Core Insights - Nova achieved record third-quarter results with total revenues of $224.6 million, marking a 25% increase year-over-year and a 2% increase from the previous quarter [2][5] - The company anticipates continued growth into 2026, driven by strong demand in the semiconductor market and AI-related applications [2] Financial Performance - GAAP net income for Q3 2025 was $61.4 million, or $1.90 per diluted share, compared to $68.3 million, or $2.14 per diluted share in Q2 2025, and $51.3 million, or $1.60 per diluted share in Q3 2024 [4][5] - Non-GAAP net income for Q3 2025 was $70 million, or $2.16 per diluted share, slightly down from $70.4 million, or $2.20 per diluted share in Q2 2025, and up from $56.1 million, or $1.74 per diluted share in Q3 2024 [7][20] Revenue Breakdown - Revenue from products was $178.9 million, while services contributed $45.7 million, leading to total revenues of $224.6 million for Q3 2025 [18] - The record quarterly revenue was driven by strong demand for advanced DRAM and HBM devices, as well as advanced logic devices related to Gate-All-Around manufacturing processes [5][11] Cost and Margin Analysis - Gross margin for Q3 2025 was 56.7%, a slight decrease from 57.8% in Q2 2025 and consistent with 56.6% in Q3 2024 [3][20] - Operating expenses increased to $63.6 million in Q3 2025 from $61.6 million in Q2 2025 and $52.1 million in Q3 2024 [3] Future Outlook - Management provided guidance for Q4 2025, expecting revenues between $215 million and $225 million, with diluted GAAP EPS projected between $1.77 and $1.95, and non-GAAP EPS between $2.02 and $2.20 [6][21]

Core Viewpoint - Nova has announced the pricing of $650 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030, increasing from the previously announced $500 million, indicating strong demand for its financing [1][10] Group 1: Offering Details - The offering is a private placement to qualified institutional buyers under Rule 144A of the Securities Act [1] - The initial purchasers have an option to buy an additional $100 million of the Notes within a 13-day period after the initial issuance [1] - The expected settlement date for the sale of the Notes is September 5, 2025, subject to customary closing conditions [1] Group 2: Notes Characteristics - The Notes will not bear regular interest and will mature on September 15, 2030, unless repurchased, redeemed, or converted earlier [2] - Holders can require Nova to repurchase their Notes upon a fundamental change at a cash purchase price of 100% of the principal amount plus any accrued interest [4] - The initial conversion rate is set at 3.1234 ordinary shares per $1,000 principal amount, equating to a conversion price of approximately $320.16 per share, representing a 35.0% premium over the last reported sale price [5] Group 3: Financial Implications - Nova estimates net proceeds from the Offering to be approximately $631.5 million, or $729.0 million if the option for additional Notes is fully exercised [10] - Approximately $44.9 million of the net proceeds will be allocated to the costs of capped call transactions, with the remainder intended for general corporate purposes, including potential mergers and acquisitions [10] Group 4: Capped Call Transactions - Nova has entered into capped call transactions to cover the number of shares underlying the Notes, aimed at reducing potential dilution upon conversion [7] - The cap price for these transactions is initially set at $415.03 per share, a 75% premium over the last reported sale price of $237.16 per share [8]