Novanta Inc. (NOVT) director reports RSU grant and share settlement

Rhea-AI Filing Summary

Novanta Inc. director Lonny J. Carpenter reported equity awards and a share settlement. On January 2, 2026, he received 1,799 Restricted Stock Units (RSUs), each representing the right to receive one Novanta common share, with no cash paid per unit. On the same date, 1,325 previously held RSUs were settled into 1,325 shares of common stock, reflecting that each RSU was the economic equivalent of one common share and had become fully vested and non‑forfeitable. Following these transactions, Carpenter directly owned 5,848 shares of common stock and held 1,799 RSUs outstanding.

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^*

Carpenter Lonny J.

(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)	5,848	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	(2)	01/02/2026		A		1,799		(3)	(3)	Common Stock	1,799	$0	1,799	D
Restricted Stock Units	(1)	01/02/2026		M			1,325	(1)	(1)	Common Stock	1,325	(1)	0	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).
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 activity did Lonny J. Carpenter report for NOVT?

Lonny J. Carpenter, a director of Novanta Inc., reported receiving 1,799 Restricted Stock Units (RSUs) and the settlement of 1,325 RSUs into 1,325 shares of common stock on January 2, 2026.

How many Restricted Stock Units were granted to the Novanta (NOVT) director?

The director was granted 1,799 RSUs on January 2, 2026. Each RSU represents the right to receive one Novanta Inc. common share under the terms described in the filing.

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

After the reported transactions, Lonny J. Carpenter directly owned 5,848 shares of Novanta Inc. common stock and held 1,799 RSUs outstanding.

What happened to the 1,325 Restricted Stock Units reported in the Novanta Form 4?

The 1,325 RSUs reported with transaction code M were settled into 1,325 Novanta Inc. common shares on January 2, 2026, consistent with the footnote that each RSU was the economic equivalent of one common share.

How do the Novanta (NOVT) RSUs convert into common shares?

Each Restricted Stock Unit represents the right to receive one Novanta Inc. common share, typically on the first anniversary of the grant date, and the filing notes that the RSUs referenced were fully vested and non‑forfeitable on the grant date.

Are the reported Novanta RSU awards held directly or indirectly by the director?

The Form 4 shows the RSUs and common shares as directly owned by Lonny J. Carpenter, with ownership form coded as D (Direct) and no indirect ownership entity disclosed.