Nova Ltd. (Translation of Registrant’s name into English)

Israel            (Jurisdiction of incorporation or organization)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	NVMI	The Nasdaq Global Select Market

			Page
PART I			1
	Item 1. Identity of Directors, Senior Management and Advisors		1
	Item 2. Offer Statistics and Expected Timetable		1
	Item 3. Key Information		1
	3A.	Selected Financial Data	1
	3B.	Capitalization and Indebtedness	1
	3C.	Reasons for the Offer and Use of Proceeds	1
	3D.	Risk Factors	1
	Item 4. Information on the Company		28
	4.A	History and Development of the Company	28
	4.B	Business Overview	29
	4.C	Organizational Structure	40
	4.D	Property, Plant and Equipment	40
	Item 4A. Unresolved Staff Comments		41
	Item 5. Operating and Financial Review and Prospects		41
	5.A	Operating Results	45
	5.B	Liquidity and Capital Resources	47
	5.C	Research and Development, Patents and Licenses, etc.	48
	5.D	Trend Information	50
	5.E	Critical Accounting Estimates	50
	Item 6. Directors, Senior Management and Employees		53
	6.A	Directors and Senior Management	53
	6.B	Compensation	56
	6.C	Board Practices	58
	6.D	Employees	65
	6.E	Share Ownership	65
	6.F	Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation.	66
	Item 7. Major Shareholder and Related Party Transactions		67
	7.A	Major Shareholders	67
	7.B	Related Party Transactions	68
	7.C	Interest of Experts and Counsel	69
	Item 8. Financial Information		69
	8.A	Consolidated Statements and Other Financial Information	69
	8.B	Significant Changes	69

	Item 9. The Offer and Listing		69
	9.A	Offer and Listing Details	69
	9.B	Plan of Distribution	69
	9.C	Markets	70
	9.D	Selling Shareholders	70
	9.E	Dilution	70
	9.F	Expenses of the Issue	70
	Item 10. Additional Information		70
	10.A	Share Capital	70
	10.B	Memorandum and Articles of Association	70
	10.C	Material Contracts	70
	10.D	Exchange Controls	70
	10.E	Taxation	71
	10.F	Dividends and Paying Agents	85
	10.G	Statements by Experts	85
	10.H	Documents on Display	85
	10.I	Subsidiary Information	85
	10.J	Annual Report to Security Holders	85
	Item 11. Quantitative and Qualitative Disclosures About Market Risk		85
	Impact of Currency Fluctuation		86
	Item 12. Description of Securities Other than Equity Securities		86
PART II			86
	Item 13. Defaults, Dividend Arrearages and Delinquencies		86
	Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds		86
	Item 15. Controls and Procedures		86
	Item 16 [Reserved]		87
	Item 16A. Audit Committee Financial Expert		87
	Item 16B. Code of Ethics		87
	Item 16C. Principal Accountant Fees and Services		87
	Item 16D. Exemptions from the Listing Standards for Audit Committees		88
	Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		88
	Item 16F. Change In Registrant’s Certifying Accountant		88
	Item 16G. Corporate Governance		88
	Item 16H. Mine Safety Disclosure		88
	Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		88
	Item 16J. Insider Trading Policies		89
	Item 16K. Cybersecurity		89
PART III			90
	Item 17. Financial Statements		90
	Item 18. Financial Statements		90
	Item 19. Exhibits		90
SIGNATURES

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Increased cybersecurity threats and more sophisticated computer crime could disrupt our business.

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We depend on international sales, which expose us to foreign political and economic risks.

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We are subject to laws and regulations that could restrict our operations such as economic sanctions and export restrictions.

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Changes in global trade policies and other factors beyond our control may adversely impact our business, financial condition and results of operations.

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Changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our business, results or operations and financial condition.

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We may be affected by instability in the global economy and by financial turmoil.

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Because we derive a significant portion of our revenues from sales in Asia, our sales could be hurt by instability of Asian economies.

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Our business is subject to risks related with doing business in China.

