What role does performance play in this NOVA LTD. share award to the CEO?

Performance is central to this award because the 3,000 shares came from a performance stock unit. That unit vested and settled only after a defined performance condition was achieved on June 1, 2026, linking the CEO’s equity compensation to company performance.

NOVA LTD. (NVMI) CEO granted 3,000 shares from performance stock unit vesting

Q: Is the 3,000-share NOVA LTD. transaction an open-market purchase or a grant?

The 3,000-share transaction is a grant-related acquisition, not an open-market purchase. The shares were issued upon settlement and vesting of a performance stock unit awarded under NOVA LTD.’s 2017 Share Incentive Plan after a specified performance condition was achieved.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

NOVA LTD. CEO and President Gabriel Waisman received 3,000 ordinary shares as a stock-based award. The shares were issued at no cash cost upon settlement and vesting of a performance stock unit granted under the company’s 2017 Share Incentive Plan after achievement of a performance condition on June 1, 2026.

Following this award, Waisman directly holds 24,624 ordinary shares, a figure that includes previously held shares and multiple tranches of restricted share units scheduled to vest annually through 2029, each RSU delivering one ordinary share upon vesting and settlement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Waisman Gabriel

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	3,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 24,624 shares (Direct, null)

Footnotes (1)

Includes 2,968 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 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. 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. 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. Represents 3,000 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 June 1, 2026.

Key Figures

Shares acquired: 3,000 shares Price per share: $0.0000 per share Post-transaction holdings: 24,624 shares +4 more

7 metrics

Shares acquired 3,000 shares Ordinary shares issued upon PSU vesting on June 1, 2026

Price per share $0.0000 per share Issue price for the 3,000 awarded shares

Post-transaction holdings 24,624 shares Total ordinary shares directly held after the award

RSUs through 2026 1,500 RSUs Vest in equal annual installments through 2026

RSUs through 2027 6,000 RSUs Vest in equal annual installments through 2027

RSUs through 2028 4,446 RSUs Vest in equal annual installments through 2028

RSUs through 2029 6,710 RSUs Vest in equal annual installments through 2029

Key Terms

performance stock unit, restricted share units, vest in equal annual installments, 2017 Share Incentive Plan

4 terms

performance stock unit financial

"Represents 3,000 ordinary shares issued upon settlement and vesting of a performance stock unit"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

vest in equal annual installments financial

"RSUs which shall vest in equal annual installments through 2029"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 02:37 PM

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)
06/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/01/2026		A		3,000	A	$0	24,624⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 2,968 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. Represents 3,000 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 June 1, 2026.

	/S/ Gabriel Waisman	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

NOVA LTD. reported that CEO Gabriel Waisman received 3,000 ordinary shares. These came from the vesting and settlement of a performance stock unit under the 2017 Share Incentive Plan after a performance condition was achieved on June 1, 2026.

Was cash paid for the 3,000 NOVA LTD. shares reported on this Form 4?

No cash was paid for these 3,000 NOVA LTD. shares. They were issued at a price of $0.0000 per share as stock-based compensation when a performance stock unit vested and settled upon meeting its performance condition.

How many NOVA LTD. shares does Gabriel Waisman hold after this transaction?

After this transaction, Gabriel Waisman directly holds 24,624 ordinary shares of NOVA LTD. This total includes existing shares and several tranches of restricted share units that will convert into ordinary shares as they vest annually through 2029.

What are the key RSU awards held by NOVA LTD. CEO Gabriel Waisman?

Gabriel Waisman holds several RSU awards, including 1,500 RSUs vesting through 2026, 6,000 RSUs vesting through 2027, 4,446 RSUs vesting through 2028, and 6,710 RSUs vesting through 2029, each RSU delivering one ordinary share upon vesting and settlement.