Earnings release
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Company Contact: Guy Kizner, Chief Financial Officer Tel: +972-73-229-5760 E-mail - investors@novami.com Nova website link - https://www.novami.com/ Investor Relations Contact: Miri Segal MS-IR LLC E-mail - msegal@ms-ir.com Nova Reports Record Third Quarter 2026 Financial Results REHOVOT, Israel - November 5, 2026 - Nova (Nasdaq: NVMI) today announced financial results for the third quarter, the three-month period ended September 30, 2026. Third Quarter 2026 Highlights: • Record quarterly revenue of $287.8 million, 13% increase QoQ, and up 28% YoY. • Record GAAP net income of $ 90.0 million, or $2. 64 per diluted share, 20 % increase QoQ, and up 39% YoY. • Record non-GAAP net income of $98.4 million, or $2.86 per diluted share, 14% increase QoQ, and up 32% YoY. • Record revenue from Advanced Packaging solutions, driven by capacity expansions in HBM and advanced logic • Record revenue from memory devices, driven by demand for dimensional and materials metrology solutions GAAP Results (K) Q3 2026 Q2 2026 Q3 2025 Revenues $287,841 $254,958 $224,608 Net Income $89,960 $75,010 $61,421 Earnings per Diluted Share $2.64 $2.20 $1.90 Non-GAAP Results (K) Q3 2026 Q2 2026 Q3 2025 Net Income $98,405 $86,459 $69,991 Earnings per Diluted Share $2.86 $2.51 $2.16 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 “We delivered an exceptional third quarter, achieving record revenue and profitability while broadening our position across the semiconductor industry's most important growth areas,” said Gaby Waisman, President and CEO. “Record revenue in memory and advanced packaging, together with strong demand from logic customers, reflects both the strength of the current investment cycle and the growing adoption of Nova's solutions in critical applications. Supported by enhanced visibility into customer investment plans, we remain confident in our ability to capture opportunities created by the industry's most advanced technology transitions.” 2026 Fourth Quarter Financial Outlook Management provided an outlook for the fourth quarter, the period ending December 31, 2026. Based on current estimates, management expects: • $305 million to $315 million in revenue • $2.78 to $2.93 in diluted GAAP EPS • $3.03 to $3.18 in diluted non-GAAP EPS 2026 Third Quarter Results Total revenues for the third quarter of 2026 were $287.8 million, an increase of 13% compared with the second quarter of 2026 and an increase of 28% compared with the third quarter of 2025. Gross margin in the third quarter of 2026 was 57.7%, compared with 56.5% in the second quarter of 2026 and 56.7% in the third quarter of 2025. Operating expenses in the third quarter of 2026 were $73.3 million, compared with $68.0 million in the second quarter of 2026 and $63.6 million in the third quarter of 2025. On a GAAP basis, the Company reported net income of $90.0 million, or $2.64 per diluted share, in the third quarter of 2026. This is compared with net income of $75.0 million, or $2.20 per diluted share, in the second quarter of 2026, and $61.4 million, or $1.90 per diluted share, in the third quarter of 2025. On a non-GAAP basis, the Company reported net income of $98.4 million, or $2.86 per diluted share, in the third quarter of 2026. This is compared with net income of $86.5 million, or $2.51 per diluted share, in the second quarter of 2026, and $70.0 million, or $2.16 per diluted share, in the third quarter of 2025. Conference Call Information Nova will host a conference call today, November 5, 2026, at 8:30 a.m. Eastern Time, to discuss the Company’s third 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 Dial-in Number: +972 3-374-1008 INTERNATIONAL Dial-in Number: 1-412-317-0519 At: 8:30 a.m. Eastern Time 5:30 a.m. Pacific Time