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Because of the technical nature of our business, our intellectual property is extremely important to our business, and our inability to protect our intellectual property could harm our competitive position.

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There has been litigation involving intellectual property rights in the semiconductor and related industries, and similar litigation could force us to divert resources to defend against such litigation or deter our customers from purchasing our systems.

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We may incorporate open-source technology in some of our software and product, which may expose us to liability and have a material impact on our product development and sales.

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We may use AI technologies which may expose us to liability and have a material impact on our product development.

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We operate in an extremely competitive market, and if we fail to compete effectively, our revenues and market share will decline.

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If we do not respond effectively and on a timely basis to rapid technological changes, our ability to attract and retain customers could be diminished, which would have an adverse effect on our sales and ability to remain competitive.

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The ongoing consolidation in our industry may harm us if our competitors are able to offer a broader range of products and greater customer support than we can offer or if our main suppliers cease delivery of important component as a result of being acquired by a larger company.

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The markets we target are cyclical and it is difficult to predict the length and strength of any downturn or expansion period.

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Our operations may be delayed or interrupted and our business could suffer if we violate environmental, safety and health, or ESH, regulations.

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Challenges in designing or implementing our new ERP system could negatively impact our business and operations.

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Pricing and demand for our specific product lines could substantially reduce our sales.

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We depend on a small number of large customers, and the loss of one or more of them could significantly lower our revenues.

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Our inability to significantly reduce spending during a protracted slowdown in the semiconductor industry could reduce our prospects of achieving continued profitability.

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There can be no assurance that revenues from future products or product enhancements will be sufficient to recover the development costs.

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New product lines that we may introduce in the future may contain defects, which will require us to allocate time and financial resources to correct.

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If any of our systems fail to meet or exceed our internal quality specifications, we cannot ship them until such time as they have met such specifications.

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Our dependence on a single manufacturing facility per product line magnifies the risk of an interruption in our production capabilities.

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Our lease agreements for our Manufacturing Facilities include provisions that exempt the landlord and others from liability for damages to our Manufacturing Facilities.

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Shipment changes or cancellation may render our backlog not a reliable indicator of actual sales and financial results.

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We may not be able to successfully complete and integrate current and/or future acquisitions.

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We depend on continuous cooperation with Process Equipment Manufacturers (“PEMs”) to enable sales of our systems which are integrated with the process equipment.

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Some of our commercial agreements with PEMs and customers may include exclusivity provisions and limitations on the use of certain intellectual property which could limit or prevent future business relationships with third parties.

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We depend on a limited number of suppliers, and in some cases a sole supplier.

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The disclosure rules regarding the use of conflict minerals may affect our relationships with suppliers and customers.

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Our lengthy sales cycle increases our exposure to customer delays in orders, which may result in obsolete inventory and volatile quarterly revenues.

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Our inability to attract, recruit, retain highly skilled key personnel.

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Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our business, our results of operations and our ability to raise additional funds.

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Our convertible senior notes may impact our financial results, dilute existing shareholders, and create downward pressure on the price of our ordinary shares.

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Currency fluctuations could harm our profit margins.

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We received certain research and development grants, which could impose restrictions on our ability to use technology developed under these programs.

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Certain shareholders may control the outcome of matters submitted to a vote of our shareholders, including the election of directors.

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The market price of our ordinary shares may be affected by a limited trading volume and may fluctuate significantly.

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We may be classified as a “passive foreign investment company” for U.S. income tax purposes, which could have significant and adverse tax consequences to U.S. shareholders.

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The rights and responsibilities of our shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law.

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Our shares are listed for trade on more than one stock exchange.

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instability in political or economic conditions, including but not limited to inflation, recession, foreign currency exchange restrictions and devaluations, restrictive governmental controls on the movement and repatriation of earnings and capital, and actual or anticipated military or political conflicts, , particularly in emerging markets, including but not limited to, the impeachment motion against the South Korean President Yoon Suk-Yeol; rising inflation and elevated U.S. budget deficits and overall debt levels, including as a result of federal pandemic relief and stimulus legislation and/or economic or market and supply chain conditions, can put upward pressure on interest rates and could be among the factors that could lead to higher interest rates in the future. Higher interest rates could adversely affect our overall business or reduce our liquidity.

