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  4. [Form 3] NOVA LTD. Initial Statement of Beneficial Ownership

Nova Ltd. (NVMI) director reports initial RSU-based Ordinary Share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nova Ltd. director Zehava Simon has filed an initial ownership report for Ordinary Shares of the company. The Form 3 lists several direct holdings, with visible position sizes such as 184, 454, 546, 827 and 852 Ordinary Shares as of the reporting date.

Footnotes explain that these positions represent ordinary shares issuable upon vesting and settlement of restricted share units granted on June 23, 2022, May 18, 2023, June 20, 2024 and June 18, 2025. For the 2022–2024 grants, 25% of the RSUs vest on each anniversary of the grant date, while the 2025 grant vests 100% on its first anniversary. The filing reflects compensation-related equity awards rather than new market purchases or sales.

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Insider Simon Zehava
Role Director
Type Security Shares Price Value
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 184 shares (Direct)
Footnotes (1)
  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 June 23, 2022, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date. 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 May 18, 2023, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date. 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 June 20, 2024, which vest in accordance with the following schedule: 25% of the RSUs will vest upon each anniversary of the grant date. 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 June 18, 2025, which vest in accordance with the following schedule: 100% of the RSUs will vest on the first anniversary of the grant date.
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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Simon Zehava
(Last)(First)(Middle)
P.O.B. 9153
(Street)
KFAR SHEMARYAHU469100
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares184D
Ordinary Shares(1)454D
Ordinary Shares(2)852D
Ordinary Shares(3)546D
Ordinary Shares(4)827D
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 ExercisableExpiration DateTitleAmount 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 June 23, 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 May 18, 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 June 20, 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 June 18, 2025, which vest in accordance with the following schedule: 100% of the RSUs will vest on the first anniversary of the grant date.
/S/ Zehava Simon03/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

The Form 3 shows Zehava Simon, a director of Nova Ltd., reporting initial beneficial ownership of several blocks of Ordinary Shares. These positions are tied to restricted share units (RSUs) that vest over time as part of her equity compensation.

Are there any buy or sell transactions in the NOVA LTD. (NVMI) Form 3?

No, the Form 3 does not show buy or sell transactions. It consists of holding entries only, indicating existing or issuable Ordinary Shares from RSU grants, rather than new open-market purchases or sales by the director.

How are Zehava Simon’s RSU awards for NOVA LTD. (NVMI) structured?

The RSU awards vest over time. For grants on June 23, 2022, May 18, 2023 and June 20, 2024, 25% of the RSUs vest on each anniversary of the grant date, creating a four-year vesting schedule.

What is unique about the 2025 RSU grant reported for NOVA LTD. (NVMI)?

The RSU grant dated June 18, 2025 vests differently from earlier awards. According to the disclosure, 100% of the RSUs from this grant vest on the first anniversary of the grant date, rather than vesting in annual 25% installments.

Does the NOVA LTD. (NVMI) Form 3 indicate indirect ownership or entity-held shares?

The entries in this Form 3 are reported as direct ownership of Ordinary Shares. The filing and footnotes describe RSUs granted to the reporting person and do not reference separate entities, trusts, or indirect voting or investment authority.

What do the footnotes in the NOVA LTD. (NVMI) Form 3 clarify about the shares?

The footnotes clarify that the reported Ordinary Shares are issuable upon vesting and settlement of RSUs granted on specified dates. They also detail vesting schedules, distinguishing between annual 25% vesting and a grant that vests fully after one year.