[144] NOVA LTD. SEC Filing

Rhea-AI Filing Summary

NOVA Ltd. (NVMI) filed a Form 144 reporting a proposed sale of 1,500 ordinary shares through Oppenheimer & Co. on Nasdaq with an aggregate market value of $439,650. The filing lists total outstanding shares of 29,278,401. The securities to be sold were acquired as restricted stock units on four dates in 2021–2023 totaling 1,910 shares (520, 514, 570, 306). The filer also disclosed a prior sale on 06/25/2025 of 2,051 shares for gross proceeds of $523,005. The notice includes the seller's representation that no undisclosed material adverse information is known.

Positive

• Form 144 filed showing compliance with Rule 144 disclosure requirements
• Securities acquired as RSUs, indicating standard compensation-related holdings

Negative

• Insider sale activity: prior sale of 2,051 shares and proposed sale of 1,500 shares
• No 10b5-1 plan date provided in the filing, so the sale is not identified as prearranged

Insights

Financial Analyst

TL;DR: Insider selling activity is evident, but amounts are small relative to total outstanding shares.

The proposed sale of 1,500 shares and the recent sale of 2,051 shares indicate insider liquidity rather than an operational update. Combined recent transactions represent a small fraction of the 29.28 million outstanding shares (approximately 0.0127%). The securities were originally issued as restricted stock units between 2021 and 2023, suggesting standard vesting-related dispositions. There is no earnings, guidance, or other financial data in this filing to assess company performance.

Corporate Governance Expert

TL;DR: Filing meets disclosure requirements but signals insider sales that investors may note for stewardship context.

The Form 144 provides required disclosure under Rule 144 for proposed sales and documents prior sales. The signature representation about lack of undisclosed material information is standard. No mention of a Rule 10b5-1 trading plan adoption date is provided, so the sale appears to be a standard Form 144 notice without a stated prearranged plan. From a governance perspective, this is routine insider activity rather than a governance event.

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	1500	439650.00	29278401	09/15/2025	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	02/14/2023	Restricted Stock Units	Issuer			520	02/14/2023	N/A
Ordinary	11/03/2021	Restricted Stock Units	Issuer			514	11/03/2021	N/A
Ordinary	02/23/2022	Restricted Stock Units	Issuer			570	02/23/2022	N/A
Ordinary	11/02/2022	Restricted Stock Units	Issuer			306	11/02/2022	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
Guy Kizner 5 DAVID FIKES STREET Rehovot L3 7610201	Ordinary	06/25/2025	2051	523005.00

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

What does NVMI's Form 144 announce?

The Form 144 reports a proposed sale of 1,500 ordinary shares on 09/15/2025 via Oppenheimer on Nasdaq with an aggregate market value of $439,650.

How many NVMI shares are outstanding according to the filing?

The filing lists 29,278,401 shares outstanding.

Were the securities acquired as purchases or compensation for NVMI?

The securities were acquired as Restricted Stock Units (RSUs) on dates in 2021–2023 totaling 1,910 shares.

Has the filer recently sold NVMI shares?

Yes. The filer disclosed a sale on 06/25/2025 of 2,051 shares for gross proceeds of $523,005.

Does the Form 144 indicate a Rule 10b5-1 trading plan?

No. The filing does not provide a plan adoption date or indicate reliance on a Rule 10b5-1 plan.