Novanta (NOVT) COO converts RSUs and withholds shares to cover taxes

Rhea-AI Filing Summary

Novanta Inc. Co-Chief Operating Officer John Lesica reported equity award activity involving restricted stock units and common shares. He exercised or converted 1,388 restricted stock units into 1,388 common shares, then disposed of 445 common shares at $145.63 per share to cover tax obligations, leaving 943 common shares directly owned after these transactions. Each restricted stock unit represents one Novanta common share and vests in three equal installments on February 18, 2026, February 18, 2027 and February 18, 2028.

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^*

Lesica John

(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)
02/18/2026

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	02/18/2026		M		1,388	A	(1)	1,388	D
Common Stock	02/18/2026		F		445	D	$145.63	943	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)	02/18/2026		M			1,388	(2)	(2)	Common Stock	1,388	(1)	2,779	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 18, 2026, February 18, 2027 and February 18, 2028.

Remarks:

Power of Attorney of file

	/s/ John Burke, Attorney-in-Fact	02/20/2026
	** 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.
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FAQ

What insider transactions did NOVANTA INC (NOVT) report for John Lesica?

John Lesica exercised 1,388 restricted stock units into 1,388 common shares and disposed of 445 common shares to satisfy tax obligations, leaving 943 common shares directly owned after these transactions, according to the Form 4 filing.

How many Novanta (NOVT) restricted stock units did John Lesica exercise?

John Lesica exercised or converted 1,388 restricted stock units into 1,388 shares of Novanta common stock. Each restricted stock unit represents the right to receive one Novanta common share upon vesting, as disclosed in the Form 4 footnotes.

At what price were Novanta (NOVT) shares disposed of for tax withholding?

A total of 445 Novanta common shares were disposed of at $145.63 per share. The Form 4 describes this as a tax-withholding disposition to pay the exercise price or tax liability associated with the equity award transaction.

How many Novanta (NOVT) common shares does John Lesica own after the Form 4 transactions?

Following the reported Form 4 transactions, John Lesica directly owns 943 Novanta common shares. This figure reflects the 1,388 shares acquired from the restricted stock unit conversion minus the 445 shares disposed of for tax-related purposes.

What is the vesting schedule for John Lesica’s Novanta (NOVT) restricted stock units?

The restricted stock units vest in three equal installments on February 18, 2026, February 18, 2027, and February 18, 2028. Upon vesting, each restricted stock unit entitles John Lesica to receive one Novanta Inc. common share, according to the footnotes.

Is John Lesica’s Novanta (NOVT) Form 4 transaction an open-market stock purchase or sale?

The Form 4 does not show an open-market trade. It reports an exercise or conversion of 1,388 restricted stock units into common shares and a tax-withholding disposition of 445 shares, not a discretionary market buy or sell.