Nova director sells 426 shares at $514.49

NOVA LTD. director Yaniv Garty completed an open-market sale of 426 ordinary shares at $514.49 per share.

Accepted by SEC EDGAR 05/20/2026 - 12:14 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NOVA LTD. director Yaniv Garty completed an open-market sale of 426 ordinary shares at $514.49 per share. After this sale, he directly holds 2,038 ordinary shares. His position also includes multiple restricted share unit awards that vest annually through 2028 and one grant vesting on June 18, 2026.

Insider Trade Summary 10b5-1

Net Seller: 426 shares

Net Sell 1 txn

Insider Garty Yaniv

Role Director

Sold 426 shs ($219K)

Share of Position Sold 17.3%

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	426	$514.49	$219K

Holdings After Transaction: Ordinary Shares — 2,038 shares (Direct)

Holdings Before and After: Ordinary Shares, 2,464 to 2,038 shares (Direct)

Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (5)

1. F1. Includes 184 ordinary shares.
2. F2. Includes 55 restricted share units ("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 426 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 546 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 827 RSUs which 100% vest on June 18, 2026, 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.

Key Figures

Shares sold: 426 shares Sale price: $514.49 per share Shares held after sale: 2,038 shares +5 more

8 metrics

Shares sold 426 shares Open-market sale of ordinary shares on May 18, 2026

Sale price $514.49 per share Price for the 426 ordinary shares sold

Shares held after sale 2,038 shares Direct ordinary share holdings following the transaction

RSUs vesting through 2027 55 RSUs Vest in equal annual installments through 2027, service-based

RSUs vesting through 2027 426 RSUs Vest in equal annual installments through 2027, service-based

RSUs vesting through 2028 546 RSUs Vest in equal annual installments through 2028, service-based

RSUs vesting June 18, 2026 827 RSUs 100% vest on June 18, 2026, subject to continued service

Included ordinary shares 184 shares Footnote indicates 184 ordinary shares included in total

Key Terms

open-market sale, restricted share units ("RSUs"), vesting, ordinary shares, +1 more

5 terms

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.

restricted share units ("RSUs") financial

"Includes 55 restricted share units ("RSUs") which shall vest in equal annual installments"

vesting financial

"which shall vest in equal annual installments through 2027, subject to the Reporting Person's provision of service"

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 184 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.

settlement financial

"Each RSU represents the right to receive one ordinary share upon vesting and settlement."

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

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

What insider transaction did NOVA LTD. (NVMI) report for Yaniv Garty?

NOVA LTD. reported that director Yaniv Garty executed an open-market sale of 426 ordinary shares at a price of $514.49 per share. This transaction reduced his directly held ordinary shares while leaving his existing restricted share unit awards unchanged.

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

After the reported transaction, Yaniv Garty directly holds 2,038 ordinary shares of NOVA LTD. This figure reflects the position following the 426-share open-market sale and is separate from his outstanding restricted share units scheduled to vest in future years.

What type of Form 4 transaction did NOVA LTD. (NVMI) disclose for Yaniv Garty?

The Form 4 shows a transaction coded “S,” indicating an open-market or private sale of non-derivative ordinary shares. Specifically, the director sold 426 ordinary shares at $514.49 per share, classified as a direct ownership transaction in the filing.

What restricted share units (RSUs) does Yaniv Garty have related to NOVA LTD. (NVMI)?

The filing notes several RSU awards for Yaniv Garty that settle into one ordinary share each upon vesting. These include blocks vesting in equal annual installments through 2027 and 2028, plus 827 RSUs that fully vest on June 18, 2026, subject to continued service.

Are Yaniv Garty’s NOVA LTD. (NVMI) RSUs subject to service conditions?

Yes. Each RSU award vests only if Yaniv Garty continues providing service to NOVA LTD. through the relevant vesting dates. Upon vesting and settlement, each restricted share unit converts into one ordinary share of the company, increasing his share ownership at that time.

Did the NOVA LTD. (NVMI) Form 4 include any derivative securities exercises?

No derivative exercises were reported in this Form 4. The transaction summary shows no option or other derivative exercises, with all activity limited to a single open-market sale of 426 ordinary shares and separate disclosure of unexercised RSU awards vesting in future years.

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).

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^*

Garty Yaniv

(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)

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

2a. Foreign Trading Symbol
[NVMI]

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026	05/19/2026	S		426	D	$514.49	2,038(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 184 ordinary shares.

2. Includes 55 restricted share units ("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 426 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 546 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 827 RSUs which 100% vest on June 18, 2026, 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.

	/S/ Yaniv Garty	05/20/2026
	** 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)