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intergovernmental conflicts or actions, including but not limited to armed conflict, trade wars and acts of terrorism or war, including the current war between Russia and the Ukraine, the war between Hamas and Israel and the limited military operations in Lebanon, Syria, Yemen and other areas in the Middle East, as well as the tensions between Taiwan and China and the Chinese actions in the South China Sea; and

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interruptions to the Company’s business with its largest customers, distributors and suppliers resulting from but not limited to, strikes, shortage in raw materials and subcomponents due to geopolitical situation and financial instabilities. For instance, trade restrictions, changes in tariffs and import and export license requirements could adversely affect our ability to sell our products in the countries adopting or changing those restrictions, tariffs or requirements. This could reduce our sales by a material amount.

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trade protection measures, such as tariff increases, and import and export licensing and control requirements;

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potentially negative consequences from changes in tax laws;

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difficulties associated with the Chinese legal system, including increased costs and uncertainties associated with enforcing contractual obligations in China;

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historically, lower protection of intellectual property rights;

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changes and volatility in currency exchange rates;

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unexpected or unfavorable changes in regulatory requirements; and

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local preference of emerging local competitors in China.

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pending patent applications will be approved; or

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any patents will be broad enough to protect our technology, will provide us with competitive advantages or will not be challenged or invalidated by third parties. We also cannot assure that others will not independently develop similar products, duplicate our products or, if patents are issued to us, design around these patents. Furthermore, because patents may afford less protection under foreign law than is available under U.S. law, we cannot assure that any foreign patents issued to us will adequately protect our proprietary rights.

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result in our loss of proprietary rights;

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subject us to significant liabilities, including triple damages in some instances;

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require us to seek licenses from third parties, which licenses may not be available on reasonable terms or at all; or

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prevent us from selling our products.

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the contribution and value our solutions bring to our customers;

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our product innovation, quality and performance;

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our global technical service and support;

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the return on investment (ROI) of our equipment and its cost of ownership;

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the breadth of our product line;

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our success in developing and marketing new products; and

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the extendibility of our products.

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our continuing need to invest in research and development;

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our continuing need to market our new products; and

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our extensive ongoing customer service and support requirements worldwide.

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diverting management’s attention and other resources from our ongoing business concerns;

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entering markets in which we have no direct prior experience;

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improperly evaluating new services, products and markets;

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being unable to maintain uniform standards, controls, procedures and policies;

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failing to comply with governmental requirements pertaining to acquisitions of local companies or assets by foreign entities;

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being unable to integrate new technologies or personnel;

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incurring the expenses of any undisclosed or potential liabilities; and

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the departure of key management and employees.

Technology	Product Line	Key applications	Product families
•          Broadband Spectrophotometry •          Scatterometry •          Spectral Reflectometry •          Imaging and Image Processing	Dimensional Optical CD Integrated Metrology	Critical Dimensions Thin films Wafer topography	Nova i Platform Nova Astera
	Dimensional Optical CD Stand-Alone Metrology		Nova T-platform Nova MMSR Nova Velo CD
•          Spectral Interferometry			Nova Prism
•          X-Ray Photoelectron Spectroscopy •          X-Ray Fluorescence	X-Ray Materials Metrology	Thin film Composition	Nova VeraFlex
•          Secondary Ion Mass Spectrometry	SIMS Materials Metrology	Composition depth-profiling	Nova Metrion
•          Raman Spectroscopy	Optical Materials Metrology	Strain Crystallinity Composition	Nova Elipson

