NOVANTA INC

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

NOVT$123.71-15.3%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

List of Financial Statements

The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” herein.

List of Financial Statement Schedules

All schedules are omitted because they are not applicable or not required or the required information is shown in the consolidated financial statements or notes thereto.

List of Exhibits

Incorporated by Reference
Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith
2.1†	Securities Purchase Agreement, dated November 14, 2023, by and between Novanta Corporation, Motion Solutions Holdings LLC and Motion Solutions Parent Corp. including Amendment to Securities Purchase Agreement dated January 1, 2024 by and between by the parties thereto.	10-K	001-35083	2.3	02/28/2024
3.1	Certificate and Articles of Continuance of the Registrant, dated March 22, 1999	S-3	333-202597	3.1	03/09/2015
3.2	By-Laws of the Registrant, as amended	10-K	001-35083	3.2	03/01/2021
3.3	Articles of Reorganization of the Registrant, dated July 23, 2010	8-K	000-25705	3.1	07/23/2010
3.4	Articles of Amendment of the Registrant, dated May 26, 2005	10-K	001-35083	3.4	03/01/2023
3.5	Articles of Amendment of the Registrant, dated December 29, 2010	8-K	000-25705	3.1	12/29/2010
3.6	Articles of Amendment of the Registrant, dated May 11, 2016	8-K	001-35083	10.1	05/12/2016
3.7	Articles of Amendment of the Registrant, dated April 29, 2022	10-Q	001-35083	3.6	05/10/2022
4.1	Specimen Stock Certificate	10-K	001-35083	4.1	02/28/2018
4.2	Form of Indenture, between the Registrant and Wilmington Trust, National Association	S-3	333-229912	4.2	05/10/2022
4.3	Purchase Contract Agreement, dated as of November 12, 2025, between Novanta Inc. and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for holders of the purchase contracts referred to therein and as trustee under the indenture referred to therein.	8-K	001-35083	4.1	11/12/2025

Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/Furnished Herewith
4.4	Form of Unit (included in Exhibit 4.3).	8-K	001-35083	4.2	11/12/2025
4.5	Form of Purchase Contract (included in Exhibit 4.3).	8-K	001-35083	4.3	11/12/2025
4.6	Indenture, dated as of November 12, 2025, between Novanta Inc. and U.S. Bank Trust Company, National Association, as trustee.	8-K	001-35083	4.4	11/12/2025
4.7	First Supplemental Indenture, dated as of November 12, 2022, between Novanta Inc. and U.S. Bank Trust Company, National Association, as trustee.	8-K	001-35083	4.5	11/12/2025
4.8	Form of Note (included in Exhibit 4.7).	8-K	001-35083	4.6	11/12/2025
4.9	Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934					*
10.1††	Novanta Inc. 2010 Incentive Award Plan (Amended and Restated Effective March 19, 2021), as amended	8-K	001-35083	10.1	05/17/2021
10.2††	Form of Deferred Stock Unit Award Agreement	10-K	001-35083	10.59	03/30/2011
10.3††	Form of Stock Option Grant Notice and Stock Option Agreement	10-Q	001-35083	10.2	08/02/2016
10.4	Amended and Restated Lease, dated May 1, 2012, by and between GSI Group Inc. and 125 Middlesex Turnpike, LLC	8-K	001-35083	10.1	05/04/2012
10.5††	Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement	10-Q	001-35083	10.3	08/02/2016
10.6†	Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, Novanta Corporation, Novanta UK Investments Holding Limited, Novanta Europe GmbH, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, BofA Securities, Inc., as joint lead arranger and joint book runner, JP Morgan Chase Bank, N.A., as joint lead arranger, joint book runner, co-syndication agent and lender, Wells Fargo Securities LLC, as joint lead arranger and joint book runner, Wells Fargo Bank, National Association, as co-syndication agent and lender, PNC Capital Markets LLC, as joint lead arranger and joint book runner, PNC Bank, National Association, as co-syndication agent and lender, U.S. Bank National Association, as joint lead arranger and co-syndication agent, Silicon Valley Bank, a Division of First Citizens Bank & Trust Company, as documentation agent and lender, Citibank N.A. as lender, and the other parties thereto.	8-K	001-35083	10.1	07/02/2025
10.7	First Amendment to Fourth Amended and Restated Credit Agreement, dated as of November 5, 2025, by and among Novanta Inc., Novanta Corporation, Novanta UK Investments Holding Limited, Novanta Europe GmbH, Bank of America, N.A., as Administrative Agent, and the other parties thereto.	8-K	001-35083	10.1	11/12/2025
10.8	Lease Agreement, dated as of May 31, 2013, by and between JADAK, LLC and Hancock Part Development, LLC	10-Q	001-35083	10.3	05/06/2014
10.9††	Amended and Restated Employment Agreement, dated April 21, 2017, between Novanta Inc. and Matthijs Glastra	8-K	001-35083	10.1	04/24/2017

Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/Furnished Herewith
10.10††	Amended and Restated Employment Agreement, dated April 21, 2017, between Novanta Inc. and Robert Buckley	8-K	001-35083	10.2	04/24/2017
10.11††	Employment Agreement, dated April 21, 2017, between Novanta Inc. and Brian Young	8-K	001-35083	10.3	04/24/2017
10.12††	Form of New Restricted Stock Unit Award Agreement	10-Q	001-35083	10.1	05/08/2017
10.13††	Form of New Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement	10-Q	001-35083	10.2	05/08/2017
10.14††	Form of Indemnification Agreement, by and between Novanta Inc. and certain officers and directors	10-Q	001-35083	10.2	11/01/2017
10.15††	Form of Indemnification Agreement, by and between Novanta Corporation and certain officers and directors	10-Q	001-35083	10.3	11/01/2017
10.16	First Amendment, dated May 7, 2018, to Amended and Restated Lease (dated as of May 1, 2012) by and between Novanta Corporation and 125 Middlesex Turnpike, LLC	10-Q	001-35083	10.2	05/08/2018
10.17††	Novanta Inc. Non-Employee Director Compensation Policy					*
10.18††	Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement	10-Q	001-35083	10.2	11/06/2018
10.19††	Form of Restricted Stock Unit Award Grant Notice and Agreement	10-Q	001-35083	10.2	05/11/2021
10.20††	Form of Operating Cash Flow Performance Stock Unit Award Grant Notice and Agreement	10-Q	001-35083	10.3	05/11/2021
10.21††	Employment Agreement, dated July 11, 2022, between Novanta Inc. and Michele Welsh	10-Q	001-35083	10.1	08/09/2022
10.22††	Form of Grant Notice and Award Agreement for Performance Stock Unit Awards with rTSR Modifier	10-Q	001-35083	10.1	05/09/2023
10.23††	Promotion Letter, dated December 20, 2024, between Novanta Inc. and Chuck Ravetto					*
10.24††	Offer Letter, dated November 6, 2024, between Novanta Inc. and John Lesica					*
10.25††	Offer Letter, dated November 11, 2025, between Novanta Inc. and Alex Manganiello					*
19.1	Policy Regarding Trades in Securities by Directors, Officers, Company Personnel and Other Insiders	10-K	001-35083	19.1	02/25/2025
21.1	Subsidiaries of the Registrant					*
23.1	Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)					*
23.2	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)					*

Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/Furnished Herewith
31.1 · Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · *
31.2 · Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · *
32.1 · Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · **
32.2 · Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · **
97.1	Policy for Recovery of Erroneously Awarded Compensation	10-K	001-35083	97.1	02/28/2024
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document					*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).					*

† Certain schedules or appendices to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). A copy of any omitted schedule will be furnished to the Securities and Exchange Commission or its staff upon request.

†† This exhibit constitutes a management contract, compensatory plan, or arrangement.

Filed herewith

** Furnished herewith

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