Novanta Inc.

02/24/2026 | Press release | Distributed by Public on 02/24/2026 16:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Buckley Robert
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
(Last) (First) (Middle)
C/O NOVANTA INC., 125 MIDDLESEX TURNPIKE
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
(Street)
BEDFORD, MA 01730-1409
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Buckley Robert
C/O NOVANTA INC.
125 MIDDLESEX TURNPIKE
BEDFORD, MA 01730-1409
Chief Financial Officer

Signatures

/s/ John Burke, Attorney-in-Fact 02/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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