•          Computational Modeling for Metrology Platforms	Physical modeling (Modeling Software Solutions)		Nova MARS
•          Machine Learning •          Advanced Algorithms	Mathematical modeling algorithms (Software solutions)		Nova FIT for Films CD Metrology Nova FIT for Material Metrology
•          Big Data Analytics •          High Power Computing	Fleet Management (Software solutions)		Nova FM Nova HPC QED
•          Titration – various types •          CVS, CPVS, PCGA •          Spectrophotometry •          HPLC •          Dynamic Surface Tension •          pH, conductivity, density	Chemical Process Control – Analysis and Replenishment	Electroplating process applications in interconnect, advanced packaging, and PCB markets	Nova Ancolyzer Nova AncoScene Nova AncoFlex
•          Solid dosing	Metal Replenishment	Powder dosing specialty metal oxide materials for electroplating applications	Nova DMR

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Nova MARS - Nova MARS software package is a multi-channel metrology modeling engine designed for the most advanced 3D structures in advanced process nodes of semiconductor manufacturing. It is a complete modeling solution for scatterometry and spectral interferometry models’ development, material characterization and recipe optimization which is crucial for facing increasing challenges in semiconductor metrology. The Nova MARS also injects physical and process related knowledge to solve complex structures.

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Nova FIT - The Nova FIT modeling suite complements traditional modeling of Optical Critical Dimensions and Materials by machine learning and data-driven algorithmic solutions. The algorithmic suite works independently or in conjunction with Nova MARS physical modeling engine and Nova’s Fleet Management solution, to improve metrology performance, optimize throughput, speed up time to solution, and expand the metrology envelope for enriched process control. For optical CD, Nova FIT embeds advanced machine learning and big data architecture into optical modeling. In every permutation of the solution, Nova Fit enhances the way customers utilize metrology measurement data to tighten process windows, avoid process excursions, and improve yield.

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Nova’s Centralized Fleet Management and Control - Nova’s Fleet Management and Performance Monitoring Center simplify the management and enhance the productivity of Nova tools in the fabrication site. The platform’s ability to process and analyze large amounts of fleet and metrology data using advanced data analytic tools provides our customers with intelligent and predictive insights on tool performance and process trends.

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Nova HPC - The Nova HPC is a High-Performance Computing solution, which is designed to accelerate Nova MARS and Nova FIT work processes. Nova HPC significantly expedites application development by accelerating library-building, real time regression and recipe-setting processes. Its advanced computing hardware design enables optimization of Nova’s proprietary algorithm performance, thus enabling the most calculation-demanding application development.

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VeraFlex- Nova’s VeraFlex combines enhanced XPS (X-Ray photoelectron spectroscopy) capability with an optional unique low energy XRF (X-Ray fluorescence) channel to address logic and memory device fabrication challenges. This innovative inline technology is a surface-sensitive quantitative spectroscopic technique that is used to determine the elemental composition and thickness of thin films. When incorporating the Nova Fit advanced suite of machine learning applications, the platform offers enhanced throughput and precision performance of established applications and maximizes system productivity.

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Nova Metrion - Nova Metrion - targets process control of 3D logic and memory semiconductor devices. The technology enables advanced materials profile measurements by bringing secondary ion mass spectrometry (SIMS) into semiconductor production lines on both monitor and product wafer. The Nova Metrion provides quantitative and actionable results on depth profiling of compositional information with high-depth resolution and precision.

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Nova Elipson - Nova Elipson utilizes Raman spectroscopy, a vibrational spectroscopy technique, to detect multiple material properties such as strain, crystallinity, phases, grain size and composition. The combination of a small spot and high speed of this non-destructive, optical method makes it a metrology of choice for both memory and logic applications.

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Nova FIT for Materials Metrology – a server based solution, when used in conjunction with our VeraFlex IV product, enables higher measurement throughput and higher precision for certain use cases.

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Nova AncoScene– the Nova AncoScene is an industry-standard chemical metrology solution for damascene copper and cobalt plating interconnects applications, qualified by leading global manufacturers for operation in advanced nodes production processes. The solution supports a continuously growing range of copper and cobalt baths and applications and offers a fully automated analysis of bath components, overall plating performance, excursions, trends alarms and warnings, and overall process control.

