Novanta (NOVT) director reports RSU grant and share settlement

Rhea-AI Filing Summary

Novanta Inc. director Darlene J. S. Solomon reported restricted stock unit activity and related common share ownership changes. On January 2, 2026, 1,325 restricted stock units were settled into 1,325 Novanta common shares at a price of $0 per share, leaving her with 3,541 common shares held directly. The filing also reports a grant of 1,799 restricted stock units on the same date, each representing the right to receive one Novanta common share on the first anniversary of the grant date. These newly granted units were fully vested and non-forfeitable on the grant date, and she holds 1,799 restricted stock units directly after the transactions.

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^*

Solomon Darlene J. S.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		1,325	A	(1)	3,541	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
Restricted Stock Units	(1)	01/02/2026		M			1,325	(1)	(1)	Common Stock	1,325	(1)	0	D
Restricted Stock Units	(2)	01/02/2026		A		1,799		(3)	(3)	Common Stock	1,799	$0	1,799	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") was the economic equivalent of one Novanta Inc. common share. On January 2, 2026, the RSUs were settled in Novanta Inc. common shares.

2. Each Restricted Stock Unit represents the right to receive one Novanta Inc. common share on the first anniversary of the Grant Date (or, if such date is not a business day, on the first business day immediately following the first anniversary of the Grant Date).

3. The Restricted Stock Units were fully vested and non-forfeitable on the Grant Date.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	01/06/2026
	** 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).
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FAQ

What insider transactions did Novanta (NOVT) disclose for Darlene J. S. Solomon?

The filing shows that on January 2, 2026, director Darlene J. S. Solomon had 1,325 restricted stock units (RSUs) settled into 1,325 Novanta common shares and received a new grant of 1,799 RSUs.

How many Novanta common shares does the director own after these transactions?

After the RSU settlement on January 2, 2026, Darlene J. S. Solomon beneficially owns 3,541 shares of Novanta common stock held directly.

What are the key terms of the new 1,799 restricted stock units reported by Novanta (NOVT)?

The 1,799 restricted stock units granted on January 2, 2026 each represent the right to receive one Novanta common share on the first anniversary of the grant date, and were fully vested and non-forfeitable on the grant date.

What does the RSU settlement mean in the Novanta Form 4 filing?

The filing explains that each RSU was the economic equivalent of one Novanta common share. On January 2, 2026, 1,325 RSUs were settled and converted into 1,325 Novanta common shares held directly by the director.

Does the Novanta (NOVT) director still hold restricted stock units after the reported transactions?

Yes. Following the transactions on January 2, 2026, Darlene J. S. Solomon holds 1,799 restricted stock units directly, in addition to her common share holdings.

What is the relationship of the reporting person to Novanta Inc.?

The reporting person, Darlene J. S. Solomon, is listed as a director of Novanta Inc. and is not identified as a 10% owner or officer in this filing.