6-K

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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 2026

  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 ☐

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Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Reports Record Second Quarter 2026 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 August 25, 2017 (File No. 333-220158).

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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 6, 2026

	NOVA LTD.<br><br> (Registrant)<br><br> <br><br> By: /s/ Guy Kizner<br><br> ——————————————<br><br> Guy Kizner<br><br> <br>Chief Financial Officer

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Company Contact:

Guy Kizner, Chief Financial Officer

Tel: +972-73-229-5760

E-mail - [email protected]

Nova website link - https://www.novami.com/

Investor Relations Contact:

Miri Segal MS-IR LLC

E-mail - [email protected]

Nova Reports Record Second Quarter 2026 Financial Results

REHOVOT, Israel - August 06, 2026 - Nova (Nasdaq: NVMI) today announced financial results for the second quarter, the three-month period ended June 30, 2026.

Second Quarter 2026 Highlights:

	•	Record quarterly revenue of $255.0 million, 8% increase QoQ, and up 16% YoY.
	•	Record GAAP net income of $75.0 million, or $2.20 per diluted share, 8% increase QoQ, and up 3% YoY.
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	•	Record non-GAAP net income of $86.5 million, or $2.51 per diluted share, 8% increase QoQ, and up 14% YoY.
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	•	Record revenue from Advanced logic devices, driven by transition to Gate-All-Around and demand for advanced nodes
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	•	Record revenue of Advanced Packaging solutions, driven by capacity increases across logic and memory manufacturing
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GAAP Results (K)

	Q2 2026	Q1 2026	Q2 2025
Revenues	$254,958	$235,308	$219,989
Net Income	$75,010	$69,259	$68,291
Earnings per Diluted Share	$2.20	$2.04	$2.14

Non-GAAP Results (K)

	Q2 2026	Q1 2026	Q2 2025
Net Income	$86,459	$80,265	$70,400
Earnings per Diluted Share	$2.51	$2.33	$2.20

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.

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Management Comments

“This quarter marks a significant milestone for Nova, surpassing $250 million in quarterly revenue and $2.50 in quarterly non-GAAP EPS, reflecting the run-rate envisioned in our long-term strategic plan,” said Gaby Waisman, President and CEO. “We delivered record sales across several of our product lines, including our front-end chemical metrology solution and our Sentronics dimensional metrology solutions for advanced packaging. These results were supported by broad-based customer demand, continued market share gains, and deeper customer engagement across leading-edge device segments. As a result, we enter the coming quarters with increased visibility, a robust opportunity pipeline, and confidence in our ability to deliver another year of profitable growth”.

2026 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2026. Based on current estimates, management expects:

	•	$277 million to $287 million in revenue
	•	$2.46 to $2.61 in diluted GAAP EPS
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	•	$2.70 to $2.85 in diluted non-GAAP EPS
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2026 Second Quarter Results

Total revenues for the second quarter of 2026 were $255.0 million, an increase of 8% compared with the first quarter of 2026 and an increase of 16% compared with the second quarter of 2025.

Gross margin in the second quarter of 2026 was 56.5%, compared with 57.7%, in the first quarter of 2026 and 57.8% in the second quarter of 2025.

Operating expenses in the second quarter of 2026 were $68.0 million, compared with $64.9 million in the first quarter of 2026 and $61.6 million in the second quarter of 2025.

On a GAAP basis, the Company reported net income of $75.0 million, or $2.20 per diluted share, in the second quarter of 2026. This is compared with net income of $69.3 million, or $2.04 per diluted share, in the first quarter of 2026, and $68.3 million, or 2.14 per diluted share, in the second quarter of 2025.

On a non-GAAP basis, the Company reported net income of $86.5 million, or $2.51 per diluted share, in the second quarter of 2026. This is compared with net income of $ 80.3 million, or $2.33 per diluted share, in the first quarter of 2026, and $70.4 million, or $2.20 per diluted share, in the second quarter of 2025.

