0001178913-26-000504
SEC filingMajor shareholders include FMR LLC (9.12%), Harel Insurance (9.92%), and others; D&O insurance obtained in Nov 2025 with $85M coverage.
Nova describes itself as a leading innovator and key provider of metrology solutions for advanced process control in semiconductor manufacturing. The company delivers a comprehensive suite of metrology solutions spanning optical, materials, and chemical technologies, enabling customers to improve performance, enhance product yields, and accelerate time to market. Nova's product portfolio is deployed at the world's largest integrated-circuit manufacturers.
The Business section does not explicitly define reporting segments. Instead, Nova organizes its offerings by technology areas: Optical technology, X-ray technology, SIMS technology, and Chemical analysis technology. These collectively support dimensional and materials characterization as well as chemical process control. No revenue breakdown by segment is provided in this section.
Nova's product portfolio includes several key product lines and platforms. For dimensional optical CD metrology, the company offers the Nova i Platform (integrated metrology) and stand-alone platforms such as Nova T-platform, Nova MMSR, and Nova VeloCD. Spectral interferometry-based products include Nova Prism, Nova SemDex, and Nova WMC. Through the January 2025 acquisition of Sentronics Metrology GmbH, Nova added modular dimensional metrology technology for backend semiconductor fabrication, targeting advanced wafer level packaging and specialty devices. Other technologies include X-ray based materials metrology and chemical analysis solutions.
Nova sells substantially all of its products directly to semiconductor manufacturers. This direct sales model allows the company to introduce additional products and features to customers. Nova's customer base is highly concentrated among a limited number of large customers, though specific names or revenue percentages are not disclosed in the Business section.
The Business section notes that Nova operates in an extremely competitive market. The primary competitors mentioned are Onto Innovation Inc. and KLA Corp., which manufacture and sell CD, thin films, and chemical metrology and process control systems. Nova also competes with process equipment manufacturers such as ASML Holdings N.V., LAM Research, and Applied Materials Inc., which develop in-situ sensors and metrology products. Additionally, the recent emergence of local competitors in China is noted. The filing states that some competitors have greater financial, engineering, manufacturing, and marketing resources.
Nova's stated strategy is to offer a holistic and diversified portfolio that supports the semiconductor industry's frequent transitions. Key pillars include expanding the product portfolio through acquisitions (e.g., Sentronics), providing solutions that address the growing complexity of chip design and manufacturing, and capitalizing on demand drivers such as AI, advanced packaging, and new memory technologies. The company aims to leverage its multiple technology platforms to increase its served and available markets.
The Business section does not disclose employee headcount or any specific human capital metrics.
As of February 5, 2026, Nova Ltd. had 31,782,972 ordinary shares outstanding. The following entities beneficially owned 5% or more: Harel Insurance Investments & Financial Services Ltd. (9.92%), FMR LLC (9.12%), Migdal Insurance & Financial Holdings Ltd. (7.48%), Menora Mivtachim Holdings Ltd. (6.59%), and BlackRock, Inc. (5.04%). Ownership percentages are based on filings with the SEC or shareholder notifications as of various dates in 2025. Notable changes over the past three years include Wasatch Advisors Inc. and Clal Insurance Enterprises Holdings Ltd. decreasing their ownership to below 5% in 2025. All shareholders have the same voting rights. The company is not owned or controlled by a foreign government, and no single entity holds a controlling interest based on the company's knowledge.
In November 2025, Nova Ltd. obtained directors' and officers' liability insurance with an aggregate coverage of $85 million, including $20 million Side A DIC. The insurance was approved by the compensation committee under the company's compensation policy. The policy allows for future extensions or renewals provided that the limit of liability does not exceed the greater of $60 million or 30% of shareholders' equity, and that the premiums are reasonable. The company may also enter into a 'run-off' policy of up to seven years under similar conditions, and may extend coverage for liability arising from future public offerings.
Additionally, following shareholder approval in June 2021, the company has undertaken to indemnify officers and directors up to the greater of: (a) 25% of total shareholders' equity; (b) US$200 million; (c) 10% of the company's total market cap; or (d) the aggregate proceeds from a public offering. At the annual general meeting in June 2025, shareholders approved the advance exemption of directors and officers from liability for breach of duty of care, to the extent permitted by law. The compensation policy also allows indemnification to the fullest extent allowed by applicable law, subject to the company's articles of association.
The notes to financial statements provide limited quantitative data. The most significant figure is the remaining performance obligations (RPO) of $93,087 as of December 31, 2025, comprising $72,412 in deferred revenue and $20,675 in uncollected amounts. This backlog represents future revenue that will be recognized primarily over the next year. Additionally, the company capitalized $16,735 of implementation costs related to cloud computing arrangements, which are recorded in other long-term and current assets and have not yet begun amortization.
No explicit purchase commitments or contractual obligations are disclosed in the notes section. The RPO figure provides some indication of committed customer contracts, but no further breakdown of supply or capacity commitments is available.
The notes do not disclose any share repurchase programs, dividend policies, debt changes, or capital expenditure details. While the financial statements show significant convertible note issuance and share repurchases, these figures are not restated in the notes text provided. R&D grants of $2,399, $2,171, and $3,061 were recognized in 2025, 2024, and 2023, respectively, offsetting some research and development costs.
The company operates in a single operating segment and one reporting unit, as stated in Note 2K. No fine-grained segment economics (revenue, operating income by segment) are disclosed in the notes. Geographic mix is not provided in the notes section.
Overall, the notes section of this filing is sparse in quantitative detail beyond revenue backlog and capitalized costs. For complete capital allocation and balance sheet items, readers must refer to the primary financial statements.
No cash flow statement data was provided in the document excerpt. The content includes only the audit report and table of contents, not the actual financial figures. Therefore, analysis of CFO, capex, or FCF is not possible.