Nova Ltd 2026年年度报告和过渡报告

Form 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File Number 000-30668 NOVA LTD. (Exact name of Registrant as specified in its charter) Nova Ltd.(Translation of Registrant’s name into English)Israel(Jurisdiction of incorporation or organization) 5 David Fikes St., Rehovot7632805, Israel(Address of principal executive offices) Guy Kizner, +972-73-2295833, +972-8-9407776, Rehovot7632805, Israel(Name, Telephone, E-mail and/or Facsimile number and Address of the Registrant’s Contact Person) 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 common stock as of theclose of the period covered by the annual report: 31,780,111 ordinary shares, as of December 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐ Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicateby check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant has filed a report on the attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive – based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☒ International Financing Reporting Standards as issued by the International Accounting Standards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow: Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). TABLE OF CONTENTS PagePART IItem 1. Identity of Directors, Senior Management and AdvisorsItem 2. Offer Statistics and Expected TimetableItem 3. Key Information3A.Selected Financial Data3B.Capitalization and Indebtedness3C.Reasons for the Offer and Use of Proceeds3D.Risk FactorsItem 4. Information on the Company394.AHistory and Development of the Company394.BBusiness Overview404.COrganizational Structure534.DProperty, Plant and Equip