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Nova Ancolyzer – the Ancolyzer is a fully automated online chemical metrology platform designed with the most flexible architecture for advanced packaging processes. Nova’s Ancolyzer offers superior analytical performance and supports a wide variety of analytical techniques for process control. The platform’s flexible and scalable architecture is configured to the specific process analysis and replenishment requirements. The platform’s superior accuracy and precision are coupled with uncompromising reliability and the highest availability.

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Nova DMR – the Nova DMR offers economical replenishment of metals in a plating bath. This significantly extends the bath chemicals’ lifetime and improves the plater utilization. DMR provides fully automatic powder container docking for uninterrupted operation and eliminates the constant increase in bath volume, reducing the need for bleed and feed or full bath dump. Thus, reducing environmental impact and minimizing operational risks and costs. The platform integrates with Nova Ancolyzer and can directly connect to any process tools.

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Nova AncoFlex - Nova AncoFlex™ is an industry-standard fully automated inline chemical metrology solution for copper PCB and IC-substrate production processes. The solution supports a continuously growing range of copper baths and applications and provides excellent lifetime monitoring of bath composition and performance. The platform combines reported and controlled accuracy and precision with uncompromising reliability and the highest availability.

		2022				2023				2024
Total revenues from five largest customers			57	%			52	%			53	%
Range of revenues from five largest customers			6-23	%			5-19	%			6-18	%

Name of Subsidiary	Place of Incorporation
Nova Measuring Instruments, Inc.	Delaware, U.S.
Nova Measuring Instruments K.K.	Japan
Nova Measuring Instruments Taiwan Ltd.	Taiwan
Nova Measuring Instruments Korea Ltd.	Korea
Nova Measuring Instruments GmbH	Germany
Nova Measuring Instruments (Shanghai) Co., Ltd.	China
Nova Measuring Instruments Singapore Pte Ltd	Singapore

Location	Purpose of use	Approximate SQM	Expiration date
Israel Rehovot and Ness Ziona	Offices, manufacturing and laboratories	16,000	August 2029 with an option to extend the lease period by two periods of five years each, subject to customary conditions. Ness Ziona 2800 sqm lease is expected to end in January 2026
US Fremont California	Offices, manufacturing and laboratories	9,300	August 2034 with an option to extend for an additional five years, subject to customary conditions.
Germany Bad Urach	Offices, manufacturing and laboratories	6,500	The facility is owned by the Company and as of January 2025, has fully replaced the Pliezhausen facility.
Germany Pliezhausen	Offices, manufacturing and laboratories	3,500	March 2025, to be replaced by the Bad Urach facility.
Taiwan Hsinchu	Offices and laboratories	2,000	Ranging between 2025 and 2031
US, China, Korea, Taiwan, Japan, Singapore	Offices and laboratories	Less than 2,000 each	Ranging between 2024 and 2029.

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Record product and service sales results.

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Record profitability and earnings per share

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Diversified customers mix, across multiple territories.

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Further expansion into advanced packaging with new and existing products.

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Further market adoption of Nova’s advanced portfolio:

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Materials, chemical and dimensional metrology solutions.

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Hardware and software coupling.

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Machine learning and AI capabilities to complement physical modeling.

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Holistic offering, including Integrated and Standalone metrology.

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Continued proliferation of Nova’s newly announced solutions of Elipson, Metrion and AncoScene products.

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Record sales of our Optical CD stand-alone solutions, and continued evolution with new generations of Integrated and Standalone metrology platforms.

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Record sales of materials and chemical metrology solutions.

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Continued investments in research and development programs aimed to generate new organic growth engines for process control.

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Deepening collaboration with research institutes and customers' development centers, utilizing a variety of our products, leading to our positioning as a long-term technology development and high-volume manufacturing partner.

