Novanta Inc SEC Filings

Novanta Inc. (NOVT) revised its guidance following a recent equity issuance. The company lowered non-GAAP Adjusted Diluted EPS guidance to $0.84–$0.91 for Q4 2025 and $3.21–$3.28 for full-year 2025, compared with prior ranges of $0.87–$0.93 and $3.24–$3.30.

Revenue and Adjusted EBITDA guidance remain unchanged. GAAP revenue is still $253–$257 million for Q4 2025 and $975–$979 million for the year. Adjusted EBITDA remains $62–$65 million for Q4 and $222–$225 million for full-year 2025.

The guidance reflects higher diluted share counts from the equity issuance: an expected impact of 2.5–2.6 million shares in Q4 2025 and 0.6–0.7 million for full-year 2025, with an estimated 2026 impact of 4.7–5.9 million shares.

Novanta Inc. completed a public offering of 6.50% tangible equity units, issuing 12,650,000 Units after underwriters fully exercised their 1,650,000 over-allotment option. Each Unit was priced at $50.00 and consists of a prepaid stock purchase contract and a senior amortizing note paying quarterly installments equivalent to 6.50% per year on the $50.00 stated amount.

The purchase contracts are scheduled to settle in common shares on November 1, 2028, with early settlement features and a company early-settlement right after November 1, 2026 subject to a stock price condition. The amortizing notes bear 6.30% interest with a final installment on November 1, 2028. Novanta plans to use proceeds to strengthen its balance sheet, including repaying approximately $317 million under its revolving credit facility and for general corporate purposes. Nasdaq approved listing of the Units as NOVTU, with trading expected to begin November 12, 2025.

Separately, Novanta amended its credit agreement, raising the maximum consolidated leverage ratio to 3.75:1.00 (with an optional step-up to 4.25:1.00 following certain acquisitions) and increasing cash netting in leverage calculations to $100.0 million.

Novanta Inc. is offering 11,000,000 6.50% tangible equity units at $50.00 per Unit, with an underwriters’ option for up to 1,650,000 additional Units. Each Unit includes a prepaid stock purchase contract and a senior amortizing note due Nov 1, 2028, initially $8.74 principal, paying quarterly cash installments of $0.8125 (equivalent to 6.50% per year on the $50 stated amount).

On or before the mandatory settlement date, each purchase contract will settle into Novanta common shares based on market value, delivering between 0.3729 and 0.4662 shares per contract, with early settlement features and protections for specified corporate events. The company has applied to list the Units on Nasdaq under NOVTU; its common shares trade as NOVT.

Gross proceeds are $550,000,000, underwriting commission $15,125,000, and estimated net proceeds of $533.0 million. Novanta plans to repay approximately $317 million on its revolving facility (weighted average rate 5.32%) and use the remainder for general corporate purposes, including potential acquisitions and investments.

Novanta Inc. (NOVT) director reported a grant of 241 restricted stock units (RSUs) on 11/03/2025. Each RSU represents the right to receive one Novanta common share on the first anniversary of the grant date.

The filing states the RSUs were fully vested and non-forfeitable on the grant date, with settlement in shares one year later. Following the transaction, the reporting person held 241 derivative securities, shown as Direct (D) ownership.

Novanta Inc. (NOVT) reported an initial beneficial ownership filing on Form 3 for a board member effective 11/02/2025. The filing states that no securities are beneficially owned by the reporting person at this time. The relationship is identified as Director, and the form was filed by one reporting person. A Power of Attorney (Exhibit 24) is referenced, authorizing the attorney-in-fact to sign on the reporting person’s behalf.

Novanta Inc. (NOVT) is offering 11,000,000 tangible equity units in a primary offering. Each Unit has a stated amount of $50 and consists of a prepaid stock purchase contract and a senior amortizing note due November 1, 2028. The underwriters have a 30‑day option to purchase up to an additional 1,650,000 Units to cover over‑allotments.

The purchase contracts settle in Novanta common shares on the mandatory settlement date (or earlier in specified circumstances) based on an “applicable market value” formula with defined reference and threshold prices. The amortizing notes pay quarterly cash installments and rank equally with other unsecured, unsubordinated Novanta debt.

Novanta has applied to list the Units on Nasdaq as NOVTU and its common shares trade as NOVT; the last reported NOVT price was $129.33 on November 4, 2025. The company expects to use net proceeds to strengthen the balance sheet and enhance strategic flexibility, including repaying approximately $317 million outstanding under its Revolving Facility, and for working capital, potential acquisitions and other general corporate purposes.

Novanta Inc. (NOVT) filed a Post-Effective Amendment to its automatic shelf registration, adding purchase contracts and units as new classes of securities to its Form S‑3 program. The amendment is effective immediately upon filing and is designed to allow offerings to occur from time to time after effectiveness.

The updated base prospectus now covers debt securities, common shares, preferred shares, purchase contracts, and units, with specific terms and amounts to be set in future prospectus supplements. Novanta’s common shares trade on the Nasdaq Global Select Market under “NOVT”; the last reported sale price was $129.33 per share on November 4, 2025. Any use of proceeds will be described in the applicable prospectus supplement.

Novanta Inc. reported Q3 2025 results. Revenue was $247.8 million, slightly above last year, while operating income fell to $21.8 million and net income was $10.7 million (diluted EPS $0.30). For the first nine months, revenue reached $722.3 million with net income of $36.4 million. Higher selling, general and administrative costs and restructuring, acquisition, and related costs weighed on margins.

The balance sheet expanded to $1.51 billion in assets, driven by the April 8 acquisition of Keonn Technologies, which added $33.2 million of identifiable intangibles and $43.2 million of goodwill and contributed $19.9 million of revenue and $1.0 million of profit before income taxes year-to-date. Cash from operations was $55.3 million; cash ended at $89.2 million. Debt totaled $451.3 million following a new approximately $1.0 billion credit agreement maturing in 2030, with $306.6 million drawn on the revolver and $150.4 million in term loans. The company repurchased 179 thousand shares for $21.1 million and authorized a new $200.0 million repurchase plan. Shares outstanding were 35,775,123 as of October 27, 2025.