NVMI Form 144: Insider plans $509K share sale on June 25 2025

Rhea-AI Filing Summary

Nova Ltd. (ticker NVMI) has filed a Form 144 with the U.S. Securities and Exchange Commission disclosing a planned sale of 2,051 ordinary shares. The shares will be sold through Oppenheimer & Co. Inc. on or about 25 June 2025 on the Nasdaq exchange. The filing assigns an aggregate market value of approximately US$509,714 to the proposed transaction, implying a reference price of roughly $248/share. Nova reports a total of 29,278,401 shares outstanding, so the planned sale represents only about 0.007 % of the float.

The seller previously disposed of 1,000 ordinary shares on 11 June 2025 for gross proceeds of US$235,000, indicating recent activity under Rule 144. Acquisition data show the shares originated from restricted stock unit (RSU) grants dated 31 Oct 2018 (730 sh), 6 Nov 2019 (664 sh) and 11 Nov 2020 (867 sh). No cash consideration or gifting was involved in the original awards.

The notice includes the standard representation that the seller is not in possession of undisclosed material adverse information. No Rule 10b5-1 plan date is provided, and no remarks were added by the filer.

For investors, the filing signals a modest insider monetisation event but, given its de-minimis size relative to the total share count, it is unlikely to have a material impact on Nova’s share-price dynamics.

Positive

• None.

Negative

• Insider intends to sell 2,051 shares worth US$509,714, following a 1,000-share sale earlier in the quarter, signalling insider monetisation albeit at a very small scale.

Insights

Securities Analyst

TL;DR: Small insider sale (0.007 %) via Form 144; little fundamental impact expected.

The proposed 2,051-share sale, valued at roughly US$510k, is negligible against Nova’s 29.3 million shares outstanding. Insider sales can flag sentiment shifts, yet the fractional size suggests routine liquidity rather than a strategic signal. The price implied (~US$248) aligns with recent trading ranges, indicating no discounting pressure. Combined with the earlier 1,000-share sale, the insider has monetised about US$744k in Q2 2025—still immaterial at the corporate level. Absent accompanying negative disclosures or a 10b5-1 plan, the filing is best viewed as neutral housekeeping.

Corporate Governance Expert

TL;DR: Governance-neutral filing; transparency maintained, no red flags.

Form 144 filings enhance disclosure around insider intent. Nova’s notice lists all RSU source grants, sale history, broker details, and confirms no undisclosed adverse information. The absence of a 10b5-1 plan date implies discretionary timing, but volume is too small to raise governance concerns. Overall, the company meets compliance norms, and the transaction should not trigger proxy or board-level scrutiny.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	2051	509714.52	29278401	06/25/2025	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	10/31/2018	Restricted Stock Units	Issuer			730	10/31/2018	N/A
Ordinary	11/06/2019	Restricted Stock Units	Issuer			664	11/06/2016	N/A
Ordinary	11/11/2020	Restricted Stock Units	Issuer			867	11/11/2020	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Kizner Guy 5 DAVID FIKES STREET REHOVOT L3 7610201	Ordinary	06/11/2025	1000	235000.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Nova (NVMI) shares are being sold under the Form 144 filing?

2,051 ordinary shares are slated for sale.

What is the market value of the planned NVMI insider sale?

The filing lists an aggregate market value of approximately US$509,714.

When is the approximate sale date for the NVMI shares?

The shares are expected to be sold on or about 25 June 2025.

What proportion of Nova’s outstanding shares does the sale represent?

Only about 0.007 % of the 29,278,401 shares outstanding.

Which broker is handling the NVMI share sale disclosed in Form 144?

The broker of record is Oppenheimer & Co. Inc.