Buckley Robert 4

What Happened

• Robert Buckley, Chief Financial Officer of Novanta Inc. (NOVT), had 5,426 Performance Stock Units (PSUs) vest/convert to common shares on February 24, 2026. To satisfy tax withholding obligations, 2,624 of those shares were withheld/sold at $137.44 per share, generating $360,643. After withholding, Buckley retained 2,802 shares from this vesting event.

Key Details

• Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (within the two-business-day filing window).
• Tax withholding sale: 2,624 shares disposed at $137.44 each for total proceeds of $360,643 (transaction code F).
• Conversion/exercise: 5,426 PSUs converted to common shares (transaction code M); 5,426 shares noted as vested on Feb 24, 2026 (per footnote).
• Footnotes: F1 — each PSU entitles the holder to one common share upon vesting. F2 — the PSU award was originally granted Feb 24, 2021, became fixed at 100% achievement, with 5,425 shares vesting on Feb 24, 2025 and 5,426 shares vesting on Feb 24, 2026.
• Power of Attorney on file (as noted in the filing).
• Shares owned after transaction: the filing details for total beneficial ownership not provided in the summary; from this vesting event Buckley retained 2,802 shares after withholding.

Context

• This was a routine compensation vesting event (PSUs converting to shares). The tax-related disposition (code F) indicates shares were withheld/sold to cover tax liabilities — not an open-market liquidation intended as a directional bet on the stock.
• Transaction codes: M = exercise/conversion of a derivative (here, PSU conversion to shares); F = payment of exercise price or tax liability via share withholding/sale.