Nova Ltd. Proposes $500M Convertible Senior Notes Offering
Ticker: NVMI · Form: 6-K · Filed: Sep 2, 2025 · CIK: 1109345
Sentiment: neutral
Topics: debt-offering, convertible-notes, financing
Related Tickers: NVMI
TL;DR
NVMI launching $500M note offering, could be debt or future dilution.
AI Summary
On September 2, 2025, Nova Ltd. announced a proposed private offering of $500 million in 0.00% convertible senior notes. The company, previously known as Nova Measuring Instruments Ltd., is based in Rehovot, Israel, and trades on NASDAQ under the ticker NVMI.
Why It Matters
This offering could provide Nova Ltd. with significant capital for growth or strategic initiatives, while also potentially diluting existing shareholders if the notes are converted into stock.
Risk Assessment
Risk Level: medium — The offering of convertible senior notes introduces potential future dilution and financial obligations for Nova Ltd.
Key Numbers
- $500 million — Convertible Senior Notes Offering (Proposed principal amount to be raised in a private offering.)
- 0.00% — Interest Rate (The notes will not accrue interest.)
Key Players & Entities
- Nova Ltd. (company) — Registrant and issuer of notes
- NVMI (company) — NASDAQ ticker symbol for Nova Ltd.
- $500 million (dollar_amount) — Principal amount of convertible senior notes to be offered
- 0.00% (dollar_amount) — Interest rate on the convertible senior notes
- September 2, 2025 (date) — Date of the press release announcing the offering
- Nova Measuring Instruments Ltd. (company) — Former name of Nova Ltd.
FAQ
What is the purpose of the proposed $500 million convertible senior notes offering?
The filing states the offering is a proposed offering of $500 million principal amount of 0.00% convertible senior notes in a private offering, but does not specify the exact use of proceeds.
When was the press release announcing the offering issued?
The press release announcing the proposed offering was issued on September 2, 2025.
What is the interest rate on the proposed convertible senior notes?
The proposed convertible senior notes will have an interest rate of 0.00%.
What is Nova Ltd.'s ticker symbol?
Nova Ltd.'s ticker symbol on NASDAQ is NVMI.
What was Nova Ltd.'s former company name?
Nova Ltd.'s former company name was Nova Measuring Instruments Ltd.
Filing Stats: 466 words · 2 min read · ~2 pages · Grade level 9.1 · Accepted 2025-09-02 07:01:44
Key Financial Figures
- $500 million — lease announcing a proposed offering of $500 million principal amount of 0.00% convertible s
- $500 Million — Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2
Filing Documents
- zk2533738.htm (6-K) — 17KB
- exhibit_99-1.htm (EX-99.1) — 19KB
- exhibit_99-2.htm (EX-99.2) — 1234KB
- exhibit_99-3.htm (EX-99.3) — 87KB
- image0.jpg (GRAPHIC) — 23KB
- 0001178913-25-003200.txt ( ) — 7883KB
- nvmi-20250630.xsd (EX-101.SCH) — 78KB
- nvmi-20250630_cal.xml (EX-101.CAL) — 58KB
- nvmi-20250630_def.xml (EX-101.DEF) — 192KB
- nvmi-20250630_lab.xml (EX-101.LAB) — 986KB
- nvmi-20250630_pre.xml (EX-101.PRE) — 316KB
- zk2533738_htm.xml (XML) — 1499KB
From the Filing
NOVA LTD. - 1109345 - 2025 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 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 EXPLANATORY NOTE On September 2, 2025, Nova Ltd. (NASDAQ: NVMI) (the "Company") issued a press release announcing a proposed offering of $500 million principal amount of 0.00% convertible senior notes (the "Offering") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K. The unaudited financial statements of the Company for the six months ended June 30, 2024 and 2025 and as of June 30, 2025 are furnished herewith as Exhibit 99.2 to this Report on Form 6-K. Supplemental disclosure related to the Company's results of operations and liquidity and capital resources for the six months ended June 30, 2025 is attached as Exhibit 99.3 to this Report on Form 6-K. Other than as indicated below, the information in this Form 6-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act. Exhibits 99.2 and 99.3 to this Report on Form 6-K is hereby incorporated by reference into the Company'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). 2 EXHIBIT INDEX The following exhibits are filed as part of this Form 6-K: Exhibit Description 99.1 Press release dated September 2, 2025 entitled "Nova Announces Proposed Private Offering of $500 Million of 0.00% Convertible Senior Notes due 2030." 99.2 Unaudited financial statements for Nova Ltd. for the six months ended June 30, 2024 and 2025 and as of June 30, 2025. 99.3 Supplemental Company Disclosure. 3 SIGNATURE 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, 2025 NOVA LTD. By: /s/ Guy Kizner Name: Guy Kizner Title: Chief Financial Officer 4