Nova Ltd. (NASDAQ: NVMI) (TASE: נובה): Corporate Profile & Financials

Source: Form 20-F For the fiscal year ended December 31, 2025

Quick Facts / Company Snapshot

Company Overview

Nova Ltd. is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing high-performance metrology solutions for effective process control throughout the semiconductor fabrication process. The Company brings pioneering metrology solutions to semiconductor process control by industrializing laboratory and research-grade technologies and developing emerging metrology solutions. Nova’s product portfolio, deployed at the world’s largest integrated-circuit manufacturers, combines high-precision hardware and cutting-edge software, providing customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s capability to deliver innovative optical, X-ray, SIMS, and chemical analysis technology solutions enables customers to improve performance, enhance product yields, and accelerate time to market.

Business Segments

Nova operates as a single operating segment, focusing on advanced process control solutions for semiconductor manufacturing. The Company organizes its offerings into four major metrology categories: Dimensional Integrated Metrology, Dimensional Standalone Metrology, Materials Standalone Metrology, and Chemical Metrology, alongside comprehensive modeling and software suites. Product sales account for approximately 80% of total revenues, while services account for approximately 20%.

History and Evolution

Nova Ltd. was incorporated in May 1993 under the laws of the State of Israel and commenced operations in October 1993 to design, develop, and produce integrated process control systems for use in the manufacture of semiconductors. In April 2000, the Company conducted an initial public offering and listed its shares for trading on the Nasdaq Stock Exchange under the ticker symbol NVMI. In June 2002, the Company listed its shares on the Tel Aviv Stock Exchange. Until 2008, most products were sold to process equipment manufacturers, but the Company subsequently transitioned to a direct sales model with semiconductor manufacturers. In April 2015, Nova acquired ReVera Inc., expanding its portfolio into stand-alone thin-films and composition metrology. On July 25, 2021, the legal name was changed from Nova Measuring Instruments Ltd. to Nova Ltd. In January 2022, Nova acquired ancosys GmbH, expanding its reach into chemical metrology and analysis. In January 2025, Nova acquired Sentronics Metrology GmbH, expanding its optical technology base into wafer metrology tools for backend semiconductor fabrication. On September 5, 2025, the Company closed an offering of $750 million aggregate principal amount of 0% Convertible Senior Notes due 2030.

Products and Services

Nova offers a comprehensive suite of metrology solutions spanning optical, materials, and chemical technologies:

• Dimensional Integrated Metrology: Integrated platforms that enable advanced process control (APC) directly on manufacturing process equipment, targeting advanced logic, memory, and advanced packaging technologies.
• Dimensional Standalone Metrology: Free-standing metrology equipment utilized to characterize critical dimensions such as width, shape, profile, topography, and thin-film thickness, including platforms like Nova Prism, Nova WMC, Nova VeloCD, Nova MMSR, Nova SemDex, and Nova T-series.
• Materials Standalone Metrology: Platforms designed to measure material properties and composition, including Nova VeraFlex (XPS and low-energy XRF), Nova Metrion (inline SIMS for depth profiling), and Nova Elipson (Raman spectroscopy for strain, crystallinity, and phase analysis).
• Chemical Metrology: Automated online analysis and replenishment platforms such as Nova AncoScene, Nova Ancolyzer, and Nova DMR, ensuring high-quality electroplating processes and metal replenishment.
• Modeling and Software: Software suites including Nova MARS (physical and geometrical modeling), Nova FIT (machine learning and modeling), and Nova HPC (computational management layer for centralized fleet management and control).
• Services: Global technical support, extended warranty, time and material requests, and proactive service contracts to maintain and optimize installed system performance.

Brand Portfolio

Nova’s global brand portfolio includes primary product and technology trademarks and proprietary platforms such as Nova i Platform, Nova T-platform, Nova MMSR, Nova VeloCD, Nova Prism, Nova SemDex, Nova WMC, Nova VeraFlex, Nova Metrion, Nova Elipson, Nova Ancolyzer, Nova AncoScene, Nova DMR, Nova MARS, Nova FIT, Nova HPC, and Sentronics.

Geographical Presence

Nova maintains a robust global footprint with operations spanning Asia, Europe, and North America. As of December 31, 2025, the Company employed 1,612 personnel across its global network, with 604 located in Israel and 1,008 located abroad. Major direct fully-owned subsidiaries operate in the United States, Taiwan, South Korea, China, Japan, Singapore, and Germany. Principal manufacturing and R&D facilities are located in Rehovot and Ness Ziona (Israel), Fremont, California (U.S.), Bad Urach (Germany), and Mannheim (Germany).

Board of Directors and Leadership Team

Nova’s leadership team comprises experienced professionals across executive management and governance functions:

• Eitan Oppenhaim: Chairman of the Board of Directors (former President and CEO)
• Gabriel Waisman: President and Chief Executive Officer
• Guy Kizner: Chief Financial Officer
• Dr. Shay Wolfling: Chief Technology Officer
• Adrian S. Wilson: President of US subsidiary & General Manager Material Metrology Division
• Effi Aboody: Corporate VP and General Manager Dimensional Metrology Division
• Dr. Thomas Schütt: General Manager Chemical Metrology Division and Managing Director of Sentronics
• Avi Cohen: Director
• Raanan Cohen: Director
• Zehava Simon: Director
• Sarit Sagiv: Director
• Yaniv Garty: Director
• Rami Hadar: Director

Nova delivers continuous innovation by providing high-performance metrology solutions for effective process control throughout the semiconductor fabrication process.

