Novanta (NASDAQ: NOVT) CFO converts PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Novanta Inc.’s Chief Financial Officer Robert Buckley reported equity compensation activity involving performance stock units and common stock. On February 24, 2026, he exercised 5,426 Performance Stock Units, receiving the same number of Novanta common shares at a price of $0.00 per share.

On the same date, 2,624 common shares were disposed of at $137.44 per share to satisfy tax withholding obligations related to the award. After these transactions, Buckley directly held 96,616 common shares. He also reported 36,219 common shares held indirectly through the Buckley Family 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^*

Buckley Robert

(Last) (First) (Middle)

C/O NOVANTA INC.

125 MIDDLESEX TURNPIKE

(Street)

BEDFORD MA 01730-1409

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		5,426	A	(1)	99,240	D
Common Stock	02/24/2026		F		2,624	D	$137.44	96,616	D
Common Stock								36,219	I	Buckley Family 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)	02/24/2026		M			5,426	(2)	(2)	Common Stock	5,426	(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, 2021 became fixed upon ratification by the Compensation Committee of the Board of Directors based on 100% achievement of performance target, vesting as follows: 5,425 shares vested on February 24, 2025 and 5,426 shares vested on February 24, 2026.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	02/26/2026
	** 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 did Novanta (NOVT) CFO Robert Buckley report in this Form 4?

Novanta CFO Robert Buckley reported the vesting and conversion of performance stock units into common stock, along with related tax-share withholding. These transactions reflect routine equity compensation activity rather than open-market buying or selling of Novanta shares by the executive.

How many Novanta shares did the CFO receive from performance stock units?

Robert Buckley received 5,426 Novanta common shares upon exercising Performance Stock Units. Each unit converted into one share at a price of $0.00 per share, consistent with equity awards granted as part of long-term incentive compensation for senior executives at the company.

How many Novanta shares were used to cover the CFO’s tax obligations?

To cover tax obligations from the vesting, 2,624 Novanta common shares were disposed of at $137.44 per share. This tax-withholding disposition means the shares were surrendered for taxes rather than representing an open-market sale initiated for investment reasons.

How many Novanta shares does the CFO hold directly after these transactions?

After these transactions, Robert Buckley directly held 96,616 Novanta common shares. This figure reflects his updated direct ownership position following the conversion of performance stock units and the share disposition used to satisfy associated tax withholding requirements.

What Novanta shares are reported as indirectly owned by the CFO?

The filing shows 36,219 Novanta common shares held indirectly through the Buckley Family Irrevocable Trust. This indicates an additional ownership interest reported separately from his direct holdings, reflecting shares held in a trust associated with the reporting person.

What do the performance stock unit footnotes in the Novanta Form 4 explain?

The footnotes explain that each Performance Stock Unit equals one Novanta share upon vesting and that the award was granted in 2021. They note full performance achievement, with shares vesting in two tranches on February 24, 2025 and February 24, 2026.