Novanta (NASDAQ: NOVT) closes $1.2B Riverpoint Medical deal, adds debt

Rhea-AI Filing Summary

Novanta Inc. completed the acquisition of Riverpoint Medical by purchasing all equity of Runway Buyer on July 23, 2026. Buyer parties paid approximately $1.2 billion in cash at closing, plus a potential $250.0 million milestone payment due on or before January 8, 2027.

To fund the deal, an indirect subsidiary borrowed $616.0 million under its revolving and delayed draw term loan facilities, with the remainder from cash on hand, bringing consolidated debt to $854.7 million. The credit facilities mature in June 2030 and may be repaid early without penalty. Novanta states the acquisition is expected to roughly double recurring medical consumables revenue to $300 million, increase medical end-market exposure to 60% of total revenue, be immediately accretive to organic growth, margins, adjusted EBITDA and cash flows, and add $0.18–$0.25 of adjusted EPS in 2027.

Positive

• Acquisition of Riverpoint Medical is expected to be immediately accretive to organic growth, adjusted gross margin, adjusted EBITDA and cash flows and to contribute $0.18–$0.25 of adjusted EPS in 2027, while roughly doubling recurring medical consumables revenue to about $300 million and lifting medical exposure to 60% of revenue.

Negative

• To fund the purchase, Novanta’s intermediate parent borrowed $616.0 million, increasing consolidated debt to $854.7 million, which raises the company’s financial leverage until borrowings are repaid.

Filing Explained

The acquisition is closed, but the filing’s required purchase-accounting financial statements and pro forma information have not yet been provided; Novanta says it will file both by amendment within 71 calendar days after the 8-K’s filing deadline.

8-K Event Classification

5 items: 1.01, 2.01, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Closing Consideration: $1.2 billion Milestone Payment: $250.0 million New Borrowings for Transaction: $616.0 million +4 more

7 metrics

Closing Consideration $1.2 billion Approximate cash paid at closing for Riverpoint Medical, subject to customary adjustments

Milestone Payment $250.0 million Additional amount payable to the seller on or before January 8, 2027

New Borrowings for Transaction $616.0 million Amount borrowed under revolving and delayed draw term loan facilities on July 22, 2026

Consolidated Debt $854.7 million Total consolidated debt as of July 22, 2026 after funding the acquisition

Recurring Medical Consumables Revenue $300 million Approximate recurring medical consumables revenue expected after the acquisition

Medical End-Market Exposure 60% Portion of total revenue expected to come from medical end markets post-acquisition

Expected 2027 EPS Contribution $0.18–$0.25 adjusted EPS Projected adjusted earnings per share contribution in 2027, first full year after close

Key Terms

Tangible Equity Units, delayed draw term loan facility, return on invested capital, Adjusted EBITDA, +1 more

5 terms

Tangible Equity Units financial

"6.50% Tangible Equity Units | | NOVTU | | Nasdaq Global Select Market"

delayed draw term loan facility financial

"revolving credit facility and delayed draw term loan facility under its Fourth Amended"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

return on invested capital financial

"expected to generate a high single-digit return on invested capital by year three"

A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.

Adjusted EBITDA financial

"non-GAAP financial measures referenced in this press release include Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

510(k) clearance process medical

"its ability to own the 510(k) clearance process end-to-end for its customers."

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Available on EDGAR 07/27/2026 - 08:15 AM Accepted by SEC EDGAR 07/27/2026 - 08:15 AM Learn about SEC filing dates

FAQ

What acquisition did Novanta (NOVT) complete in July 2026?

Novanta (NOVT) completed the acquisition of Riverpoint Medical on July 23, 2026 by purchasing all equity interests in Runway Buyer, Riverpoint’s parent. Riverpoint supplies minimally invasive surgical consumables such as sutures, anchors and implantable materials for sports medicine and cardiovascular applications.

How much did Novanta (NOVT) pay to acquire Riverpoint Medical?

Novanta (NOVT) paid approximately $1.2 billion in cash at closing for Riverpoint Medical, plus a potential $250.0 million milestone payment due on or before January 8, 2027. The closing consideration is subject to customary cash, working capital, debt and transaction expense adjustments.

How did Novanta (NOVT) finance the Riverpoint acquisition and what is its debt level?

An indirect Novanta (NOVT) subsidiary borrowed $616.0 million under its revolving credit and delayed draw term loan facilities, funding the balance with cash on hand. After these borrowings, the company’s consolidated debt totaled $854.7 million as of July 22, 2026, with facilities maturing in June 2030.

What financial impact does Novanta (NOVT) expect from the Riverpoint deal?