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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 November 5, 2026, at 11:30 a.m. Eastern Time until November 12, 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: 4753512 A replay will also be available for 90 days on Nova's website link at https://www.novami.com/investors/events/. 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 t o, 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, level s 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, circumstanc es 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;
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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; c atastrophic 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 del ays 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 September 30, December 31, ASSETS 2026 2025 Current assets Cash and cash equivalents 188,156 214,462 Short-term interest-bearing bank deposits 395,865 512,250 Marketable securities 493,297 321,798 Trade accounts receivable, net 197,938 151,929 Inventories 200,731 183,671 Other current assets 41,724 26,692 Total current assets 1,517,711 1,410,802 Non-current assets Marketable securities 711,846 584,731 Interest-bearing bank deposits and restricted deposits 11,448 12,508 Deferred tax assets 36,347 38,819 Operating lease right-of-use assets 55,366 57,731 Property plant and equipment, net 98,909 102,625 Intangible assets, net 37,546 45,819 Goodwill 88,425 90,807 Other long-term assets 18,529 16,704 Total non-current assets 1,058,416 949,744 Total assets 2,576,127 2,360,546 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Trade accounts payable 78,208 46,982 Deferred revenues 64,949 67,163 Operating lease current liabilities 9,992 8,204 Other current liabilities 91,110 102,186 Total current liabilities 244,259 224,535 Non-current liabilities Convertible senior notes, net 734,559 731,680 Operating lease long-term liabilities 57,448 59,271 Long-term deferred tax liability 7,625 10,221 Other long-term liabilities 20,565 16,591 Total non-current liabilities 820,197 817,763 Shareholders' equity 1,511,671 1,318,248 Total liabilities and shareholders' equity 2,576,127 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 September 30, Nine months ended September 30, 2026 2025 2026 2025 Revenues: Products 231,861 178,873 619,596 530,644 Services 55,980 45,735 158,511 127,309 Total revenues 287,841 224,608 778,107 657,953 Total cost of revenues 121,720 97,190 332,137 280,986 Gross profit 166,121 127,418 445,970 376,967 Operating expenses: Research and development, net 42,165 36,740 118,505 105,420 Sales and marketing 23,666 20,243 65,263 59,892 General and administrative 7,457 6,575 22,348 18,920 Total operating expenses 73,288 63,558 206,116 184,232 Operating income 92,833 63,860 239,854 192,735 Financing income, net 16,757 9,540 42,725 37,654 Income before taxes on income 109,590 73,400 282,579 230,389 Income tax expenses 19,630 11,979 48,350 35,854 Net income for the period 89,960 61,421 234,229 194,535 Earnings per share: Basic 2.83 2.05 7.36 6.57 Diluted 2.64 1.90 6.87 6.10 Shares used in calculation of earnings per share (in thousands): Basic 31,821 29,936 31,807 29,602 Diluted 34,426 32,470 34,442 32,028
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NOVA LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands) - (Unaudited) Three months ended September 30, Nine months ended September 30, 2026 2025 2026 2025 Cash flows from operating activities: Net income 89,960 61,421 234,229 194,535 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property and equipment 3,735 3,374 10,919 9,702 Amortization of intangible assets 2,274 2,309 6,888 6,353 Amortization of premium and accretion of discount on marketable securities, net (1,413) (1,305 ) (4,080) (4,193) Amortization of debt issuance costs 971 448 2,879 1,016 Share-based compensation 7,079 6,681 21,148 19,314 Net effect of exchange rate fluctuation (335) (2,329 ) (1,087) (17,385) Changes in assets and liabilities: Trade accounts receivable, net 12,138 (6,498 ) (47,235) (18) Inventories (16,080) (2,699 ) (19,153) (18,093) Other current and long-term assets (2,804) (8,603 ) (17,588) (14,533) Deferred tax, net (259) (3,483 ) 695 (9,627) Operating lease right-of-use assets 1,338 4,122 2,347 2,241 Trade accounts payable 11,593 (2,882 ) 30,949 (4,599) Deferred revenues 18,355 8,018 (5,129) (4,413) Operating lease liabilities (2,468) (3,208 ) (17) 1,160 Other current and long-term liabilities 13,963 15,844 3,003 23,605 Accrued severance pay, net 35 65 309 420 Net cash provided by operating activities 138,082 71,275 219,077 185,485 Cash flows from investment activities: Acquisition of subsidiary, net of acquired cash - - - (56,355) Change in short-term and long-term interest-bearing bank deposits 1,270 29,057 117,498 28,928 Investment in marketable securities (172,319) (509,522) (666,902) (666,321) Proceeds from maturity of marketable securities 140,224 92,032 354,840 222,192 Proceeds from sales of marketable securities 494 494 494 494 Purchase of property and equipment (6,353) (4,333) (12,896) (15,928) Net cash provided by (used in) investing activities (36,684) (392,272) (206,966) (486,990) Cash flows from financing activities: Proceeds from issuance of convertible senior notes - 750,000 - 750,000 Issuance costs of convertible senior notes - (17,738) - (17,738) Purchase of capped calls - (51,826) - (51,826) Purchases of treasury shares (38,461) - (38,461) (20,002) Net cash used in financing activities (38,461) 680,436 (38,461) 660,434 Effect of exchange rate fluctuations on cash and cash equivalents 373 1,631 (274) 5,243 Changes in cash and cash equivalents and restricted cash 63,310 361,070 (26,624) 364,172 Cash and cash equivalents and restricted cash -beginning of period 124,846 160,881 214,780 157,779 Cash and cash equivalents and restricted cash - end of period 188,156 521,951 188,156 521,951
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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) * Stock-based compensation for the three months ended September 30, 2026, included in - Cost of revenues – 1,997; Research and development, net – 3,026; Sales and marketing - 1,430; General and administrative - 626. Three months ended September 30, 2026 June 30, 2026 September 30, 2025 GAAP gross profit 166,121 144,161 127,418 Stock-based compensation* 1,997 1,923 1,901 Amortization of acquired intangible assets 2,081 2,105 2,113 Non-GAAP gross profit 170,199 148,189 131,432 GAAP gross margin as a percentage of revenues 58% 57% 57% Non-GAAP gross margin as a percentage of revenues 59% 58% 59% GAAP operating income 92,833 76,185 63,860 Stock-based compensation* 7,079 6,764 6,681 Amortization of acquired intangible assets 2,274 2,299 2,309 Non-GAAP operating income 102,186 85,248 72,850 GAAP operating margin as a percentage of revenues 32% 30% 28% Non-GAAP operating margin as a percentage of revenues 36% 33% 32% GAAP net income 89,960 75,010 61,421 Stock-based compensation* 7,079 6,764 6,681 Amortization of acquired intangible assets 2,274 2,299 2,309 Amortization of debt issuance costs 971 958 448 Revaluation of operating lease and intercompany loans (453) 3,398 762 Tax effect of non-GAAP adjustments (1,426) (1,970) (1,630) Non-GAAP net income 98,405 86,459 69,991 GAAP basic earnings per share 2.83 2.36 2.05 Non-GAAP basic earnings per share 3.09 2.72 2.34 GAAP diluted earnings per share 2.64 2.20 1.90 Non-GAAP diluted earnings per share 2.86 2.51 2.16 Shares used for calculation of earnings per share (in thousands): Basic 31,821 31,800 29,936 Diluted 34,426 34,450 32,470
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NOVA LTD. SUPPLEMENTAL INFORMATION - RECONCILIATION OF FOURTH QUARTER 2026 GAAP TO NON-GAAP GUIDANCE (U.S. dollars) (Unaudited) Low High Estimated GAAP net income per diluted share 2.78 2.93 Estimated non-GAAP items: Stock-based compensation 0.23 0.23 Amortization of acquired intangible assets 0.07 0.07 Tax effect of non-GAAP adjustments (0.05) (0.05) Estimated non-GAAP net income per diluted share 3.03 3.18