NOVANTA (NOVT) CEO converts performance units, withholds 3,784 shares for taxes

Rhea-AI Filing Summary

NOVANTA INC Chief Executive Officer Matthijs Glastra reported equity award activity involving performance stock units and common shares. On February 19, 2026, 7,825 Performance Stock Units were exercised, each converting into one common share, following Compensation Committee ratification based on 58.4% achievement of the performance target.

In connection with this vesting, 3,784 common shares were disposed of at $144.93 per share to satisfy tax obligations, a non‑open‑market, tax-withholding disposition. After these transactions, Glastra directly held 65,192 common shares, and an additional 54,382 common shares were held indirectly through the Matthijs Glastra 2021 Irrevocable Trust.

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)
02/19/2026

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		F		3,784	D	$144.93	61,408	D
Common Stock	02/19/2026		M		7,825	A	(1)	65,192	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
Performance Stock Units	(1)	02/19/2026		M			7,825	(2)	(2)	Common Stock	7,825	(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 on 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.
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FAQ

What insider transactions did NOVANTA INC (NOVT) report for CEO Matthijs Glastra?

NOVANTA INC reported that CEO Matthijs Glastra exercised 7,825 Performance Stock Units into common shares and had 3,784 shares withheld at $144.93 per share to cover tax obligations. These were equity award and tax-withholding transactions, not open-market stock purchases or sales.

How many NOVANTA INC (NOVT) shares did the CEO acquire and dispose in this Form 4?

The CEO acquired 7,825 common shares through the exercise of Performance Stock Units and disposed of 3,784 shares as a tax-withholding transaction at $144.93 per share. This reflects compensation-related equity activity rather than typical market trading in NOVANTA INC stock.

What is the significance of the Performance Stock Units in NOVANTA INC’s Form 4 filing?

Each Performance Stock Unit represents the right to receive one NOVANTA INC common share upon vesting. The reported units were part of an award granted February 24, 2023, with the final share number fixed after the Compensation Committee confirmed 58.4% performance target achievement.

How many NOVANTA INC (NOVT) shares does CEO Matthijs Glastra hold after these transactions?

Following the reported transactions, Matthijs Glastra directly held 65,192 NOVANTA INC common shares. Separately, 54,382 additional common shares were reported as indirectly held through the Matthijs Glastra 2021 Irrevocable Trust, reflecting both direct and trust-related ownership positions in the company.

Was the NOVANTA INC CEO’s share disposition an open-market sale?

No. The 3,784 NOVANTA INC shares were disposed of in a tax-withholding transaction at $144.93 per share. This type of disposition satisfies tax obligations on vested awards and does not represent a traditional open-market sale initiated for investment purposes.

What role did performance achievement play in the NOVANTA INC CEO’s stock unit vesting?

The number of shares underlying the Performance Stock Unit award, originally granted on February 24, 2023, became fixed after the Compensation Committee confirmed 58.4% achievement of the performance target. That determination set the final number of units that converted into NOVANTA INC common shares.