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Conference Call Information

Nova will host a conference call today, August 06, 2026, at 8:30 a.m. Eastern Time, to discuss the Company’s second 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: 1-412-317-0519

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 6, 2026, at 11:30 a.m. Eastern Time until August 13, 2026. 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: 2662167

A replay will also be available for 90 days on Nova's website link at https://www.novami.com/investors/events/.

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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 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 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: 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)

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NOVA LTD.

    CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands) - (Unaudited)

	As of
	June 30,		December 31,
	2026		2025
ASSETS
Current assets
Cash and cash equivalents		124,846		214,462
Short-term interest-bearing bank deposits		397,082		512,250
Marketable securities		499,071		321,798
Trade accounts receivable, net		210,279		151,929
Inventories		185,273		183,671
Other current assets		36,309		26,692
Total current assets		1,452,860		1,410,802
Non-current assets
Marketable securities		685,471		584,731
Interest-bearing bank deposits and restricted deposits		11,747		12,508
Deferred tax assets		36,775		38,819
Operating lease right-of-use assets		56,706		57,731
Property plant and equipment, net		98,753		102,625
Intangible assets, net		39,974		45,819
Goodwill		88,743		90,807
Other long-term assets		18,350		16,704
Total non-current assets		1,036,519		949,744
Total assets		2,489,379		2,360,546
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Convertible senior notes, net		733,588		-
Trade accounts payable		66,782		46,982
Deferred revenues		45,945		67,163
Operating lease current liabilities		10,067		8,204
Other current liabilities		80,183		102,186
Total current liabilities		936,565		224,535
Non-current liabilities
Convertible senior notes, net		-		731,680
Operating lease long-term liabilities		59,843		59,271
Long-term deferred tax liability		8,678		10,221
Other long-term liabilities		19,074		16,591
Total non-current liabilities		87,595		817,763
Shareholders' equity		1,465,219		1,318,248
Total liabilities and shareholders' equity		2,489,379		2,360,546

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NOVA LTD.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data) - (Unaudited)

	Three months ended<br><br> <br>June 30,				Six months ended<br><br> June 30,
	2026		2025		2026		2025
Revenues:
Products		201,472		177,829		387,735		351,771
Services		53,486		42,160		102,531		81,574
Total revenues		254,958		219,989		490,266		433,345
Total cost of revenues		110,797		92,743		210,417		183,796
Gross profit		144,161		127,246		279,849		249,549
Operating expenses:
Research and development, net		39,257		35,446		76,340		68,680
Sales and marketing		21,333		19,861		41,597		39,649
General and administrative		7,386		6,296		14,891		12,345
Total operating expenses		67,976		61,603		132,828		120,674
Operating income		76,185		65,643		147,021		128,875
Financing income, net		12,920		15,177		25,968		28,114
Income before taxes on income		89,105		80,820		172,989		156,989
Income tax expenses		14,095		12,529		28,720		23,875
Net income for the period		75,010		68,291		144,269		133,114
Earnings per share:
Basic		2.36		2.32		4.54		4.54
Diluted		2.20		2.14		4.24		4.17
Shares used in calculation of earnings per share (in thousands):
Basic		31,800		29,422		31,810		29,315
Diluted		34,450		32,053		34,460		32,030

