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Nova (NVMI) CEO trims stake with 2,966-share open-market sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NOVA LTD. CEO & President Gabriel Waisman reported an open-market sale of 2,966 ordinary shares on July 2, 2026 at $501.30 per share. After this transaction, he directly holds 28,714 ordinary shares. His position also includes multiple tranches of restricted share units that vest annually through 2030, each convertible into one ordinary share upon vesting and settlement. The sale represents a partial trim of his stake while maintaining a substantial ongoing equity interest in the company.

Positive

  • None.

Negative

  • None.
Insider Waisman Gabriel
Role CEO & President
Sold 2,966 shs ($1.49M)
Type Security Shares Price Value
Sale Ordinary Shares 2,966 $501.30 $1.49M
Holdings After Transaction: Ordinary Shares — 28,714 shares (Direct, null)
Footnotes (1)
  1. Includes 12,320 ordinary shares. 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. 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. 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. 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. 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.
Shares sold 2,966 shares Open-market sale on July 2, 2026
Sale price $501.30 per share Ordinary shares transaction price
Shares held after transaction 28,714 shares Direct ownership following sale
Ordinary shares included 12,320 shares Included in reported holdings
RSU grant vesting through 2026 1,500 RSUs Equal annual installments through 2026
RSU grants vesting 2027-2030 3,000; 2,964; 5,033; 3,897 RSUs Equal annual installments through 2027–2030
restricted share units ("RSUs") financial
"Includes 1,500 restricted share units ("RSUs") which shall vest in equal annual installments"
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
ordinary shares financial
"security_title: "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.
vesting financial
"RSUs which shall vest in equal annual installments through 2029"
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.
Form 4 regulatory
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
REHOVOT7632805
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
[NVMI]
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares07/02/202607/06/2026S2,966D$501.328,714(1)(2)(3)(4)(5)(6)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 12,320 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 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.
4. 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.
5. 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.
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.
/S/ Gabriel Waisman07/06/2026
** 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NOVA LTD. (NVMI) report in this Form 4?

NOVA LTD. reported an insider sale by its CEO. Gabriel Waisman sold 2,966 ordinary shares in an open-market transaction on July 2, 2026, at a price of $501.30 per share, as disclosed in the Form 4 filing.

How many NOVA LTD. (NVMI) shares does the CEO hold after the sale?

After the sale, the CEO holds 28,714 ordinary shares. This figure reflects his direct ownership position following the 2,966-share open-market sale, not including additional exposure through unvested restricted share units scheduled to vest over coming years.

At what price did the NOVA LTD. (NVMI) CEO sell his shares?

The shares were sold at $501.30 per share. Gabriel Waisman executed an open-market sale of 2,966 ordinary shares of NOVA LTD. at this reported transaction price, according to the Form 4 insider trading disclosure.

Does the NOVA LTD. (NVMI) CEO still have equity exposure after this Form 4 sale?

Yes, the CEO retains significant equity exposure. He directly holds 28,714 ordinary shares and has multiple restricted share unit grants that will vest annually through 2026, 2027, 2028, 2029, and 2030, each convertible into one ordinary share upon vesting.

What restricted share units (RSUs) are reported for NOVA LTD. (NVMI) CEO Gabriel Waisman?

The CEO holds several RSU awards with staged vesting. These include grants of 1,500, 3,000, 2,964, 5,033, and 3,897 RSUs, vesting in equal annual installments through 2026, 2027, 2028, 2029, and 2030, each representing one ordinary share upon vesting.

Was the NOVA LTD. (NVMI) CEO’s transaction a buy or a sell?

The transaction was a sale. The Form 4 identifies a code "S" transaction, described as an open-market or private sale, with 2,966 ordinary shares sold by CEO & President Gabriel Waisman at $501.30 per share.