Nova CTO sells 3,864 shares at $363.28 each

NOVA LTD.’s CTO reported a Rule 10b5-1-planned sale of 3,864 shares and now holds 21,409 ordinary-share equivalents, including multiple RSU grants vesting through 2030.

Rhea-AI Filing Summary

NOVA LTD. (NVMI) reported that its Chief Technology Officer, Shay Wolfing, sold 3,864 ordinary shares on September 21, 2026 at $363.28 per share in an open-market or private transaction under a Rule 10b5-1 trading plan. After this sale, Wolfing holds 21,409 ordinary-share equivalents, including 16,903 ordinary shares and 4,506 RSUs that are scheduled to vest in equal annual installments through 2030, subject to continued service.

Insider Trade Summary 10b5-1

Net Seller: 3,864 shares

Net Sell 1 txn

Insider Wolfing Shay

Role CTO

Sold 3,864 shs ($1.40M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1, F2, F3, F4, F5	3,864	$363.28	$1.40M

Holdings After Transaction: Ordinary Shares — 21,409 shares (Direct)

Footnotes (5)

1. F1. Includes 16,903 ordinary shares.
2. F2. Includes 800 RSUs which shall vest in equal annual installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
3. F3. Includes 1,124 RSUs which shall vest in equal annual installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
4. F4. Includes 1,323 RSUs which shall vest in equal annual installments through 2029, the first anniversary of grant, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
5. F5. Includes 1,259 RSUs which shall vest in equal annual installments through 2030, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

Key Figures

Shares sold: 3,864 shares Sale price per share: $363.28 per share Holdings after transaction: 21,409 ordinary-share equivalents +5 more

8 metrics

Shares sold 3,864 shares Ordinary shares sold on September 21, 2026

Sale price per share $363.28 per share Price received for the 3,864 ordinary shares sold

Holdings after transaction 21,409 ordinary-share equivalents Total reported holdings after the sale

Ordinary shares held 16,903 shares Portion of post-transaction holdings that are ordinary shares

Total RSUs held 4,506 RSUs RSUs included in post-transaction holdings

RSUs vesting through 2027 800 RSUs Vesting in equal annual installments through 2027, subject to service

RSUs vesting through 2028 1,124 RSUs Vesting in equal annual installments through 2028, subject to service

RSUs vesting through 2030 1,259 RSUs Vesting in equal annual installments through 2030, subject to service

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, vesting, ordinary shares

4 terms

Rule 10b5-1 trading plan regulatory

"The transaction was executed under a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units financial

"Includes 800 RSUs which shall vest in equal annual installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting financial

"RSUs which shall vest in equal annual installments through 2030"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

ordinary shares financial

"Includes 16,903 ordinary shares."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NVMI report for CTO Shay Wolfing?

NOVA LTD. reported that CTO Shay Wolfing sold 3,864 ordinary shares on September 21, 2026 at $363.28 per share in a sale categorized as an open-market or private transaction under a Rule 10b5-1 trading plan.

How many NVMI shares does the CTO hold after the reported sale?

After the sale, CTO Shay Wolfing holds 21,409 ordinary-share equivalents, consisting of 16,903 ordinary shares plus 4,506 RSUs that may convert into ordinary shares as they vest.

Was the NVMI insider sale made under a Rule 10b5-1 plan?

Yes. The filing affirms that the reported transaction was made under a Rule 10b5-1 trading plan, indicating it was executed pursuant to a pre-arranged trading arrangement rather than at the insider’s discretion at the time of sale.

What price did the NVMI CTO receive for the sold shares?

CTO Shay Wolfing sold 3,864 ordinary shares of NOVA LTD. at a price of $363.28 per share. The transaction is identified as a sale in an open-market or private transaction.

What RSU holdings does the NVMI CTO have and when do they vest?

Post-transaction, Shay Wolfing’s holdings include RSUs totaling 4,506 units: 800 vesting through 2027, 1,124 through 2028, 1,323 through 2029, and 1,259 through 2030, each vesting in equal annual installments subject to continued service.

How many NOVA LTD. ordinary shares versus RSUs does the CTO own?

Following the sale, the CTO’s position comprises 16,903 ordinary shares and 4,506 RSUs. Each RSU represents the right to receive one ordinary share upon vesting and settlement, assuming the service condition is met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 09:05 AM Accepted by SEC EDGAR 09/22/2026 - 09:04 AM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wolfing Shay

(Last) (First) (Middle)

5 DAVID FIKES ST.

(Street)

REHOVOT 7632805

(City) (State) (Zip)

ISRAEL

(Country)

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

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

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

2a. Foreign Trading Symbol
[NVMI]

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/21/2026		S		3,864	D	$363.28	21,409(1)(2)(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 16,903 ordinary shares.

2. Includes 800 RSUs which shall vest in equal annual installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

3. Includes 1,124 RSUs which shall vest in equal annual installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

4. Includes 1,323 RSUs which shall vest in equal annual installments through 2029, the first anniversary of grant, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

5. Includes 1,259 RSUs which shall vest in equal annual installments through 2030, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

	/S/ Shay Wolfling	09/22/2026
	** 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 4 (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 4: SEC 1474 (03-26)