Novanta (NOVT) CEO converts performance units and disposes shares for taxes

Rhea-AI Filing Summary

Novanta Inc. director and CEO Matthijs Glastra reported equity award activity involving company stock. On February 24, 2026, he exercised performance stock units, converting 10,852 units into 10,852 shares of common stock at a stated price of $0.0000 per share.

On the same date, 5,247 shares of common stock were disposed of at $137.4400 per share in a transaction coded as a tax-withholding disposition to cover obligations tied to the award. Following these transactions, he directly owned 69,761 common shares. A separate indirect holding of 54,382 common shares is reported through the "Matthijs Glastra 2021 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^*

Glastra Matthijs

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		10,852	A	(1)	75,008	D
Common Stock	02/24/2026		F		5,247	D	$137.44	69,761	D
Common Stock								54,382	I	Matthijs Glastra 2021 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)	02/24/2026		M			10,852	(2)	(2)	Common Stock	10,852	(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 on February 24, 2021 became fixed upon ratification by the Compensation Committee of the Board of Directors based on 100% achievement of performance target, vesting as follows: 10,851 vested on February 24, 2025 and 10,852 vested on February 24, 2026.

Remarks:

Power of Attorney on file

	/s/ John Burke, Attorney-in-Fact	02/26/2026
	** 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).
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FAQ

What did NOVANTA INC (NOVT) CEO Matthijs Glastra report in this Form 4?

He reported equity award activity on Novanta stock. Performance stock units converted into 10,852 common shares, and 5,247 shares were disposed of in a tax-withholding transaction, updating his direct and indirect ownership positions in the company.

How many Novanta (NOVT) performance stock units did Glastra convert to shares?

He converted 10,852 performance stock units into 10,852 shares of Novanta common stock. Each unit represents the right to receive one share upon vesting, and this conversion reflects part of a performance award tied to achievement of performance targets.

What was the nature of the 5,247-share transaction reported by NOVT’s CEO?

The 5,247-share transaction was a tax-withholding disposition at $137.4400 per share. This means shares were delivered to satisfy exercise price or tax obligations associated with the equity award, rather than an open-market sale initiated for portfolio reasons.

What is Matthijs Glastra’s direct Novanta (NOVT) share ownership after these transactions?

After these transactions, his direct ownership is 69,761 shares of Novanta common stock. This figure reflects the net result of the performance stock unit conversion into shares and the tax-withholding disposition reported for the same date.

What indirect Novanta (NOVT) holdings are reported for Glastra in this filing?

An indirect holding of 54,382 Novanta common shares is reported through the "Matthijs Glastra 2021 Irrevocable Trust." This indicates an additional position associated with the CEO, separate from the 69,761 shares he holds directly in his own name.

What do the footnotes say about the Novanta performance stock units in this Form 4?

The footnotes explain each performance stock unit equals one Novanta common share upon vesting. They also describe that the award’s underlying shares were fixed based on 100% performance target achievement, with vesting tranches in 2025 and 2026 ratified by the Compensation Committee.