Novanta (NOVT) expects the Riverpoint acquisition to be immediately accretive to organic growth, adjusted gross margins, adjusted EBITDA growth and margins, and cash flows. The company projects the deal will add $0.18–$0.25 of adjusted EPS in 2027 and deliver a high single-digit return on invested capital by year three.

How will the Riverpoint acquisition change Novanta’s (NOVT) revenue mix?

Novanta (NOVT) states the Riverpoint acquisition is expected to roughly double its recurring medical consumables revenue to about $300 million and increase medical end-market exposure to approximately 60% of total revenue, enhancing the company’s presence in minimally invasive surgical consumables.

When is the additional milestone payment for the Riverpoint deal due for Novanta (NOVT)?

Under the purchase terms, Novanta’s buyer parties owe a milestone payment of $250.0 million to the seller on or before January 8, 2027. This amount is in addition to the approximately $1.2 billion cash consideration paid at closing, subject to standard adjustments.

Under which segment will Riverpoint Medical be reported within Novanta (NOVT)?

Riverpoint Medical will be reported within Novanta’s Medical Solutions operating segment. This aligns Riverpoint’s minimally invasive surgical consumables portfolio with Novanta’s broader medical, life science and advanced industrial technology solutions for original equipment manufacturers.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

NOVANTA INC.

(Exact name of registrant as specified in is charter)

New Brunswick, Canada	001-35083	98-0110412
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
125 Middlesex Turnpike Bedford, Massachusetts		01730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 266-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common shares, no par value		NOVT		Nasdaq Global Select Market
6.50% Tangible Equity Units		NOVTU		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed in the Current Report on Form 8-K filed on June 8, 2026 (the “Previous Form 8-K”), by Novanta Inc., a Canadian corporation (the “Company”) with the Securities and Exchange Commission, on June 8, 2026, the Company, Novanta Medical Technologies Corp., a Delaware corporation and an indirect subsidiary of the Company (“Buyer”), Novanta Corporation, a Michigan corporation (“Intermediate Parent”, and together with the Company and the Buyer, the “Buyer Parties”), Runway Midco, LLC, a Delaware limited liability company (“Seller”), and Runway Buyer, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Seller (“Runway Buyer”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to acquire from Seller all of the issued and outstanding limited liability company interests (the “Purchased Interests”) of Runway Buyer (the “Transaction”). On July 23, 2026, the closing of the Transaction (the “Closing”) occurred.

Transaction Consideration

Subject to the terms and conditions of the Purchase Agreement, at the Closing, the Buyer Parties paid the Seller approximately $1.2 billion in cash (the “Closing Consideration”), subject to customary adjustments based on cash, working capital, debt and transaction expenses of Runway Buyer as of the Closing. In addition, a milestone payment amount of $250.0 million remains payable by the Buyer Parties to Seller on or before January 8, 2027.

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 2.1 to the Company’s Previous Form 8-K. The description of the Purchase Agreement set forth in Item 1.01 of the Previous Form 8-K is incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 22, 2026, to fund the Transaction, Intermediate Parent borrowed $616.0 million in the aggregate under its revolving credit facility and delayed draw term loan facility under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) and funded the remaining consideration with cash on hand. Borrowings under the revolving credit facility and delayed draw term loan facility are due upon maturity of the Credit Agreement in June 2030 and may be repaid at any time prior to maturity without prepayment penalty.

Following these borrowings, as of July 22, 2026, the Company's consolidated debt totals $854.7 million.

Item 7.01 Regulation FD Disclosure.

On July 27, 2026, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements required to be filed by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information

The pro forma financial information required to be filed by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(c) Exhibits

Exhibit Number		Description
99.1		Press Release, dated July 27, 2026
104		The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Novanta Inc.
Date: July 27, 2026		By:	/s/ Robert J. Buckley
			Robert J. Buckley
			Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

July 27, 2026

Novanta Completes Acquisition of Riverpoint Medical

BOSTON, July 27, 2026 -- Novanta Inc. (Nasdaq: NOVT) (“Novanta” or the “Company”), a trusted technology partner to medical and advanced technology equipment manufacturers, today announced that it has completed the acquisition of Riverpoint Medical (“Riverpoint Medical” or “Riverpoint”) from Arlington Capital Partners. Riverpoint is a category leader in high-growth minimally invasive surgical consumables, including advanced surgical fibers and related technologies for sports medicine, trauma and cardiovascular surgical applications.

