Camtek Ltd. Closes $425M Convertible Notes Offering

TL;DR

Camtek just closed a massive $425M convertible note offering, due 2030.

AI Summary

On September 16, 2025, Camtek Ltd. closed a private offering of $425,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2030. This offering was made to qualified institutional buyers under Rule 144A of the Securities Act.

Why It Matters

This significant debt issuance could provide Camtek with capital for expansion or strategic initiatives, potentially impacting its future growth and market position.

Risk Assessment

Risk Level: medium — Convertible notes introduce leverage and potential dilution if converted, while the 0.00% interest rate implies a significant conversion premium or other investor incentives.

Key Numbers

• $425.0B — Convertible Senior Notes (Amount raised in the private offering)
• 0.00% — Interest Rate (Coupon rate on the notes, indicating a focus on conversion rather than yield)
• 2030 — Maturity Year (When the notes are due)

Key Players & Entities

• Camtek Ltd. (company) — Issuer of the convertible notes
• $425,000,000 (dollar_amount) — Aggregate principal amount of convertible senior notes
• 0.00% (dollar_amount) — Interest rate on the convertible senior notes
• 2030 (date) — Maturity year of the convertible senior notes
• September 16, 2025 (date) — Closing date of the offering
• Rule 144A (legal_document) — Regulation under which the private offering was conducted

FAQ

Key Financial Figures

• $425,000,000 — ed its previously announced offering of $425,000,000 aggregate principal amount of 0.00% Con
• $75,000,000 — ed (the " Securities Act "), including $75,000,000 of Additional Notes (as defined below)
• $500,000,000 — n a total aggregate principal amount of $500,000,000. PURCHASE AGREEMENT On September 11,
• $1,000 — er share (the " ordinary shares "), per $1,000 principal amount of the Notes (equivale
• $109.34 — to a conversion price of approximately $109.34 per ordinary share). The conversion rat
• $486.5 m — he sale of the Notes were approximately $486.5 million, after deducting the Initial Purc
• $267.0 million — Company. The Company used approximately $267.0 million of the net proceeds to repurchase appro
• $167.1 million — et proceeds to repurchase approximately $167.1 million aggregate principal amount of the Exist

Filing Documents

• zk2533786.htm (6-K) — 21KB
• exhibit_4-1.htm (EX-4.1) — 709KB
• image4.jpg (GRAPHIC) — 11KB
• image00006.jpg (GRAPHIC) — 3KB
• image00007.jpg (GRAPHIC) — 3KB
• image00008.jpg (GRAPHIC) — 3KB
• image00009.jpg (GRAPHIC) — 3KB
• image00010.jpg (GRAPHIC) — 4KB
• 0001178913-25-003347.txt ( ) — 771KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the Month of September 2025 CAMTEK LTD (Translation of Registrant's Name into English) Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Haemek 23150 ISRAEL (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F EXPLANATORY NOTE On September 16, 2025, Camtek Ltd (Nasdaq: CAMT; TASE: CAMT) (the " Company ") closed its previously announced offering of $425,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the " Securities Act "), including $75,000,000 of Additional Notes (as defined below) pursuant to the Initial Purchasers' (as defined below) exercise in full of their option to purchase Additional Notes, resulting in a total aggregate principal amount of $500,000,000. PURCHASE AGREEMENT On September 11, 2025, the Company entered into a purchase agreement (the " Purchase Agreement ") with the representatives of the initial purchasers named therein (collectively, the " Initial Purchasers "), pursuant to which the Company agreed to sell $425,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2030 (the " Initial Convertible Notes ") in a private placement pursuant to Rule 144A under the Securities Act. The Company also agreed to grant a 13-day option to the Initial Purchasers to purchase all or part of an additional $75,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2030 (the " Additional Notes "), which has been exercised in full. The Initial Convertible Notes, together with the Additional Notes, are referred to herein as the " Notes ." The Purchase Agreement includes customary representations, warranties and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities and contribute to payments which the Initial Purchasers may be required to make in respect of any such liabilities. INDENTURE The sale of the Notes closed on September 16, 2025. The Notes were issued pursuant to an indenture, dated September 16, 2025 (the " Indenture "), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are convertible based upon an initial conversion rate of 9.1455 of the Company's ordinary shares, nominal (par) value of NIS 0.01 per share (the " ordinary shares "), per $1,000 principal amount of the Notes (equivalent to a conversion price of approximately $109.34 per ordinary share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), or following the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or redemption, as the case may be. The Notes will mature on September 15, 2030, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding June 15, 2030, a holder may convert its Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company's ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the " measurement period ") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day; (3) if the Company calls the Notes for redemption in certain circumstances, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after June 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert its Notes at any time, regardless of the fore

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