Novanta (NOVT) CFO equity grant, option exercises and planned stock sales

Rhea-AI Filing Summary

Novanta Inc.’s Chief Financial Officer Robert Buckley reported multiple equity transactions on common stock and equity awards. He received a grant of 11,990 Restricted Stock Units, each convertible into one common share upon vesting in three equal installments on February 20 of 2027, 2028, and 2029.

He also exercised derivative awards into common stock, including Restricted Stock Units and stock options that had previously vested, and had 93,814 common shares held directly afterward. To cover taxes, 1,185 shares were disposed of at about $145.96 per share, and additional open-market sales totaling 1,423 shares occurred around $140–$144 per share under a pre-established Rule 10b5-1 trading plan. Buckley also reported 36,219 common shares held indirectly through the Buckley Family Irrevocable Trust.

Insights

Equity compensation and insider-transactions analyst

CFO received new RSUs and exercised awards while selling a small share amount.

Novanta’s CFO Robert Buckley was granted 11,990 Restricted Stock Units, with scheduled vesting through 2029. He also exercised previously vested RSUs and stock options into common stock, increasing his direct holdings before subsequent dispositions.

Disposals included 1,185 shares surrendered at about $145.96 per share for tax withholding and open-market sales totaling 1,423 shares around $140–$144. The sales were executed under a pre-established Rule 10b5-1 trading plan, indicating they were planned in advance rather than reactive. He continued to hold 93,814 shares directly and 36,219 shares indirectly via a family trust 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

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).

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)
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		2,450	A	(1)	94,999	D
Common Stock	02/20/2026		F		1,185	D	$145.96	93,814	D
Common Stock	02/20/2026		M(2)		1,423	A	$14.13	95,237	D
Common Stock	02/20/2026		S(2)		986	D	$140.09	94,251	D
Common Stock	02/20/2026		S(2)		425	D	$142.62(3)	93,826	D
Common Stock	02/20/2026		S(2)		12	D	$143.71	93,814	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
Restricted Stock Units	(1)	02/20/2026		A		11,990		(4)	(4)	Common Stock	11,990	$0	11,990	D
Restricted Stock Units	(1)	02/20/2026		M			2,450	(5)	(5)	Common Stock	2,450	(1)	4,903	D
Stock Option (Right to Buy)	$14.13	02/20/2026		M(2)			1,423	(6)	03/30/2026	Common Stock	1,423	$0	9,957	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 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.

3. This transaction was executed in multiple trades ranging from $142.47 to $143.10. 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.

4. The Restricted Stock Units vest in three equal installments on February 20, 2027, February 20, 2028, and February 20, 2029.

5. The Restricted Stock Units vest in three equal installments on February 20, 2026, February 20, 2027 and February 20, 2028.

6. 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	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).
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 equity award did Novanta (NOVT) CFO Robert Buckley receive?

Robert Buckley received a grant of 11,990 Restricted Stock Units, each representing one Novanta common share upon vesting. These RSUs vest in three equal installments on February 20 of 2027, 2028, and 2029, aligning compensation with multi-year company performance.

How many Novanta (NOVT) shares did the CFO sell in this Form 4?

Robert Buckley reported open-market sales totaling 1,423 Novanta common shares. The sales were executed in several trades at weighted-average prices between about $140 and $144 per share, under a pre-established Rule 10b5-1 trading plan adopted earlier.

What portion of Novanta (NOVT) shares did the CFO dispose of for taxes?

He disposed of 1,185 Novanta common shares at approximately $145.96 per share to satisfy tax withholding obligations. This tax-withholding disposition is reported with transaction code “F,” indicating shares were delivered to cover tax liabilities associated with equity award exercises or vesting.

How many Novanta (NOVT) shares does the CFO hold after these transactions?

After the reported transactions, Robert Buckley directly held 93,814 Novanta common shares. He also reported indirect ownership of 36,219 additional common shares held through the Buckley Family Irrevocable Trust, reflecting both personal and family-related positions in the company’s stock.

Were the Novanta (NOVT) CFO’s stock sales pre-planned?

Yes. The filing states the sales were effected under a pre-established Rule 10b5-1 trading plan adopted on March 13, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio management from short-term market developments or confidential information.

How do the new RSUs for Novanta (NOVT) CFO vest over time?

The 11,990 Restricted Stock Units vest in three equal installments on February 20, 2027, February 20, 2028, and February 20, 2029. Each vested unit converts into one Novanta common share, linking the CFO’s compensation to the company’s long-term performance and share price over several years.