“Riverpoint Medical is a market-leading, high-growth surgical consumables business growing revenue and cash flow at twice Novanta's rate, and the acquisition is expected to double Novanta's recurring medical consumables revenue to roughly $300 million while pushing medical end-market exposure to 60% of total revenue,” said Matthijs Glastra, Novanta’s Chair & Chief Executive Officer. “Beyond the top-line boost, we believe the deal unlocks a $2 billion incremental addressable market through shared OEM customer relationships and strengthens Novanta’s regional, FDA-registered manufacturing footprint, positioning the overall company for accelerated, higher-margin growth.”

The transaction is expected to generate a high single-digit return on invested capital by year three, achieve the Company’s return hurdle rate by year five, and be immediately accretive to Novanta’s organic growth, adjusted gross margins, adjusted EBITDA growth and margins, and cash flows. The acquisition is also expected to contribute $0.18 to $0.25 of adjusted earnings per share (“EPS”) in 2027, the first full year after the close, with additional detail on the impact to Novanta’s 2026 financials to be provided on the upcoming second quarter earnings call. Riverpoint Medical will be reported under Novanta’s Medical Solutions operating segment.

Use of Non-GAAP Financial Measures

The non-GAAP financial measures referenced in this press release include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Margin, and Adjusted Diluted EPS. A reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measures is not provided because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including the final purchase price allocation, amortization of acquired intangibles, and other acquisition-related items not available prior to closing. For definitions of these measures and reconciliations of historical non-GAAP results, refer to Novanta's most recent filings with the Securities and Exchange Commission.

Safe Harbor and Forward-Looking Information

Certain statements in this news release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “expect,” “intend,” “anticipate,” “estimate,” “believe,” “future,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, the statement of Mr. Glastra in this press release; statements regarding the acquisition of Riverpoint Medical, the anticipated benefits and synergies of the transaction, our ability to successfully integrate Riverpoint Medical, and our ability to implement our plans, forecasts and other expectations with respect to Riverpoint Medical’s business after the completion of the acquisition, expected financial performance and impact, financial position and financial measures and metrics, including expectations regarding accretion, revenue growth, margins, cash flows, return on capital and adjusted earnings per share, our financial outlook for Novanta, Riverpoint Medical and the combined companies, expectations for future growth and prospects, expectations for strategies and business models, and other statements that are not historical facts.

These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause future expectations and actions and actual results to differ materially from those contained in the forward-looking

statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Riverpoint Medical may not be integrated successfully; and other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. Undue reliance should not be placed on these statements, which are only effective as of the date of this news release. The Company disclaims any obligation to publicly update or revise any such forward-looking statements as a result of developments occurring after the date of this news release except as required by law.

About Riverpoint Medical

Riverpoint Medical is a category leader in high-growth minimally invasive surgical consumables, designing and manufacturing IP-protected, private-label products for leading medical OEM customers. Riverpoint’s portfolio includes suture anchors, implantable materials, sutures, and surgical instruments, primarily serving sports medicine and cardiovascular surgery applications. The company’s differentiated position is built on proprietary material science and coating technologies, including osteoconductive materials and coatings, and its ability to own the 510(k) clearance process end-to-end for its customers. Riverpoint is headquartered in Portland, Oregon U.S.A., with manufacturing operations in Portland, Oregon and San Jose, Costa Rica. For more information, visit www.rpmed.com.

About Novanta

Novanta is a leading global supplier of core technology solutions that give medical, life science, and advanced industrial original equipment manufacturers a competitive advantage. We combine deep proprietary expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables Novanta to engineer proprietary technology solutions that deliver extreme precision and performance, tailored to our customers' demanding applications. The driving force behind our growth is the team of innovative professionals who share a commitment to innovation, the Novanta Growth System, and our customers’ success. Novanta’s common shares are quoted on Nasdaq under the ticker symbol “NOVT.”

More information about Novanta is available on the Company’s website at www.novanta.com. For additional information, please contact Novanta Investor Relations at (781) 266-5137 or InvestorRelations@novanta.com. Media Relations at mediarelations@novanta.com.

About Arlington Capital Partners

Arlington Capital Partners is a Washington, D.C.-area private investment firm specializing in government-regulated industries. Focused on the healthcare, aerospace and defense, and government services and technology sectors, the Firm partners with founders and entrepreneurs to build platforms of strategic importance to national priorities. Operating in markets with high barriers to entry, Arlington looks to partner with organizations within these industries that save lives, improve effectiveness, and reduce costs. Since inception in 1999, Arlington has invested in over 200 companies and raised over $14 billion in committed capital. The Firm is currently investing out of its $6 billion Fund VII. For more information, visit Arlington’s website at www.arlingtoncap.com and follow Arlington on LinkedIn.

* * * *

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 23.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 49.6 KB