Novanta Inc. (NOVT) CAO receives RSU grant and disposes shares for taxes

Rhea-AI Filing Summary

Novanta Inc. Chief Accounting Officer John Joseph Burke II reported several equity award transactions involving company stock on February 20, 2026. He received a grant of 1,062 Restricted Stock Units (RSUs), each convertible into one common share upon vesting. He also exercised 490 RSUs into 490 common shares at no cash exercise price, increasing his directly held common stock to 8,389 shares before a related tax transaction. To cover tax obligations, 170 common shares were disposed of at $145.96 per share, leaving him with 8,219 common shares held directly. The newly granted RSUs vest in three equal installments on February 20 of 2027, 2028, and 2029, while another RSU award vests in three equal installments on February 20 of 2026, 2027, and 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^*

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)
02/20/2026

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	02/20/2026		M		490	A	(1)	8,389	D
Common Stock	02/20/2026		F		170	D	$145.96	8,219	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)	02/20/2026		A		1,062		(2)	(2)	Common Stock	1,062	$0	1,062	D
Restricted Stock Units	(1)	02/20/2026		M			490	(3)	(3)	Common Stock	490	(1)	981	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 20, 2027, February 20, 2028, and February 20, 2029.

3. The Restricted Stock Units vest in three equal installments on February 20, 2026, February 20, 2027 and February 20, 2028.

Remarks:

Power of Attorney on file

	/s/ John Burke	02/24/2026
	** 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) report for John Joseph Burke II?

Novanta’s Chief Accounting Officer reported an RSU grant of 1,062 units, the exercise of 490 RSUs into common stock, and a related disposal of 170 common shares for tax withholding, all dated February 20, 2026, leaving 8,219 common shares held directly.

How many Restricted Stock Units were granted to the Novanta (NOVT) Chief Accounting Officer?

The Chief Accounting Officer received 1,062 Restricted Stock Units. Each unit represents the right to receive one Novanta common share upon vesting, aligning his compensation partly with company equity and future stock performance over a multi-year vesting schedule.

When do the new Novanta (NOVT) RSU awards for the CAO vest?

One RSU award vests in three equal installments on February 20, 2027, 2028, and 2029. Another RSU award vests in three equal installments on February 20, 2026, 2027, and 2028, creating staggered vesting dates that extend over several years.

How many Novanta (NOVT) common shares does the CAO hold after these transactions?

Following the reported Form 4 transactions, the Chief Accounting Officer directly holds 8,219 Novanta common shares. This figure reflects the RSU conversion into 490 shares and the tax-withholding disposition of 170 shares completed on February 20, 2026.

Was there a market sale of Novanta (NOVT) shares by the CAO in this Form 4?

The Form 4 shows a disposition of 170 common shares coded as “F,” indicating shares were delivered to satisfy exercise price or tax liability, rather than an open-market sale, as part of handling obligations tied to equity awards.

What is the nature of the RSUs reported for Novanta (NOVT) in this filing?

Each Restricted Stock Unit represents the right to receive one Novanta common share upon vesting. The awards use graded vesting over three annual installments, linking the executive’s potential share ownership to continued service and the passage of time.