity 1,387,5861,318,248Total liabilities and shareholders' equity 2,415,6912,360,546  NOVA LTD.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. dollars in thousands, except per share data) - (Unaudited)
Three months ended March
31,
20262025Revenues:

Products186,263173,942Services49,04539,414Total revenues235,308213,356Total cost of revenues99,62091,053Gross profit 135,688122,303Operating expenses:

Research and development, net 37,08333,234Sales and marketing20,26419,788General and administrative7,5056,049Total operating expenses64,85259,071Operating income70,83663,232Financing income, net13,04812,937Income before taxes on income83,88476,169Income tax expenses 14,62511,346Net income for the period69,25964,823

Earnings per share:

Basic2.182.22Diluted2.042.03

Shares used in calculation of earnings per share
(in thousands):

Basic31,79029,262Diluted34,43932,062  NOVA LTD.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(U.S. dollars in thousands) - (Unaudited)
Three months ended December
31,
20262025 Cash flows from operating activities:

Net income69,25964,823Adjustments to reconcile net income to net cash provided by operating activities:

     Depreciation of property and equipment3,4963,086     Amortization of intangible assets2,3151,816     Amortization of premium and accretion of discount on marketable securities, net(1,257)(1,543)     Amortization of debt issuance costs950290     Share-based compensation7,3056,376     Net effect of exchange rate fluctuation55(3,877)Changes in assets and liabilities:

     Trade accounts receivable, net(25,613)15,475     Inventories4,086(9,099)     Other current and long-term assets (9,493)(13,088)     Deferred tax, net(621)(2,636)     Operating lease right-of-use assets956478     Trade accounts payable 7,308(43)     Deferred revenues (19,673)(7,439)     Operating lease liabilities77(862)     Other current and long-term liabilities91814,815     Accrued severance pay, net9(23)Net cash provided by operating activities40,07768,549 Cash flows from investment activities:

Acquisition of subsidiary, net of acquired cash-(51,697)Change in short-term and long-term interest-bearing bank deposits180,215(2,286)Investment in marketable securities(130,323)(82,270)Proceeds from maturity of marketable securities121,88179,068Purchase of property and equipment(4,049)(8,857)Net cash provided by (used in) investing activities167,724(66,042)Cash flows from financing activities:

Purchases of treasury shares -(20,002)Net cash used in financing activities-(20,002)Effect of exchange rate fluctuations on cash and cash equivalents(765)771Changes in cash and cash equivalents and restricted cash207,036(16,724)Cash and cash equivalents and restricted cash -beginning of period214,780157,779Cash and cash equivalents - end of period421,816141,055  NOVA LTD.RECONCILIATION OF GAAP TO NON-GAAP RESULTS(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)
Three months ended
March 31,
2026December 31,
2025March 31,
2025GAAP gross profit135,688128,233122,303Stock-based compensation*2,0721,9901,847Amortization of acquired intangible assets2,1192,3421,670     Acquisition related inventory step-up--1,348Non-GAAP gross profit139,879132,565127,168GAAP gross margin as a percentage of revenues58 %58 %57 %Non-GAAP gross margin as a percentage of revenues59 %60 %60 %

GAAP operating income70,83660,73363,232Stock-based compensation*7,3056,9776,376Acquisition related inventory step-up--1,348Acquisition related expenses--859Amortization of acquired intangible assets2,3152,5441,816Discrete tax reserve release, net-203-Non-GAAP operating income80,45670,45773,631GAAP operating margin as a percentage of revenues30 %27 %30 %Non-GAAP operating margin as a percentage of revenues34 %32 %35 %

GAAP net income69,25964,68864,823Stock-based compensation*7,3056,9776,376Acquisition related inventory step-up--1,348Acquisition related expenses--859Amortization of acquired intangible assets2,3152,5441,816Amortization of debt issuance costs950980290Revaluation of operating lease and intercompany loans2,5401,642(4,796)Discrete tax reserve release, net-(4,229)-Tax effect of non-GAAP adjustments(2,104)(363)(758)Non-GAAP net income80,26572,23969,958

GAAP basic earnings per share 2.182.092.22Non-GAAP basic earnings per share2.522.332.39

GAAP diluted earnings per share 2.041.942.03Non-GAAP diluted earnings per share2.332.142.18

Shares used for calculation of earnings per share
(in thousands):

Basic31,79031,02529,262Diluted34,43933,83032,062* Stock-based compensation for the three months ended March 31, 2026, included in - Cost of revenues - 2,072;
Research and development, net - 3,033; Sales and marketing - 1,551; General and administrative - 649.  NOVA LTD.SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2026
GAAP TO NON-GAAP GUIDANCE(U.S. dollars) (Unaudited)
LowHighEstimated GAAP net income per diluted share2.102.24Estimated non-GAAP items:

