Nova Ltd. officer plans 3,864-share sale

Available on EDGAR 09/22/2026 - 06:24 AM EDT Accepted by SEC EDGAR 09/22/2026 - 06:24 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NOVA LTD. (NVMI) received a Rule 144 notice that officer Shay Wolfling plans to sell 3,864 ordinary shares through Oppenheimer & Co. Inc. on Nasdaq. The filing states an aggregate market value of $1,376,009.04 and 31,780,111 ordinary shares outstanding. The shares to be sold were issued upon vesting of RSUs in tranches of 5,000, 2,400, and 1,126 shares, for which no cash consideration was paid. The sales are to be made pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2026.

Key Figures

Shares planned for sale under Rule 144: 3,864 ordinary shares Aggregate market value of securities to be sold: $1,376,009.04 Ordinary shares outstanding: 31,780,111 shares +5 more

8 metrics

Shares planned for sale under Rule 144 3,864 ordinary shares Planned disposition by officer Shay Wolfling through Oppenheimer & Co. Inc.

Aggregate market value of securities to be sold $1,376,009.04 Value associated with the 3,864 ordinary shares covered by the notice

Ordinary shares outstanding 31,780,111 shares NOVA LTD. ordinary shares reported as outstanding in the Form 144

RSU vesting tranche 1 5,000 shares Ordinary shares issued on September 1, 2023 upon vesting of RSUs

RSU vesting tranche 2 2,400 shares Ordinary shares issued on September 1, 2024 upon vesting of RSUs

RSU vesting tranche 3 1,126 shares Ordinary shares issued on September 1, 2025 upon vesting of RSUs

Rule 10b5-1 plan adoption date June 12, 2026 Date the trading plan governing these sales was adopted

Date of Rule 144 notice September 21, 2026 Date the Form 144 notice was filed

Key Terms

Rule 144, Rule 10b5-1 trading plan, RSUs, Ordinary Shares

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Rule 10b5-1 trading plan regulatory

"The securities are being sold pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

RSUs financial

"Shares issued upon vesting of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Ordinary Shares financial

"Ordinary Shares | Oppenheimer & Co. Inc."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does NOVA LTD. (NVMI) disclose in this Form 144 filing?

The filing reports that officer Shay Wolfling intends to sell 3,864 ordinary shares of NOVA LTD. under Rule 144 through Oppenheimer & Co. Inc., citing an aggregate market value of $1,376,009.04 and 31,780,111 shares outstanding.

How many NOVA LTD. (NVMI) shares are covered by the planned Rule 144 sale?

The notice covers a planned sale of 3,864 ordinary shares of NOVA LTD. The filing associates these shares with an aggregate market value of $1,376,009.04 as referenced in the securities information section.

What is the source of the NOVA LTD. (NVMI) shares to be sold by Shay Wolfling?

The shares were issued upon vesting of RSUs in three tranches: 5,000 shares on September 1, 2023, 2,400 shares on September 1, 2024, and 1,126 shares on September 1, 2025, with no cash consideration paid for issuance.

Is the NOVA LTD. (NVMI) Form 144 sale under a Rule 10b5-1 trading plan?

Yes. The filing states that the securities are being sold pursuant to a Rule 10b5-1 trading plan that was adopted on June 12, 2026, providing a pre-arranged framework for executing the planned sales.

Which broker and market are involved in the NOVA LTD. (NVMI) Form 144 sale?

The filing lists Oppenheimer & Co. Inc. as the broker for the planned sale of 3,864 ordinary shares, with trading referenced on Nasdaq in the securities information section.

How many NOVA LTD. (NVMI) shares are reported as outstanding in the Form 144?

The securities information section reports 31,780,111 ordinary shares outstanding for NOVA LTD. as the context for the 3,864-share planned sale under Rule 144.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001961103
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NOVA LTD.
SEC File Number	000-30668
Address of Issuer	5 David Fikes St. Rehovot ISRAEL 7632805
Phone	972-73-229-5600
Name of Person for Whose Account the Securities are To Be Sold	Shay Wolfling
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary Shares	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	3864	1376009.04	31780111	09/21/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary Shares	09/01/2023	Shares issued upon vesting of RSUs	NOVA LTD.			5000	09/01/2023	No consideration, shares issued upon vesting of RSUs
Ordinary Shares	09/01/2024	Shares issued upon vesting of RSUs	NOVA LTD.			2400	09/01/2024	No consideration, shares issued upon vesting of RSUs
Ordinary Shares	09/01/2025	Shares issued upon vesting of RSUs	NOVA LTD.			1126	09/01/2025	No consideration, shares issued upon vesting of RSUs

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The securities are being sold pursuant to a Rule 10b5-1 trading plan adopted on 06/12/2026
Date of Notice	09/21/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	06/12/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Shay Wolfling By: /s/ Yohanan Azriel Title: Authorized Signatory, Oppenheimer Israel (pursuant to delegation)
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)