Nova Ltd. Annual Report

Future Strategy

Nova’s future strategic objectives focus on strengthening its competitive market position through unique innovation and technological leadership to meet future industry challenges. The Company is actively executing its well-defined strategy to reach $1 billion in revenues by

2027. Strategic priorities include expanding total available markets by addressing emerging metrology applications and sector requirements, continuing collaborative research programs with leading semiconductor manufacturers and research institutes, diversifying product offerings through organic research and development and inorganic acquisitions such as Sentronics, building solid global infrastructure and production capacity, and successfully maintaining operational resiliency.

Key Strengths

Nova’s competitive advantages are anchored by several core operational and technological moats:

• Technological Leadership: A comprehensive and diversified portfolio combining optical, X-ray, SIMS, and chemical metrology for dimensional, material, and chemical characterization.
• High-Value Differentiation: Proprietary integration of physical modeling with advanced machine learning and artificial intelligence algorithms (Nova MARS and Nova FIT).
• Strategic Customer Relationships: Deep engagement with top-tier logic, foundry, and memory manufacturers across global semiconductor hubs from early R&D through high-volume manufacturing.
• Proven M&A Integration Track Record: Successful acquisition and integration of specialized entities like ReVera, ancosys, and Sentronics to expand addressable markets.
• Financial Resilience: Strong balance sheet capitalization supported by substantial cash reserves and disciplined operating expenditure management.

Key Challenges and Risks

Nova operates in a highly dynamic and cyclical environment subject to several external and internal risk factors:

• Cyclical Industry Exposure: Demand depends heavily on capital expenditures by semiconductor manufacturers, which are subject to cyclical downturns and fluctuations.
• Geopolitical and Trade Restrictions: Export controls, tariffs, sanctions, and regulatory measures imposed by the U.S. and other jurisdictions can impact sales to specific regions, notably China.
• Intense Competition: Highly competitive landscape featuring established global players and emerging regional competitors requiring constant innovation.
• Operational and Integration Risks: Risks associated with successfully maintaining complex manufacturing facilities, supply chain dependencies, and recent enterprise resource planning (ERP) system implementations.
• Geopolitical Conditions in Israel: Operations located in Israel are exposed to regional security risks, military conflicts, and potential employee reserve duty absences.

Conclusion and Strategic Outlook

Nova Ltd. enters future fiscal periods positioned as a premier innovator in semiconductor process control and metrology. By maintaining a disciplined focus on technological differentiation, expanding its addressable market into advanced packaging and novel materials, and leveraging a robust balance sheet following its recent capital raising and strategic acquisitions, Nova remains well-equipped to support the evolving technical demands of the global semiconductor manufacturing ecosystem and drive long-term shareholder value.

Official Site

Official Corporate Website: https://www.novami.com

Income Statement / Profit and Loss

Balance Sheet

Cash Flow

Subsidiaries & Joint Ventures

• Nova Measuring Instruments, Inc. (Delaware, U.S.)
• Nova Measuring Instruments K.K. (Japan)
• Nova Measuring Instruments Taiwan Ltd. (Taiwan)
• Nova Measuring Instruments Korea Ltd. (Korea)
• Nova Measuring Instruments GmbH (Germany)
• Nova Measuring Instruments (Shanghai) Co., Ltd. (China)
• Nova Measuring Instruments Singapore Pte Ltd (Singapore)
• Sentronics Metrology GmbH (Germany) – Wholly owned subsidiary of Nova Measuring Instruments GmbH.

Other Investments & Holdings

• Capped call transactions entered into in connection with the 2030 Convertible Senior Notes pricing to reduce potential dilution to ordinary shares and offset cash payments upon conversion.
• Government research and development participation arrangements with the Israel Innovation Authority and European Community programs.

Physical Properties

• Rehovot and Ness Ziona, Israel: Corporate headquarters, offices, manufacturing facilities, and laboratories (approx. 18,000 square meters).
• Fremont, California, USA: Offices, manufacturing facilities, and laboratories (approx. 10,800 square meters).
• Bad Urach, Germany: Company-owned facility for offices, manufacturing, and laboratories (approx. 6,500 square meters).
• Mannheim, Germany: Company-owned facility for offices, manufacturing, and laboratories (approx. 6,150 square meters).
• Hsinchu, Taiwan: Regional offices and laboratories (approx. 2,000 square meters).
• Other regional locations: Smaller offices and laboratories spanning the US, China, Korea, Taiwan, Japan, and Singapore (each less than 2,000 square meters).

Investments and Capital Expenditure

• Gross investment in capital expenditures for 2025 was approximately $33 million, comprising electronic equipment, office furniture, leasehold improvements, land, and buildings.
• Net research and development expenses were $143,392 thousand in 2025, $110,257 thousand in 2024, and $88,043 thousand in 2023.

Shareholding Pattern / Ownership

Frequently Asked Questions