Novanta (NOVT) CEO granted 26,035 RSUs, exercises awards and withholds shares for taxes

Rhea-AI Filing Summary

Novanta Inc. Chief Executive Officer Matthijs Glastra reported multiple equity transactions involving company stock on February 20, 2026. He received a grant of 26,035 Restricted Stock Units (RSUs), each representing one Novanta common share upon vesting. On the same date, he exercised 5,322 RSUs, converting them into 5,322 shares of common stock, and disposed of 2,574 common shares to satisfy tax obligations at a price of $145.96 per share. After these transactions, he directly owned 64,156 common shares and 10,645 RSUs, and indirectly held 54,382 common shares through the Matthijs Glastra 2021 Irrevocable Trust. The new RSU grant vests in three equal installments on February 20, 2027, February 20, 2028, and February 20, 2029.

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

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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^*

Glastra Matthijs

(Last) (First) (Middle)

C/O NOVANTA INC.

125 MIDDLESEX TURNPIKE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVANTA INC [ NOVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/20/2026		M		5,322	A	(1)	66,730	D
Common Stock	02/20/2026		F		2,574	D	$145.96	64,156	D
Common Stock								54,382	I	Matthijs Glastra 2021 Irrevocable Trust

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
Restricted Stock Units	(1)	02/20/2026		A		26,035		(2)	(2)	Common Stock	26,035	$0	26,035	D
Restricted Stock Units	(1)	02/20/2026		M			5,322	(3)	(3)	Common Stock	5,322	(1)	10,645	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive one Novanta Inc. common share upon vesting of such Restricted Stock Unit.

2. The Restricted Stock Units vest in three equal installments on February 20, 2027, February 20, 2028, and February 20, 2029.

3. The Restricted Stock Units vest in three equal installments on February 20, 2026, February 20, 2027 and February 20, 2028.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did Novanta (NOVT) CEO Matthijs Glastra receive?

Novanta CEO Matthijs Glastra received a grant of 26,035 Restricted Stock Units (RSUs). Each RSU represents the right to receive one Novanta common share upon vesting, increasing his potential future ownership in the company subject to vesting conditions over time.

How do the new RSUs for Novanta (NOVT) CEO vest over time?

The new Restricted Stock Units for Novanta’s CEO vest in three equal installments. They vest on February 20, 2027, February 20, 2028, and February 20, 2029, meaning the award becomes fully vested over a three-year period.

What RSU exercise did the Novanta (NOVT) CEO report on February 20, 2026?

On February 20, 2026, the CEO exercised 5,322 Restricted Stock Units, converting them into 5,322 shares of Novanta common stock. This transaction reflects a derivative exercise or conversion rather than an open-market stock purchase.

Why did the Novanta (NOVT) CEO dispose of 2,574 shares of common stock?

The CEO disposed of 2,574 common shares at $145.96 per share to cover tax obligations. This disposition is reported with transaction code F, which indicates payment of exercise price or tax liability by delivering securities, not a discretionary market sale.

What is the Novanta (NOVT) CEO’s direct stock and RSU holding after these transactions?

After the reported transactions, the CEO directly held 64,156 shares of Novanta common stock and 10,645 Restricted Stock Units. These positions reflect his updated direct ownership and unvested equity awards in the company following the grant, exercise, and tax disposition.

Does the Novanta (NOVT) CEO hold any shares indirectly through a trust?

Yes. In addition to his direct holdings, the CEO indirectly held 54,382 shares of Novanta common stock through the Matthijs Glastra 2021 Irrevocable Trust. This trust ownership is reported as indirect beneficial ownership on the Form 4.