Waisman Gabriel 4

What Happened Gabriel Waisman, CEO & President of NOVA Ltd. (NVMI), acquired 3,000 ordinary shares on June 1, 2026. The Form 4 records this as an award/acquisition (code A) at $0.00 per share. Footnote F6 explains these shares were issued upon settlement and vesting of a performance stock unit (PSU) under the company's 2017 Share Incentive Plan after the applicable performance condition was met. This was an equity award settlement rather than an open‑market purchase or sale.

Key Details

• Transaction date and filing: Acquired June 1, 2026; Form 4 filed June 2, 2026 (timely).
• Transaction reported: 3,000 ordinary shares @ $0.00 (award/settlement, code A); reported acquisition value $0.00.
• Shares owned after transaction (per footnotes): 5,968 ordinary shares (2,968 prior ordinary + 3,000 issued upon PSU settlement) and 18,656 RSUs outstanding (1,500; 6,000; 4,446; 6,710 across staggered vesting schedules) — total beneficial interest shown: 24,624 shares/units.
• Notable footnotes:
  • F6: 3,000 ordinary shares issued on PSU settlement upon achieving performance condition (June 1, 2026).
  • F1–F5: breakdown of existing ordinary shares and multiple RSU grants with staggered vesting through 2026–2029.
• No sale, cashless exercise, tax withholding, 10b5-1 plan, or late-filing indication reported in this Form 4.

Context PSUs vest based on performance targets and convert to shares when conditions are met; RSUs vest over time and represent a right to receive shares upon vesting. Equity awards are a common form of executive compensation and increase an insider’s stake, but they are compensation events rather than market purchases and do not by themselves indicate the insider bought or sold stock in the open market.