Stock-based compensation0.200.20Amortization of acquired intangible assets 0.060.06Amortization of debt issuance costs0.030.03Tax effect of non-GAAP adjustments(0.05)(0.05)Estimated non-GAAP net income per diluted share2.342.48 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.comLogo: https://mma.prnewswire.com/media/1446151/Nova_Logo.jpg View original content:https://www.prnewswire.com/news-releases/nova-reports-record-first-quarter-2026-financial-results-302772245.htmlSOURCE Nova Original: Nova Reports Record First Quarter 2026 Financial Results

Nova Reports Fourth Quarter and Record Full Year 2025 ResultsFebruary 12, 2026 7:30 AM
PR Newswire (US)

REHOVOT, Israel, Feb. 12, 2026 /PRNewswire/ -- 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) processesFull Year 2025 Highlights:Record annual revenue of $880.6 million up 31% YoYRecord GAAP net income of $259.2 million, or $7.96 per diluted share up 38% YoYRecord Non-GAAP net income of $282.6 million, or $8.62 per diluted share up 29% YoYRecord sales of Optical, Materials and Chemical Metrology portfolio driven by demand for unique solutions for critical applications and market share gainsRecord Sales for Gate-All-Around, DRAM and Advanced Packaging processes, driven by demand for AI GAAP Results (K)
Q4 2025Q3 2025Q4 2024FY 2025FY 2024Revenues$222,624$224,608$194,766$880,577$672,396Net Income$64,888$61,421$50,481$259,223$183,762Earnings per Diluted Share$1.94$1.90$1.58$7.96$5.75 Non-GAAP Results (K)
Q4 2025Q3 2025Q4 2024FY 2025FY 2024Net Income$72,239$69,991$62,302$282,588$214,926Earnings per Diluted Share$2.14$2.16$1.94$8.62$6.69A 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 OutlookManagement 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 EPS2025 Fourth Quarter ResultsTotal 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 ResultsTotal 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 InformationNova 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: 1-412-317-0519At:
8:30 a.m. Eastern Time
5:30 a.m. Pacific TimeThe 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 NovaNova 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 MeasuresThis 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 StatementsThis 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,ASSETS2025
2024Current assets

Cash and cash equivalents214,462
157,779Short-term interest-bearing bank deposits512,250
211,877Marketable securities321,798
216,910Trade accounts receivable, net151,929
139,318Inventories183,671
156,599Other current assets26,692
19,466Total current assets1,410,802
901,949Non-current assets

Marketable securities584,731
225,818Interest-bearing bank deposits and restricted deposits12,508
7,847Deferred tax assets38,819
31,639Operating lease right-of-use assets57,731
51,193Property plant and equipment, net102,625
81,746Intangible assets, net45,819
31,458Goodwill90,807
48,317Other long-term assets16,704
10,455Total non-current assets949,744
488,473Total assets2,360,546
1,390,422LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

   Convertible senior notes, net-
180,564Trade accounts payable46,982
59,578Deferred revenues67,163
72,886Operating lease current liabilities8,204
7,169Other current liabilities102,186
68,033Total current liabilities224,535
388,230Non-current liabilities

Convertible senior notes, net731,680
-Operating lease long-term liabilities59,271
48,363Long-term deferred tax liability10,221
8,495Other long-term liabilities16,591
17,539Total non-current liabilities817,763
74,397Shareholders' equity 1,318,248
927,795Total 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
2024Revenues:

Products174,954
158,546
705,598
538,350Services47,670
36,220
174,979
134,046Total revenues222,624
194,766
880,577
672,396Total cost of revenues94,391
84,835
375,377
285,310Gross profit 128,233
109,931
505,200
387,086Operating expenses:

Research and development, net 37,972
30,909
143,392
110,257Sales and marketing22,316
15,980
82,208
65,090General and administrative7,212
7,571
26,132
24,199Total operating expenses67,500
54,460
251,732
199,546Operating income60,733
55,471
253,468
187,540Financing income, net12,164
3,756
49,818
28,747Income before taxes on income72,897
59,227
303,286
216,287Income tax expenses 8,209
8,746
44,063
32,525Net income for the period64,688
50,481
259,223
183,762

Earnings per share:

Basic2.09
1.72
8.61
6.31Diluted1.94
1.58
7.96
5.75

Shares used in calculation of earnings per share
(in thousands):

Basic31,025
29,304
30,108
29,113Diluted33,830
32,062
32,800
32,138  NOVA LTDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(U.S. dollars in thousands) - (Unaudited)

Three months endedDecember 31,
Year endedDecember 31,
2025
2024
2025
2024 Cash flows from operating activities:

Net income64,688
50,481
259,223
183,762Adjustments to reconcile net income to net cash provided by operating activities:

      Depreciation of property and equipment3,767
3,029
13,469
11,736      Amortization of intangible assets2,544
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 costs980
310
1,996
1,280      Share-based compensation6,977
6,349
26,291
25,209      Net effect of exchange rate fluctuation(1,262)
4,109
(18,647)
3,025Changes 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 assets1,419
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 liabilities585
97
1,745
(3,938)      Other current and long-term liabilities4,608
12,686
28,213
32,299      Accrued severance pay, net41
(82)
461
42Net cash provided by operating activities60,128
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 securities82,704
57,421
305,390
246,397Proceed 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
-
160Net cash provided by financing activities(18,228)
(48,416)
642,206
(48,346)Effect of exchange rate fluctuations on cash and cash equivalents1,109
(1,076)
6,352
(315)Changes in cash and cash equivalents and restricted cash(307,171)
3,816
57,001
50,205Cash and cash equivalents and restricted cash - beginning of period521,951
153,963
157,779
107,574Cash and cash equivalents and restricted cash - end of period214,780
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, 2024GAAP gross profit128,233
127,418
109,931Stock-based compensation*1,990
1,901
1,805Amortization of acquired intangible assets2,342
2,113
1,182Non-GAAP gross profit132,565
131,432
112,918GAAP gross margin as a percentage of revenues58 %
57 %
56 %Non-GAAP gross margin as a percentage of revenues60 %
59 %
58 %

GAAP operating income60,733
63,860
55,471Stock-based compensation*6,977
6,681
6,349Acquisition related expenses-
-
917Amortization of acquired intangible assets2,544
2,309
1,267Discrete tax reserve release, net203
-
-Non-GAAP operating income70,457
72,850
64,004GAAP operating margin as a percentage of revenues27 %
28 %
28 %Non-GAAP operating margin as a percentage of revenues32 %
32 %
33 %

GAAP net income64,688
61,421
50,481Stock-based compensation*6,977
6,681
6,349Acquisition related expenses-
-
917Amortization of acquired intangible assets2,544
2,309
1,267Amortization of debt issuance costs980
448
310Revaluation of operating lease and intercompany loans1,642
762
4,706Discrete tax reserve release, net(4,229)
-
-Tax effect of non-GAAP adjustments(363)
(1,630)
(1,728)Non-GAAP net income72,239
69,991
62,302

GAAP basic earnings per share 2.09
2.05
1.72Non-GAAP basic earnings per share2.33
2.34
2.13

GAAP diluted earnings per share 1.94
1.90
1.58Non-GAAP diluted earnings per share2.14
2.16
1.94

Shares used for calculation of earnings per share
(in thousands):

Basic31,025
29,936
29,304Diluted33,830
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
2024GAAP gross profit505,200
387,086Stock-based compensation*7,507
7,013Amortization of acquired intangible assets8,164
5,284Acquisition related inventory step-up2,258
-Non-GAAP gross profit523,129
399,383GAAP gross margin as a percentage of revenues57 %
58 %Non-GAAP gross margin as a percentage of revenues59 %
59 %

GAAP operating income253,468
187,540Stock-based compensation*26,291
25,209Acquisition-related inventory step-up2,258
-Acquisition related expenses859
917Amortization of acquired intangible assets8,897
5,643Discrete tax reserve release, net203
-Non-GAAP operating income291,976
219,309GAAP operating margin as a percentage of revenues29 %
28 %Non-GAAP operating margin as a percentage of revenues33 %
33 %

GAAP net income259,223
183,762Stock-based compensation*26,291
25,209Acquisition-related inventory step-up2,258
-Acquisition related expenses859
917Amortization of acquired intangible assets8,897
5,643Amortization of debt issuance costs1,996
1,280Revaluation of operating lease liabilities (9,347)
3,221Discrete tax reserve release, net(4,229)
-Tax effect of non-GAAP adjustments(3,360)
(5,106)Non-GAAP net income282,588
214,926

GAAP basic earnings per share 8.61
6.31Non-GAAP basic earnings per share9.39
7.38

GAAP diluted earnings per share 7.96
5.75Non-GAAP diluted earnings per share8.62
6.69

Shares used for calculation of earnings per share
(in thousands):

Basic30,108
29,113Diluted32,800
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
HighEstimated GAAP net income per diluted share1.90
2.02Estimated non-GAAP items:

Stock-based compensation0.18
0.18Amortization of acquired intangible assets 0.06
0.06Amortization of debt issuance costs0.03
0.03Tax effect of non-GAAP adjustments(0.04)
(0.04)Estimated non-GAAP net income per diluted share2.13
2.25 Company Contact:
Guy Kizner
Chief Financial Officer
Tel: +972-73-229-5760
E-mail: investors@novami.com
Nova website link: https://www.novami.comInvestor Relations Contact:
Miri Segal MS-IR LLC
Tel: +917-607-8654
E-mail: msegal@ms-ir.comLogo - https://mma.prnewswire.com/media/1446151/Nova_Logo.jpg

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Original: Nova Reports Fourth Quarter and Record Full Year 2025 Results