Novanta (NOVT) CFO Buckley exercises options and sells 1,423 shares

Rhea-AI Filing Summary

Novanta Inc.'s Chief Financial Officer Robert Buckley reported an option exercise and share sale in company stock. On 01/21/2026, he exercised a stock option for 1,423 shares of common stock at an exercise price of $14.13 per share and then sold 1,423 shares of common stock at a weighted-average price of $140.1435 per share under transaction code "S." The sale was carried out under a pre-established Rule 10b5-1 trading plan adopted on March 13, 2025.

Following these transactions, Buckley directly held 91,034 shares of Novanta common stock and had 11,380 stock options remaining. He also had indirect beneficial ownership of 36,219 shares of common stock held 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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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)
01/21/2026

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	01/21/2026		M(1)		1,423	A	$14.13	92,457	D
Common Stock	01/21/2026		S(1)		1,423	D	$140.1435(2)	91,034	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
Stock Option (Right to Buy)	$14.13	01/21/2026		M(1)			1,423	(3)	03/30/2026	Common Stock	1,423	$0	11,380	D

Explanation of Responses:

1. The sales reported in this Form 4 was effected pursuant to a pre-established Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2025.

2. This transaction was executed in multiple trades ranging from $140.00 to $140.24. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request from the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The Stock Options vested in three equal installments on March 30, 2017, March 30, 2018, and March 30, 2019.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	01/23/2026
	** 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, Chief Financial Officer of Novanta Inc. (NOVT), reported exercising a stock option for 1,423 shares of common stock at an exercise price of $14.13 per share and selling 1,423 shares of common stock at a weighted-average price of $140.1435 per share on 01/21/2026.

Was the NOVT CFO share sale under a Rule 10b5-1 trading plan?

Yes. The filing states that the sale of Novanta common stock reported on this Form 4 was effected pursuant to a pre-established Rule 10b5-1 trading plan adopted by Robert Buckley on March 13, 2025.

How many NOVT shares does the CFO hold after the reported transactions?

After the reported transactions, Robert Buckley directly owned 91,034 shares of Novanta common stock and had 11,380 stock options remaining. He also had indirect beneficial ownership of 36,219 shares of common stock held by the Buckley Family Irrevocable Trust.

What price range were NOVT shares sold for in the CFO’s transaction?

The sale was executed in multiple trades at prices ranging from $140.00 to $140.24 per share. The Form 4 reports a weighted-average sale price of $140.1435 per share for the 1,423 shares sold.

What are the terms of the NOVT stock options exercised by the CFO?

The derivative security was a Stock Option (Right to Buy) with an exercise price of $14.13 per share. According to the filing, these stock options vested in three equal installments on March 30, 2017, March 30, 2018, and March 30, 2019, and are exercisable until 03/30/2026.

How are indirect NOVT share holdings reported for the CFO?

The Form 4 shows that 36,219 shares of Novanta common stock are held indirectly for Robert Buckley through the Buckley Family Irrevocable Trust, classified as indirect beneficial ownership.