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ESG (Environment, Social and Governance) – In 2024 we worked to update our first ESG review. We are determined as a company to play a vital role in creating a world that values equality, safety and environmental health for the benefit of future generations to come. We remain committed to proactively invest in embedding social responsibility and sustainability as part of our culture and business management to support our values.

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The acquisition of Sentronics, a privately held company headquartered in Germany, closed on January 30, 2025. Sentronics is a global provider of wafer metrology tools for backend semiconductor fabrication. Sentronics develops flexible and modular metrology tools equipped with multiple metrology sensors for a variety of critical dimension applications, including thickness, roughness, and topography. The addition of Sentronics’ modular dimensional metrology technology to Nova’s dimensional metrology portfolio enables Nova to diversify its offering in the growing field of advanced wafer level packaging and specialty devices.

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Investing in organization development to enhance our human capital and the strength of our global teams based on our values and culture.

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Continue to strengthen our competitive market position, through unique innovation and technical leadership.

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Continue executing our innovation and development plans to meet future industry challenges.

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Continue executing our well-defined strategy to reach $1B USD by 2027 in revenues, organically and inorganically. The strategy defines the Company’s growth path in revenue, customers, technology and financial performance.

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Expand our total available markets by addressing new emerging metrology applications and markets sectors, through solutions delivery to the challenging buildup of advanced Logic technology nodes, memory scaled 3D-NAND nodes and DRAM scaled devices at leading edge customers.

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Continue delivering metrology systems for the trailing edge technology nodes and to advanced packaging customers to support new applications ramp up and expansions.

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Continue the collaborations and joint research programs with leading semiconductor manufacturers and relevant leading research institutes.

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Continue innovation and diversification of our products through several new product introductions to extend the Company’s market leadership and total available market.

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Continue our plans to generate revenues and competitive edge through SW algorithms and Machine Learning solutions.

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Strengthening the partnership with our customers and build a “Customer Centric” approach to accommodate and deliver customers’ requirements along the semiconductor lifecycle.

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Continue investing in developing new approaches and methods for inline materials process control.

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Continue investing in our chemical metrology product development and enhance our product offering.

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Create synergy between our product lines towards a combined offering for advanced applications, which require dimensional, material and chemical metrology.

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Grow our production facilities and offices footprint to meet semiconductor demand and our strategic plans and continue to develop modern and streamlined core business processes through new ERP and Service CRM infrastructure.

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Elevate our investment in ESG programs in order to promote social responsibility programs through our five pillars program (for details, refer to the Environmental, Social and Governance (ESG) chapter in Item 4.B in this Annual Report).

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Build an extensive roadmap for Sentronics products in order to broaden their portfolio and cater to additional applications.

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Create synergy between Nova and Sentronics’ technologies towards a combined and enhanced offering for advanced packaging applications.

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Leverage Nova’s extensive market presence and exposure to drive Sentronics sales to new heights.

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Continue looking for investment opportunities to broaden our portfolio and enrich our brand.

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Meeting strategic, development, operational and delivery targets considering the macro economical, geopolitical and trade restriction issues across the globe and the current conditions in Israel.

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On time delivery of the required solutions to meet the current and future needs of our existing and new customers.

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Correctly understanding the market trends and competitive landscape to ensure our products retain proper differentiation to win customer confidence.

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Creating aggressive, innovative and competitive roadmap deliverables at reasonable costs to properly control expenses.

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Identifying the metrology evolution roadmap for future industry needs to meet process control requirements and lead the market.

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Achieving long-term growth targets while supporting extensive growth in all our activities.

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Building a solid global infrastructure and production capacity to accommodate further growth.

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Failure to design, implement and smoothly transition to the new ERP system.

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Optical metrology has become an enabler for the industry over the last few years.

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Materials metrology has been widely adopted by leading memory and logic/foundry customers. We expect further adoption in the next few years.

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The growing adoption of our metrology portfolio in the advanced packaging market.

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The growing need for chemical process control and replenishment solutions, driven by ESG and environment sustainability trends for reduction in chemical materials waste.

