Nova CEO sells 1,500 shares at $342.27

Rhea-AI Filing Summary

NOVA LTD. (NVMI) reports that CEO & President Gabriel Waisman sold 1,500 ordinary shares on September 1, 2026 at $342.27 per share in an open-market or private transaction made under a Rule 10b5-1 trading plan. Following this sale, he holds 27,214 ordinary shares directly, including 12,320 currently held shares and 14,894 Restricted Stock Units (RSUs) scheduled to vest in equal annual installments through 2030, each RSU representing one ordinary share upon vesting and settlement.

Insider Trade Summary 10b5-1

Net Seller: 1,500 shares

Net Sell 1 txn

Insider Waisman Gabriel

Role CEO & President

Sold 1,500 shs ($513K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1, F2, F3, F4, F5	1,500	$342.27	$513K

Holdings After Transaction: Ordinary Shares — 27,214 shares (Direct)

Footnotes (5)

1. F1. Includes 12,320 ordinary shares.
2. F2. Includes 3,000 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.
3. F3. Includes 2,964 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 5,033 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 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.

Key Figures

Shares sold: 1,500 shares Sale price per share: $342.27 per share Shares held after transaction (including RSUs): 27,214 shares +3 more

6 metrics

Shares sold 1,500 shares Ordinary shares sold on September 1, 2026 by the CEO

Sale price per share $342.27 per share Price reported for the 1,500 ordinary shares sold

Shares held after transaction (including RSUs) 27,214 shares Direct holdings of the CEO following the reported sale

Currently held ordinary shares (non-RSU) 12,320 shares Component of post-transaction holdings not including RSUs

Total RSUs outstanding 14,894 RSUs RSUs vesting in equal annual installments through 2027, 2028, 2029 and 2030

Rule 10b5-1 plan status Affirmed The filing indicates transactions were made under a Rule 10b5-1 plan

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units (RSUs), vest in equal annual installments, ordinary shares

4 terms

Rule 10b5-1 trading plan regulatory

"transactions were made 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 (RSUs) financial

"Includes 3,000 RSUs which shall vest in equal annual installments"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

vest in equal annual installments financial

"RSUs which shall vest in equal annual installments through 2027"

ordinary shares financial

"Each RSU represents the right to receive one ordinary share"

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

What insider transaction did NVMI’s CEO report on this Form 4?

Gabriel Waisman, CEO & President of NOVA LTD. (NVMI), reported selling 1,500 ordinary shares on September 1, 2026 at $342.27 per share in a sale characterized as an open-market or private transaction.

How many NVMI shares does the CEO hold after this reported sale?

After the sale, Gabriel Waisman directly holds 27,214 ordinary shares of NOVA LTD., consisting of 12,320 currently held shares plus 14,894 RSUs that may convert into shares upon future vesting and settlement.

Was the NVMI CEO’s September 1, 2026 share sale under a Rule 10b5-1 plan?

Yes. The filing affirms that the reported transactions were made under a Rule 10b5-1 trading plan, indicating they were executed pursuant to a pre-arranged trading arrangement rather than discretionary timing.

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

The 1,500 ordinary shares of NOVA LTD. sold by the CEO on September 1, 2026 were reported at a price of $342.27 per share, with the price stated on a per-share basis.

What RSU awards related to NVMI does the CEO currently hold?

Post-transaction holdings include 14,894 RSUs, made up of awards of 3,000, 2,964, 5,033 and 3,897 RSUs that vest in equal annual installments through 2027, 2028, 2029 and 2030, respectively. Each RSU represents the right to receive one ordinary share upon vesting.

What is the combined size of the NVMI CEO’s RSU positions vesting after 2027?

Beyond 2027, the CEO’s reported RSU holdings include 2,964 RSUs vesting through 2028, 5,033 RSUs vesting through 2029, and 3,897 RSUs vesting through 2030, each potentially settling into one ordinary share upon vesting.

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Available on EDGAR 09/02/2026 - 04:25 PM Accepted by SEC EDGAR 09/02/2026 - 04:25 PM 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^*

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)
09/01/2026

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	09/01/2026	09/02/2026	S		1,500	D	$342.27	27,214(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 12,320 ordinary shares.

2. Includes 3,000 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.

3. Includes 2,964 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 5,033 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 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.

	/S/ Gabriel Waisman	09/02/2026
	** 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)