Nova Ltd. Closes $750M Convertible Notes Offering

TL;DR

NVMI just raised $750M via 0% convertible notes due 2030. Big debt financing!

AI Summary

On September 5, 2025, Nova Ltd. successfully closed a private offering of $650,000,000 in 0.00% convertible senior notes due 2030. This offering included an additional $100,000,000 of convertible notes, bringing the total to $750,000,000. The notes were sold to qualified institutional buyers under Rule 144A of the Securities Act.

Why It Matters

This significant debt financing provides Nova Ltd. with substantial capital, potentially for expansion or strategic initiatives, while the convertible nature offers flexibility for future equity conversion.

Risk Assessment

Risk Level: medium — Issuing convertible debt can increase financial leverage and dilute existing shareholders if converted.

Key Numbers

• $750.0M — Total Convertible Notes (Aggregate principal amount of 0.00% convertible senior notes due 2030 issued by Nova Ltd.)
• 2030 — Maturity Date (The year the convertible senior notes are due.)

Key Players & Entities

• Nova Ltd. (company) — Issuer of the convertible notes
• 0.00% convertible senior notes due 2030 (dollar_amount) — Type of debt instrument issued
• $650,000,000 (dollar_amount) — Principal amount of the initial offering
• $100,000,000 (dollar_amount) — Principal amount of additional notes
• September 5, 2025 (date) — Closing date of the offering
• Rule 144A (legal_document) — Regulation under which the offering was conducted

FAQ

Key Financial Figures

• $650,000,000 — ed the previously announced offering of $650,000,000 principal amount of 0.00% convertible s
• $100,000,000 — ended (the "Securities Act"), including $100,000,000 of Additional Convertible Notes (as def
• $750,000,000 — esulting in a total principal amount of $750,000,000. PURCHASE AGREEMENT On September 2, 2
• $1,000 — o par value (the "ordinary shares") per $1,000 principal amount of Convertible Notes (
• $320.16 — to a conversion price of approximately $320.16 per ordinary share). The conversion rat
• $729.0 m — he Convertible Notes were approximately $729.0 million, after deducting the Initial Purc
• $51.8 million — Company. The Company used approximately $51.8 million of the net proceeds from the sale of th
• $415.03 — transactions is initially approximately $415.03 per share, which represents a premium o
• $237.16 — ice of the Company's ordinary shares of $237.16 on September 2, 2025, and is subject to

Filing Documents

• zk2533763.htm (6-K) — 27KB
• exhibit_4-1.htm (EX-4.1) — 725KB
• exhibit_10-1.htm (EX-10.1) — 269KB
• i1.jpg (GRAPHIC) — 4KB
• i2.jpg (GRAPHIC) — 4KB
• i3.jpg (GRAPHIC) — 4KB
• i4.jpg (GRAPHIC) — 4KB
• i5.jpg (GRAPHIC) — 3KB
• i6.jpg (GRAPHIC) — 5KB
• image0.jpg (GRAPHIC) — 32KB
• 0001178913-25-003263.txt ( ) — 1101KB

From the Filing

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 5, 2025, Nova Ltd. (NASDAQ:NVMI) (the "Company") closed the previously announced offering of $650,000,000 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 $100,000,000 of Additional Convertible Notes (as defined below) pursuant to the 13-day option of the Initial Purchasers (as defined below), resulting in a total principal amount of $750,000,000. PURCHASE AGREEMENT On September 2, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with the initial purchasers party thereto (collectively the "Initial Purchasers"), pursuant to which the Company agreed to sell $650,000,000 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 $100,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2030 (the "Additional Convertible Notes"), which the Initial Purchasers exercised in full on September 3, 2025. The Initial Convertible Notes, together with the Additional Convertible Notes, are referred to herein as the "Convertible 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 Convertible Notes closed on September 5, 2025. The Convertible Notes were issued pursuant to an indenture, dated September 5, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Convertible Notes will not bear regular interest, and the principal amount of the Notes will not accrete. However, special interest, if any, may accrue on the Notes upon the occurrence of certain events relating to the failure to file certain reports with the U.S. Securities and Exchange Commission or to remove certain restrictive legends from the Notes. The Convertible Notes are convertible based upon an initial conversion rate of 3.1234 of the Company's ordinary shares, no par value (the "ordinary shares") per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $320.16 per ordinary share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for accrued and unpaid special interest (as defined in the Indenture), if any. 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 Convertible 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 Convertible 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 Convertible 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 Convertible Notes for redemption in certain circums

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