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NOVA LTD.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands) - (Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
Cash flows from operating activities:
Net income		75,010			68,291			144,269			133,114
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		3,688			3,242			7,184			6,328
Amortization of intangible assets		2,299			2,228			4,614			4,044
Amortization of premium and accretion of discount on marketable securities, net		(1,410	)		(1,345	)		(2,667	)		(2,888	)
Amortization of debt issuance costs		958			278			1,908			568
Share-based compensation		6,764			6,257			14,069			12,633
Net effect of exchange rate fluctuation		(807	)		(11,179	)		(752	)		(15,056	)
Changes in assets and liabilities:
Trade accounts receivable, net		(33,760	)		(8,995	)		(59,373	)		6,480
Inventories		(7,159	)		(6,295	)		(3,073	)		(15,394	)
Other current and long-term assets		(5,291	)		7,158			(14,784	)		(5,930	)
Deferred tax, net		1,575			(3,508	)		954			(6,144	)
Operating lease right-of-use assets		53			(2,359	)		1,009			(1,881	)
Trade accounts payable		12,048			(1,674	)		19,356			(1,717	)
Deferred revenues		(3,811	)		(4,992	)		(23,484	)		(12,431	)
Operating lease liabilities		2,374			5,230			2,451			4,368
Other current and long-term liabilities		(11,878	)		(7,054	)		(10,960	)		7,761
Accrued severance pay, net		265			378			274			355
Net cash provided by operating activities		40,918			45,661			80,995			114,210
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		(63,987	)		2,157			116,228			(129	)
Investment in marketable securities		(364,260	)		(74,529	)		(494,583	)		(156,799	)
Proceeds from maturity of marketable securities		92,735			51,092			214,616			130,160
Purchase of property and equipment		(2,494	)		(2,738	)		(6,543	)		(11,595	)
Net cash provided by (used in) investing activities		(338,006	)		(28,676	)		(170,282	)		(94,718	)
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		118			2,841			(647	)		3,612
Changes in cash and cash equivalents and restricted cash		(296,970	)		19,826			(89,934	)		3,102
Cash and cash equivalents and restricted cash -beginning of period		421,816			141,055			214,780			157,779
Cash and cash equivalents and restricted cash - end of period		124,846			160,881			124,846			160,881

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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,<br><br> 2026			March 31,<br><br> 2026			June 30,<br><br> 2025
GAAP gross profit		144,161			135,688			127,246
Stock-based compensation*		1,923			2,072			1,769
Amortization of acquired intangible assets		2,105			2,119			2,039
Acquisition related inventory step-up		-			-			910
Non-GAAP gross profit		148,189			139,879			131,964
GAAP gross margin as a percentage of revenues		57	%		58	%		58	%
Non-GAAP gross margin as a percentage of revenues		58	%		59	%		60	%
GAAP operating income		76,185			70,836			65,643
Stock-based compensation*		6,764			7,305			6,257
Acquisition related inventory step-up		-			-			910
Amortization of acquired intangible assets		2,299			2,315			2,228
Non-GAAP operating income		85,248			80,456			75,038
GAAP operating margin as a percentage of revenues		30	%		30	%		30	%
Non-GAAP operating margin as a percentage of revenues		33	%		34	%		34	%
GAAP net income		75,010			69,259			68,291
Stock-based compensation*		6,764			7,305			6,257
Acquisition related inventory step-up		-			-			910
Amortization of acquired intangible assets		2,299			2,315			2,228
Amortization of debt issuance costs		958			950			278
Revaluation of operating lease and intercompany loans		3,398			2,540			(6,955	)
Tax effect of non-GAAP adjustments		(1,970	)		(2,104	)		(609	)
Non-GAAP net income		86,459			80,265			70,400
GAAP basic earnings per share		2.36			2.18			2.32
Non-GAAP basic earnings per share		2.72			2.52			2.39
GAAP diluted earnings per share		2.20			2.04			2.14
Non-GAAP diluted earnings per share		2.51			2.33			2.20
Shares used for calculation of earnings per share (in thousands):
Basic		31,800			31,790			29,422
Diluted		34,450			34,439			32,053

* Stock-based compensation for the three months ended June 30, 2026, included in - Cost of revenues – 1,923; Research and development, net – 2,770; Sales and marketing - 1,525; General and administrative - 546.

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NOVA LTD.

    SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2026

    GAAP TO NON-GAAP GUIDANCE

(U.S. dollars) (Unaudited)

	Low			High
Estimated GAAP net income per diluted share		2.46			2.61
Estimated non-GAAP items:
Stock-based compensation		0.19			0.19
Amortization of acquired intangible assets		0.07			0.07
Amortization of debt issuance costs		0.03			0.03
Tax effect of non-GAAP adjustments		(0.05	)		(0.05	)
Estimated non-GAAP net income per diluted share		2.70			2.85

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