Nova (NVMI) director Sarit Sagiv reports multiple RSU-based share holdings

Rhea-AI Filing Summary

NOVA LTD. director Sarit Sagiv filed an initial ownership report on Form 3 showing direct holdings of ordinary shares tied to multiple restricted share unit (RSU) awards. The reported positions represent ordinary shares issuable upon vesting of RSUs granted on June 23, 2022, May 18, 2023, June 20, 2024 and June 18, 2025. The 2022, 2023 and 2024 RSU grants each vest in four equal annual installments of 25% on every anniversary of the grant date, while the 2025 grant vests 100% on its first anniversary. The filing does not show any buy or sell transactions, only these RSU-based holdings.

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^*

Sagiv Sarit

(Last) (First) (Middle)

11 MAX BROD ST.

(Street)

TEL AVIV 6962138

(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)

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

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	184	D
Ordinary Shares(1)	454	D
Ordinary Shares(2)	852	D
Ordinary Shares(3)	546	D
Ordinary Shares(4)	827	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 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/ Sarit Sagiv	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 Nova (NVMI) director Sarit Sagiv report on this Form 3?

The filing shows Sarit Sagiv’s initial ownership in NOVA LTD. through ordinary shares issuable from several RSU grants. These awards were granted between June 2022 and June 2025 and vest over time according to specified anniversary-based schedules.

Are there any share purchases or sales by Sarit Sagiv in this Nova (NVMI) Form 3?

No buy or sell transactions are reported. The Form 3 only lists holdings of ordinary shares underlying restricted share units, with buyCount and sellCount both at zero and all entries categorized as holding records rather than open-market trades or dispositions.

How do Sarit Sagiv’s 2022 and 2023 Nova (NVMI) RSU grants vest?

The RSUs granted on June 23, 2022 and May 18, 2023 each vest in four equal installments. According to the filing, 25% of the RSUs vest on every anniversary of the respective grant date until fully vested, creating a multi-year vesting schedule.

What is the vesting schedule for the 2024 Nova (NVMI) RSU grant to Sarit Sagiv?

The RSUs granted on June 20, 2024 follow the same pattern as earlier grants. The document states that 25% of these RSUs will vest upon each anniversary of the June 20, 2024 grant date, resulting in full vesting after four annual installments.

How is the 2025 RSU grant to Nova (NVMI) director Sarit Sagiv structured?

The RSUs granted on June 18, 2025 vest in a single cliff installment. The filing specifies that 100% of these restricted share units will vest on the first anniversary of the June 18, 2025 grant date, rather than vesting in multiple annual tranches.

Do the RSUs reported by Sarit Sagiv in Nova (NVMI) provide actual shares today?

The positions represent ordinary shares issuable in the future, not all currently outstanding shares. Each line reflects shares that will be delivered upon vesting and settlement of an equivalent number of RSUs, according to the anniversary-based vesting schedules described in the footnotes.