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Our unique metrology portfolio, combining optical, X-Ray and chemical metrology for both dimensions and materials. This provides the most advanced portfolio, combining the best innovative metrology capabilities with the best reliability and return on investment.

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The ability to provide a unique and differentiated technology portfolio sets us apart from the competition and adding a competitive edge to our offering.

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Our solutions are well accepted by leading customers that allow us to gain more market share with additional process steps and new applications.

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Our ability to closely team with our customers allows us to predict the industry evolution and process control challenges and by that introduce innovative metrology roadmap to solve industry needs.

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Our diversified portfolio, which is a result of continuous investment in research and development, is becoming more attractive to our customers.

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Extending our solutions’ base to include hardware and software elements in a coupled offering.

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Successful track record in completing and integrating inorganic products, as a result of M&A, which allows us to diversify our product offering to expand our addressable markets.

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Well controlled and efficient operating model to support our profitable growth and operational resiliency.

		2022				2023				2024
Revenues from product sales			81	%			78	%			80	%
Revenues from services			19	%			22	%			20	%
Total revenues			100	%			100	%			100	%
Cost of products sale			34	%			32	%			31	%
Cost of services			11	%			12	%			11	%
Total cost of revenues			45	%			43	%			42	%
Gross profit			56	%			57	%			58	%
Operating expenses:
Research and development expenses, net			16	%			17	%			16	%
Sales and marketing expenses			9	%			10	%			10	%
General and administrative expenses			4	%			4	%			4	%
Total operating expenses			29	%			31	%			30	%
Operating profit			26	%			26	%			28	%
Financial income (expense), net			2	%			4	%			4	%
Income before income taxes			28	%			30	%			32	%
Income tax expenses			3	%			4	%			5	%
Net income			25	%			26	%			27	%

		2022								2023								2024
		Domestic				Abroad				Domestic				Abroad				Domestic				Abroad
Electronic equipment			3,664				4,155				2,086				2,867				1,313				3,077
Office furniture and equipment			66				1,055				360				499				29				202
Leasehold improvements			8,934				436				2,994				2,457				91				843
Land and buildings			-				3,004				-				5,925				-				11,660
Total			12,664				8,650				5,440				11,748				1,433				15,782

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Local Manufacturing Obligation. The terms of the grants under the Innovation Law require that we manufacture the products developed with these grants in Israel. Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel by us or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of less than 10% of the manufacturing capacity in the aggregate, as declared to be manufactured out of Israel in the applications for funding, in which case a notice should be provided to the IIA). This approval may be given only if we abide by all the provisions of the Innovation Law and related regulations. Ordinarily, as a condition to obtaining approval to manufacture outside Israel, we would be required to pay royalties at an increased rate (usually 1% in addition to the standard rate and increased royalties cap between 120% and 300% of the grants, depending on the manufacturing volume that is performed outside Israel).

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Know-How transfer limitation. The Innovation Law restricts the ability to transfer know-how funded by the IIA outside of Israel, including by way of a license to a non-Israeli entity. Transfer of IIA funded know-how outside of Israel requires prior approval of the IIA. The IIA approval to transfer know-how created, in whole or in part, in connection with an IIA-funded project to third party outside Israel is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the ratio between the aggregate IIA grants to the company’s aggregate investments in the project that was funded by these IIA grants, multiplied by the transaction consideration, taking into account depreciation mechanism, and less royalties already paid to the IIA. The regulations promulgated under the Innovation Law establish a maximum payment of the redemption fee paid to the IIA under the above mentioned formulas and differentiates between two situations: (i) in the event that the company sells its IIA funded know-how, in whole or in part, or is sold as part of an M&A transaction, and subsequently ceases to conduct business in Israel, the maximum redemption fee under the above mentioned formulas will be no more than six times the total grants received (plus accrued interest) for development of the know-how being transferred, or the entire amount received from the IIA, as applicable; (ii) in the event that following the transactions described above (i.e., asset sale of IIA funded know-how or transfer as part of an M&A transaction) the company undertakes to continue its R&D activity in Israel (for at least three years following such transfer and maintain at least 75% of its R&D staff employees it had for the six months before the know-how was transferred, while keeping the same scope of employment for such R&D staff), then the company is eligible for a reduced cap of the redemption fee of no more than three times the amounts received (plus accrued interest) for the applicable know-how being transferred, or the entire amount received from the IIA, as applicable. No assurance can be given that approval of any such transfer, if requested, will be granted and what will be the amount of the redemption fee payable.

