Nova CEO granted 7,056 shares in equity award

Waisman Gabriel reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/02/2026 - 11:41 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Waisman Gabriel reported acquisition or exercise transactions in this Form 4 filing.

NOVA LTD. CEO and President Gabriel Waisman received a grant of 7,056 ordinary shares on July 1, 2026 at no cost as part of his equity compensation. Following this award, he directly owns 31,680 ordinary shares, along with multiple restricted share units and performance stock units that vest annually through 2030 under the company’s 2017 Share Incentive Plan.

Insider Trade Summary

Grant/Award: 7,056 shares

Grant/Award 1 txn

Insider Waisman Gabriel

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	7,056	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 31,680 shares (Direct)

Holdings Before and After: Ordinary Shares, 24,624 to 31,680 shares (Direct)

Footnotes (8)

1. F1. Includes 5,968 ordinary shares.
2. F2. Includes 1,500 restricted share units ("RSUs") which shall vest in equal annual installments through 2026, 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 6,000 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.
4. F4. Includes 4,446 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.
5. F5. Includes 6,710 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.
6. F6. Includes 3,897 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.
7. F7. Represents 1,482 ordinary shares issued upon settlement and vesting of a performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan that vested and settled upon achievement of performance condition on July 1, 2026.
8. F8. Represents 1,677 ordinary shares issued upon settlement and vesting of a performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan that vested and settled upon achievement of performance condition on July 1, 2026.

Key Figures

Equity grant: 7,056 shares Post-grant holdings: 31,680 shares RSUs vesting through 2026: 1,500 RSUs +5 more

8 metrics

Equity grant 7,056 shares Ordinary shares granted on July 1, 2026

Post-grant holdings 31,680 shares Direct ordinary shares held after transaction

RSUs vesting through 2026 1,500 RSUs Vesting in equal annual installments through 2026

RSUs vesting through 2027 6,000 RSUs Vesting in equal annual installments through 2027

RSUs vesting through 2028 4,446 RSUs Vesting in equal annual installments through 2028

RSUs vesting through 2029 6,710 RSUs Vesting in equal annual installments through 2029

RSUs vesting through 2030 3,897 RSUs Vesting in equal annual installments through 2030

PSU settlements 1,482 & 1,677 shares Shares issued upon PSU vesting on July 1, 2026

Key Terms

restricted share units ("RSUs"), performance stock unit (PSU), 2017 Share Incentive Plan, Grant, award, or other acquisition

4 terms

restricted share units ("RSUs") financial

"Includes 1,500 restricted share units ("RSUs") which shall vest in equal annual installments through 2026"

performance stock unit (PSU) financial

"Represents 1,482 ordinary shares issued upon settlement and vesting of a performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan"

2017 Share Incentive Plan financial

"performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan that vested and settled upon achievement of performance condition"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

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

What insider transaction did NOVA LTD. (NVMI) report for Gabriel Waisman?

NOVA LTD. reported that CEO and President Gabriel Waisman received a grant of 7,056 ordinary shares on July 1, 2026. The award was priced at zero per share as part of his equity compensation package, rather than being an open-market purchase.

How many NOVA LTD. (NVMI) shares does Gabriel Waisman hold after this grant?

After the July 1, 2026 grant, Gabriel Waisman directly holds 31,680 ordinary shares of NOVA LTD. This figure reflects his updated beneficial ownership following the 7,056-share equity award reported in the Form 4 insider transaction disclosure.

Is the 7,056-share NOVA LTD. (NVMI) grant to Gabriel Waisman a market purchase?

No, the 7,056-share transaction is classified as a grant or award acquisition, not a market purchase. The shares were issued at a price of $0.0000 per share as part of Waisman’s equity-based compensation from NOVA LTD.

What restricted share units (RSUs) does NOVA LTD. (NVMI) CEO Gabriel Waisman hold?

Footnotes show Gabriel Waisman holds several RSU awards, including tranches of 1,500, 6,000, 4,446, 6,710 and 3,897 RSUs. These RSUs vest in equal annual installments through years ranging from 2026 to 2030, contingent on his continued service to NOVA LTD.

What performance stock units (PSUs) for NOVA LTD. (NVMI) vested on July 1, 2026?

Two PSU awards vested and settled on July 1, 2026, issuing 1,482 and 1,677 ordinary shares respectively. Both PSUs were granted under NOVA LTD.’s 2017 Share Incentive Plan and became shares upon achievement of specified performance conditions.

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

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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).

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^*

Waisman Gabriel

(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)
	CEO & President

2a. Foreign Trading Symbol
[NVMI]

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		A		7,056	A	$0	31,680(1)(2)(3)(4)(5)(6)(7)(8)	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 5,968 ordinary shares.

2. Includes 1,500 restricted share units ("RSUs") which shall vest in equal annual installments through 2026, 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 6,000 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.

4. Includes 4,446 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.

5. Includes 6,710 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.

6. Includes 3,897 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.

7. Represents 1,482 ordinary shares issued upon settlement and vesting of a performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan that vested and settled upon achievement of performance condition on July 1, 2026.

8. Represents 1,677 ordinary shares issued upon settlement and vesting of a performance stock unit (PSU) granted under the Issuer's 2017 Share Incentive Plan that vested and settled upon achievement of performance condition on July 1, 2026.

	/S/ Gabriel Waisman	07/02/2026
	** 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)