Burke John Joseph II 4

What Happened

• John J. Burke II, Chief Accounting Officer of Novanta Inc. (NOVT), had 479 restricted stock units (RSUs) convert into common shares on February 24, 2026 (reported on Form 4). Of those shares, 141 were withheld to satisfy tax withholding at $137.44 per share, totaling $19,379. After withholding, Burke received a net 338 shares. This was a vesting/settlement event (not an open-market purchase or discretionary sale).

Key Details

• Transaction date: 2026-02-24; Form filed: 2026-02-26 (filed within the typical two-business-day window).
• Codes reported: M = exercise/conversion of derivative (RSU vesting/conversion); F = payment of tax liability via share withholding.
• Withheld shares: 141 shares at $137.44/share = $19,379 (tax withholding).
• Shares acquired on vesting: 479 RSUs converted to 479 common shares; net shares delivered to insider = 338.
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 — each RSU represents the right to one common share at vesting. F2 — these RSUs were part of a grant on Feb 24, 2023 vesting in three equal installments beginning on the first anniversary.
• Remark: Power of Attorney on file.

Context

• This was a routine vesting and share-withholding tax settlement of RSUs (common for employee equity awards), not an open-market buy or sell. Withholding to cover taxes is a standard practice and does not necessarily signal buy/sell intent by the insider.