Buckley Robert 4

What Happened
Robert Buckley, Chief Financial Officer of Novanta Inc. (NOVT), had 2,935 performance stock units (PSUs) convert to common shares on 2026-02-19. To satisfy tax withholding obligations, 1,420 of those shares were withheld/disposed at $144.93 per share, for a total withholding value of $205,801. The conversion reflects vesting of PSUs rather than an open‑market purchase or sale.

Key Details

• Transaction date: February 19, 2026 (reported on Form 4 filed Feb 23, 2026).
• Converted/received: 2,935 shares upon vesting of Performance Stock Units (derivative conversion, code M).
• Shares withheld/ disposed for taxes: 1,420 shares @ $144.93 each = $205,801 (code F).
• Footnote F1: Each Performance Stock Unit equals the right to one common share upon vesting.
• Footnote F2: The PSU award originally granted Feb 24, 2023 became fixed based on 58.4% achievement of performance targets.
• Remarks: Power of Attorney on file. The filing does not disclose Buckley’s post-transaction total share ownership.

Context
This was a conversion/settlement of performance-based equity, not an open-market sale. The withholding of shares to cover taxes is a routine administrative step (common for vested awards) and does not necessarily indicate a decision to sell shares on the market. For retail investors, conversions of PSUs are different from purchases or voluntary sales: they reflect previously granted compensation converting to equity under performance terms.