Novanta (NOVT) Co-COO nets shares after performance unit vesting

Rhea-AI Filing Summary

Novanta Inc Co-Chief Operating Officer Charles Guy Ravetto Jr reported equity award activity involving Performance Stock Units and common shares. On February 19, 2026, he exercised 722 Performance Stock Units at $0.00 per unit, converting them into 722 common shares.

The filing also shows a tax-withholding disposition of 251 common shares at a price of $144.93 per share, leaving him with 13,633 common shares held directly after these transactions. Footnotes state each Performance Stock Unit converts into one share and that the award size was set based on 58.4% achievement of a performance target.

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^*

Ravetto Charles Guy JR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		M		722	A	(1)	13,884	D
Common Stock	02/19/2026		F		251	D	$144.93	13,633	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
Performance Stock Units	(1)	02/19/2026		M			722	(2)	(2)	Common Stock	722	(1)	0	D

Explanation of Responses:

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

2. The number of shares underlying Performance Stock Unit award originally granted on February 24, 2023 became fixed upon ratification by the Compensation Committee of the Board of Directors based on 58.4% achievement of performance target.

Remarks:

Power of Attorney of file

	/s/ John Burke, Attorney-in-Fact	02/23/2026
	** 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).
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FAQ

What insider transactions did Novanta (NOVT) report for Charles Guy Ravetto Jr?

Novanta reported that Co-Chief Operating Officer Charles Guy Ravetto Jr exercised 722 Performance Stock Units into 722 common shares and had 251 common shares disposed to cover tax withholding, all on February 19, 2026, leaving him with 13,633 common shares held directly.

How many Novanta (NOVT) shares does Charles Guy Ravetto Jr hold after these Form 4 transactions?

After the reported transactions, Charles Guy Ravetto Jr directly holds 13,633 Novanta common shares. This figure reflects the exercise of 722 Performance Stock Units into common stock and the tax-withholding disposition of 251 common shares on February 19, 2026.

What was the nature of the 722 Performance Stock Units in Novanta (NOVT)'s Form 4?

Each of the 722 Performance Stock Units represents the right to receive one Novanta common share upon vesting. The number of units in the award was fixed by the Compensation Committee based on 58.4% achievement of the specified performance target for that grant.

Why were 251 Novanta (NOVT) common shares disposed of in this Form 4 filing?

The 251 Novanta common shares were disposed of as a tax-withholding transaction at a price of $144.93 per share. This disposition was reported with transaction code F, indicating payment of tax liability by delivering shares rather than an open-market sale.

What transaction codes were used in the Novanta (NOVT) Form 4 for Charles Guy Ravetto Jr?

The Form 4 shows code M for the exercise or conversion of 722 Performance Stock Units into common stock, and code F for the tax-withholding disposition of 251 common shares. Both transactions occurred on February 19, 2026 and are reported as direct ownership changes.

How was the performance-based Novanta (NOVT) stock award determined for the reported units?

The Performance Stock Unit award was originally granted on February 24, 2023, and the final number of underlying shares became fixed when the Compensation Committee ratified results based on 58.4% achievement of the performance target, as explained in the Form 4 footnotes.