Nova (NVMI) CTO reports initial ordinary share holdings

Rhea-AI Filing Summary

NOVA LTD. filed a Form 3 showing CTO Shay Wolfing’s initial ownership in the company’s ordinary shares. The filing lists several direct holdings of ordinary shares, including one line with 17,714 shares, along with additional smaller blocks reported separately.

The footnotes explain that Wolfing has been granted restricted share units (RSUs) in 2022, 2023, 2024, and 2025. For each grant, 25% of the RSUs vest on every anniversary of the September 1 grant date, meaning the underlying ordinary shares are delivered gradually over four years.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wolfing Shay

(Last) (First) (Middle)

5 DAVID FIKES ST.

(Street)

REHOVOT 7632805

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NOVA LTD. [ NVMI ]

3a. Foreign Trading Symbol
[NVMI]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CTO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	17,714	D
Ordinary Shares(1)	1,250	D
Ordinary Shares(2)	1,600	D
Ordinary Shares(3)	1,686	D
Ordinary Shares(4)	1,764	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents ordinary shares issuable upon vesting and settlement of an equivalent number of restricted share units (RSUs) granted to the Reporting Person by the Issuer on September 1, 2022, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date.

2. Represents ordinary shares issuable upon vesting and settlement of an equivalent number of restricted share units (RSUs) granted to the Reporting Person by the Issuer on September 1, 2023, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date.

3. Represents ordinary shares issuable upon vesting and settlement of an equivalent number of restricted share units (RSUs) granted to the Reporting Person by the Issuer on September 1, 2024, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date.

4. Represents ordinary shares issuable upon vesting and settlement of an equivalent number of restricted share units (RSUs) granted to the Reporting Person by the Issuer on September 1, 2025, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date.

	/S/ Shay Wolfling	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Shay Wolfing’s Form 3 filing for NOVA LTD. (NVMI) show?

The Form 3 shows CTO Shay Wolfing’s initial holdings of ordinary shares in NOVA LTD., including a block of 17,714 shares and several additional smaller positions reported as directly owned.

Are there any buy or sell transactions in Shay Wolfing’s NOVA (NVMI) Form 3?

The Form 3 does not report buy or sell transactions. It is an initial statement of beneficial ownership listing existing ordinary share holdings and related RSU-based positions, rather than new market purchases or sales.

What RSU grants to Shay Wolfing are disclosed for NOVA LTD. (NVMI)?

The filing discloses restricted share units (RSUs) granted on September 1 in 2022, 2023, 2024, and 2025. Each grant represents ordinary shares that will be issued as the RSUs vest over time.

How do Shay Wolfing’s RSUs in NOVA LTD. (NVMI) vest over time?

Each RSU grant vests in 25% increments on every anniversary of the September 1 grant date. Over four years, 100% of each annual RSU grant converts into ordinary shares upon vesting and settlement.

Does Shay Wolfing hold NOVA LTD. (NVMI) shares directly or indirectly?

The entries in the Form 3 identify Wolfing’s ownership as direct. The ordinary shares and RSUs referenced are reported without any indication of indirect ownership through separate entities or trusts in the provided data.