Nova Ltd 2025年年度报告和过渡报告

Form 20-F בREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THESECURITIES EXCHANGE ACT OF 1934 OR בANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2024 OR בTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 OR בSHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-30668 NOVA LTD.(Exact name of Registrant as specified in its charter) Israel(Jurisdiction of incorporation ororganization) Nova Ltd.(Translation of Registrant’s name into English) 5 David Fikes St., Rehovot 7632805, Israel(Address of principal executive offices) Guy Kizner, +972-73-2295833, +972-8-9407776, Rehovot 7632805, Israel (Name, Telephone, E-mail and/or Facsimile number and Address of the Registrant’s ContactPerson) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report: 29,278,401 ordinary shares, asof December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesבNoב If this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YesבNoב Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YesבNoב Indicate by check mark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post suchfiles). YesבNoב Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “accelerated filer andlarge accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerבAccelerated filerבNon-accelerated filerב Emerging growth companyב If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B) of the Securities Act.ב Indicate by check mark whether the registrant has filed a report on the attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. YesבNoב If securities are registered pursuant to Section 12(b) of the Act, indicate by check markwhether the financial statements of the registrant included in filing reflect the correction of anerror to previously issued financial statements.ב Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive – based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).ב Indicate by check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing: U.S. GAAPב InternationalFinancing Reporting Standards as issued by the International AccountingStandards Boardב Otherב If “Other” has been checked in response to the previous question, indicate by check markwhich financial statement item the registrant has elected to follow: Item 17בItem 18ב If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). YesבNoב TABLE OF CONTENTS Page PART I1Item 1. Identity of Directors, Senior Management and Advisors1Item 2. Offer Statistics and Expected Timetable1Item 3. Key Information13A.Selected Financial Data13B.Capitalization and Indebtedness13C.Reasons for the Offer and Use of Proceeds13D.Risk Factors1Item 4. Information on the Company284.AHistory and Development of the Company284.BBusiness Overview294.COrganizational Structure404.DProperty,