Novanta (NASDAQ: NOVT) CFO exercises 2,935 units, withholds 1,420 shares

Rhea-AI Filing Summary

NOVANTA INC Chief Financial Officer Robert Buckley exercised 2,935 Performance Stock Units into common shares, then used 1,420 shares to cover tax withholding at $144.93 per share. He now holds 92,549 shares directly and 36,219 shares 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)
02/19/2026

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	02/19/2026		M		2,935	A	(1)	93,969	D
Common Stock	02/19/2026		F		1,420	D	$144.93	92,549	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)	02/19/2026		M			2,935	(2)	(2)	Common Stock	2,935	(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 February 24, 2023 became fixed upon ratification by the Compensation Committee of the Board of Directors based on 58.4% achievement of performance target.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	02/23/2026
	** 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 transaction did NOVT CFO Robert Buckley report on this Form 4?

Robert Buckley reported exercising 2,935 Performance Stock Units into Novanta common shares. He then used 1,420 of those shares to satisfy tax withholding obligations, reflecting a routine equity compensation and settlement event rather than an open-market stock purchase or sale.

How many Novanta (NOVT) shares did the CFO use for tax withholding?

The CFO used 1,420 Novanta common shares to cover tax withholding obligations. These shares were valued at $144.93 each for this purpose, following the conversion of Performance Stock Units into common shares on the same date as part of his equity compensation.

What are Robert Buckley’s Novanta (NOVT) direct share holdings after the Form 4 transactions?

After the reported transactions, Robert Buckley directly holds 92,549 Novanta common shares. This figure reflects the net result of the Performance Stock Unit conversion into shares and the related share disposition to satisfy tax withholding obligations on the award.

What indirect Novanta (NOVT) holdings are associated with the Buckley Family Irrevocable Trust?

The filing lists 36,219 Novanta common shares held indirectly through the Buckley Family Irrevocable Trust. These shares are reported as indirect ownership, indicating they are held by the trust rather than directly in Robert Buckley’s personal brokerage or similar individual account.

How were the Performance Stock Units in the NOVT Form 4 originally determined?

The Performance Stock Unit award granted on February 24, 2023 became fixed based on 58.4% achievement of a performance target. Each Performance Stock Unit represents the right to receive one Novanta common share upon vesting, according to the explanatory footnotes provided.

What does transaction code M mean in the NOVT CFO’s Form 4?

Transaction code M in the CFO’s Form 4 indicates the exercise or conversion of a derivative security. Here it reflects Performance Stock Units converting into an equal number of Novanta common shares, rather than an open-market purchase of stock on a securities exchange.