Novanta (NOVT) CAO reports RSU vesting and tax-related share disposal

Rhea-AI Filing Summary

Novanta Inc. Chief Accounting Officer John Joseph Burke II reported vesting of 519 Restricted Stock Units on February 23, 2026, which converted into 519 common shares at no cost. To satisfy tax obligations related to this vesting, 176 common shares were disposed of at $142.38 per share, leaving him with 8,562 directly owned shares.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Burke John Joseph II

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		519	A	(1)	8,738	D
Common Stock	02/23/2026		F		176	D	$142.38	8,562	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)	02/23/2026		M			519	(2)	(2)	Common Stock	519	(1)	519	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 21, 2025, February 23, 2026 and February 22, 2027.

Remarks:

Power of Attorney on file

	/s/ John Burke	02/25/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did NOVANTA INC (NOVT) report for John Joseph Burke II?

Novanta’s Chief Accounting Officer reported RSU vesting and related tax withholding. 519 Restricted Stock Units converted into 519 common shares, and 176 common shares were disposed of to cover tax liabilities, resulting in direct ownership of 8,562 common shares after these transactions.

Was the NOVT Form 4 transaction a stock purchase or sale by the insider?

The Form 4 shows RSU vesting and tax withholding, not an open-market trade. Shares were acquired through exercise/conversion of 519 Restricted Stock Units, while 176 shares were disposed of solely to satisfy tax obligations tied to that equity compensation event.

How many Novanta (NOVT) shares does John Joseph Burke II own after this Form 4?

After these transactions, John Joseph Burke II directly owns 8,562 Novanta common shares. This balance reflects the 519 shares received from Restricted Stock Unit vesting, net of 176 shares withheld and disposed of to cover related tax liabilities reported in the filing.

What price was used for the tax-withholding share disposition in the NOVT Form 4?

The tax-withholding disposition used a price of $142.38 per Novanta common share. A total of 176 shares were disposed of at this price to satisfy tax obligations related to the vesting and conversion of 519 Restricted Stock Units into common shares.

How do the Restricted Stock Units for NOVT vest for John Joseph Burke II?

Each Restricted Stock Unit converts into one Novanta common share upon vesting. The RSUs vest in three equal installments on February 21, 2025, February 23, 2026, and February 22, 2027, providing a structured equity compensation schedule for the executive.

What is the nature of the RSU transactions reported in the Novanta (NOVT) Form 4?

The RSU transactions involve derivative exercise or conversion. 519 Restricted Stock Units, each representing a right to one Novanta share, vested and converted into 519 common shares at no cost, consistent with the company’s equity compensation terms described in the filing’s footnotes.