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Licensing arrangements. Under the terms of the Innovation Law, licensing know how developed under the IIA programs outside of Israel, requires prior consent of IIA and payment of license fees to IIA, calculated in accordance with the licensing rules promulgated under the Innovation Law. The payment of the license fees does not discharge the company from the obligation to pay royalties or other payments due to IIA in accordance with Innovation Law.

Name	Age	Position
Eitan Oppenhaim (4)	59	Executive Chairman of the Board of Directors
Avi Cohen (1)(2) (4)	71	Director
Raanan Cohen (2)(3)	69	Director
Zehava Simon (1)(2)(3)(4)	66	Director
Sarit Sagiv (1)(2)	56	Director
Yaniv Garty (3)(4)	57	Director
Gabriel Waisman	54	President & CEO
Guy Kizner*	41	Chief Financial Officer
Shay Wolfling	53	Chief Technology Officer
Adrian S. Wilson	53	President of US subsidiary & General Manager Material Metrology Division
Effi Aboody	54	Corporate VP and General Manager Dimensional Metrology Division

As of December 31,		2022				2023				2024
Total Personnel			1,177				1,202				1,383
Located in Israel			505				516				586
Located abroad			672				686				797
In operations			280				287				293
In research and development			462				477				585
In global business			311				318				375
In general and administration			124				120				130

Name		Number of Ordinary Shares Beneficially Owned				Percentage of Ordinary Shares Beneficially Owned
FMR LLC (1)			2,655,264				9.07	%
Wasatch Advisors Inc. (2)			2,411,677				8.24	%
Menora Mivtachim Holdings Ltd. (3)			2,121,579			7.25		%
Migdal Insurance & Financial Holdings Ltd. (4)			2,286,687				7.81	%
Harel Insurance Investments & Financial Services Ltd. (5)			1,799,718				6.15	%

Tax Year	Development Region “A”	Other Areas within Israel
2011-2012	10%	15%
2013	7%	12.5%
2014-2016	9%	16%
2017 onwards*	7.5%	16%

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An individual citizen or resident of the U.S. (as determined under U.S. federal income tax rules);

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a corporation (or another entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust, if (a) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions; or (b) the trust has in effect a valid election in effect under applicable Treasury Regulations (as defined below) to be treated as a United States person.

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persons who own, directly, indirectly or constructively, 10% or more (by voting power or value) of our outstanding voting shares;

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persons who hold the ordinary shares as part of a hedging, straddle or conversion transaction;

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persons whose functional currency is not the U.S. dollar;

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persons who acquire their ordinary shares in a compensatory transaction;

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broker-dealers;

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insurance companies;

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regulated investment companies;

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real estate investment companies;

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qualified retirement plans, individual retirement accounts and other tax-deferred accounts;

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traders who elect to mark-to-market their securities;

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tax-exempt organizations;

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banks or other financial institutions;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to ordinary shares being taken into account in an applicable financial statement;

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U.S. expatriates and certain former citizens and long-term residents of the United States; and

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Persons subject to any alternative minimum tax.

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fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;

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furnishes an incorrect TIN;

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is notified by the IRS that it is subject to backup withholding because it has previously failed to properly report payments of interest or dividends; or

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fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the U.S. holder that it is subject to backup withholding.

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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

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provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

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provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

		2023				2024
Audit Fees			740,000				776,000
Tax Fees			26,000				23,000
Other Fees			25,000				172,000
Total			791,000				971,000