Nova Ltd. insider plans $372K stock sale under Rule 144 filing

Rhea-AI Filing Summary

NOVA Ltd. (NVMI) has filed a Form 144 indicating a planned sale of insider shares. The filing covers 1,390 ordinary shares to be sold through Oppenheimer & Co. on or after 30 June 2025. At the stated aggregate market value of $372,019.60, the implied per-share price is approximately $267. The company reports 29.28 million shares outstanding, so the proposed sale represents roughly 0.005 % of total shares—an immaterial fraction in ownership terms.

The seller—identified in the past-three-month sales table as Simon Zehava—has already sold 855 shares over the previous week (24 & 26 June 2025) for combined gross proceeds of $221,040. The shares being sold were originally acquired on 25 June 2020 as Restricted Stock Units issued by NOVA. No cash consideration or 10b5-1 plan details are disclosed in the filing.

Because Form 144 is a notice rather than a completed transaction, the sale may or may not be executed depending on market conditions. Given the very small size relative to the float and the absence of material adverse information in the filing, the event is unlikely to have a meaningful impact on NOVA’s share price or fundamentals.

Positive

• Sale size is immaterial—only 0.005 % of shares outstanding, unlikely to dilute or pressure the stock.
• Full regulatory compliance via timely Form 144 filing enhances transparency for investors.

Negative

• Continued insider selling (1,390 planned plus 855 recently sold) may raise minor sentiment concerns despite small volume.

Insights

Equity Analyst

TL;DR: Minor insider sale (<0.01% float) is routine; negligible impact on NVMI valuation.

The proposed disposition of 1,390 shares—worth about $0.37 million—represents only 0.005 % of NOVA’s outstanding equity. Insider activity of this scale is common for liquidity or tax purposes and rarely shifts market sentiment. Historical sales of 855 shares in the prior week suggest a staggered liquidation pattern, yet volumes remain trivial versus ADV and float. I view the filing as informational rather than a catalyst; core investment thesis around NOVA’s metrology leadership and cyclical semi-cap demand remains unchanged.

Corporate Governance Specialist

TL;DR: Filing signals compliance transparency; no red flags, minimal governance concern.

Form 144 disclosure complies with Rule 144 requirements, confirming the insider’s intent and attestation of no undisclosed adverse information. The lack of a 10b5-1 plan date implies discretionary timing, but the small stake mitigates governance risk. Absent simultaneous large-scale sales by multiple insiders, I assess the event as non-impactful for shareholders.

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	1390	372019.60	29278401	06/30/2025	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	06/25/2020	Restricted Stock Units	Issuer			1390	06/25/2020	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
Simon Zehava 5 DAVID FIKES STREET REHOVOT L3 7610201	Ordinary	06/24/2025	135	32400.00
Simon Zehava 5 DAVID FIKES STREET REHOVOT L3 7610201	Ordinary	06/26/2025	720	188640.00

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 NVMI shares are being sold under this Form 144?

The filing covers 1,390 ordinary shares.

What is the expected market value of the shares to be sold?

Aggregate market value is $372,019.60, or about $267 per share.

What percentage of Nova Ltd.'s shares does the sale represent?

Approximately 0.005 % of the 29.28 million shares outstanding.

When can the insider begin selling the shares?

The approximate sale start date is 30 June 2025.

Has the same insider sold NVMI shares recently?

Yes, 855 shares were sold on 24 & 26 June 2025 for total proceeds of $221,040.

Does the filing mention a Rule 10b5-1 trading plan?

No date for a 10b5-1 plan is provided, suggesting discretionary sale timing.