Novanta (NOVT) Co-COO gets 7,537 RSUs, exercises 1,633 shares

Rhea-AI Filing Summary

Novanta Inc. Co-Chief Operating Officer John Lesica reported multiple equity transactions on February 20, 2026. He received a grant of 7,537 Restricted Stock Units (RSUs), each representing one common share upon vesting. The RSUs vest in three equal installments on February 20, 2027, 2028, and 2029. He also exercised 1,633 RSUs into common stock and then had 480 common shares withheld at 145.96 per share to cover tax obligations, leaving him with 2,096 common shares held directly after these transactions.

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)
02/20/2026

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		1,633	A	(1)	2,576	D
Common Stock	02/20/2026		F		480	D	$145.96	2,096	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		7,537		(2)	(2)	Common Stock	7,537	$0	7,537	D
Restricted Stock Units	(1)	02/20/2026		M			1,633	(3)	(3)	Common Stock	1,633	(1)	3,269	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, Attorney-in-Fact	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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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 did Novanta (NOVT) Co-COO John Lesica report in this Form 4?

John Lesica reported a grant of 7,537 Restricted Stock Units, the exercise of 1,633 RSUs into common stock, and a tax-withholding disposition of 480 common shares at $145.96 per share, all dated February 20, 2026.

How many Restricted Stock Units were granted to Novanta (NOVT) Co-COO John Lesica?

He was granted 7,537 Restricted Stock Units. Each RSU represents the right to receive one Novanta common share upon vesting, providing equity-based compensation aligned with the company’s stock performance over the vesting period.

What is the vesting schedule for John Lesica’s new Novanta (NOVT) RSUs?

The 7,537 Restricted Stock Units vest in three equal installments on February 20, 2027, February 20, 2028, and February 20, 2029, creating a multi-year incentive structure tied to continued service and company performance.

What RSU exercise did Novanta (NOVT) Co-COO John Lesica complete?

He exercised 1,633 Restricted Stock Units into 1,633 shares of Novanta common stock. This derivative exercise converted previously granted RSUs into directly held shares as part of his equity compensation.

Why were 480 Novanta (NOVT) shares disposed of in John Lesica’s Form 4?

The 480 common shares were disposed of under transaction code F, meaning they were withheld at $145.96 per share to satisfy tax obligations related to the equity award, not an open-market sale.

How many Novanta (NOVT) common shares does John Lesica hold after these transactions?

Following the reported transactions, John Lesica directly holds 2,096 Novanta common shares. This figure reflects the RSU exercise and the 480-share tax-withholding disposition recorded on February 20, 2026.