Form 8-K/A

8-K/A — NOVANTA INC

Accession: 0001193125-26-412444

Filed: 2026-10-02

Period: 2026-07-22

CIK: 0001076930

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Financial Statements and Exhibits

Documents

8-K/A — novt-20260722.htm (Primary)

EX-23.1 (novt-ex23_1.htm)

EX-99.1 (novt-ex99_1.htm)

EX-99.2 (novt-ex99_2.htm)

EX-99.3 (novt-ex99_3.htm)

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8-K/A

8-K/A (Primary)

Filename: novt-20260722.htm · Sequence: 1

8-K/A

0001076930true00010769302026-07-222026-07-220001076930novt:SixPointFiveZeroPercentTangibleEquityUnitsMember2026-07-222026-07-220001076930us-gaap:CommonStockMember2026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 its 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. ☐

Explanatory Note

As previously disclosed by Novanta Inc., a New Brunswick corporation (the “Company”) in the Current Report on Form 8-K filed on June 9, 2026 (the “Previous Form 8-K”) 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.

This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company on July 27, 2026, pursuant to Item 9.01(a)(3) and (b)(2) of Form 8-K, to include the financial information required pursuant to Item 9.01(a) and (b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired

Audited consolidated balance sheet of Runway Buyer as of December 31, 2025 and consolidated statement of operations, consolidated statement of member's equity, and consolidated statement of cash flows for the year ended December 31, 2025 and related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

Unaudited consolidated balance sheet of Runway Buyer as of March 31, 2026 and consolidated statement of operations, consolidated statement of member's equity, and consolidated statement of cash flows for the three months ended March 31, 2026 and related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

(b)

Pro Forma Financial Information

The unaudited pro forma condensed combined consolidated financial information as of and for the three months ended April 3, 2026, and for the year ended December 31, 2025, and the related notes are attached as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.

(d)

Exhibits

Exhibit

Number

Description

23.1

Consent of Grant Thornton LLP, Independent Certified Public Accountants

99.1

Audited consolidated financial statements of Runway Buyer, LLC and the related notes thereto as of and for the year ended December 31, 2025

99.2

Unaudited consolidated financial statements of Runway Buyer, LLC and the related notes thereto for the three months ended March 31, 2026

99.3

Unaudited pro forma condensed combined consolidated financial information as of and for the three months ended April 3, 2026 and for the year ended December 31, 2025 and the related notes

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 2, 2026

By:

/s/ Robert J. Buckley

Robert J. Buckley

Chief Financial Officer

EX-23.1

Filename: novt-ex23_1.htm · Sequence: 2

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated October 2, 2026, with respect to the consolidated financial statements of Runway Buyer, LLC for the year ended December 31, 2025 which are included in the Current Report on Form 8-K/A of Novanta Inc. We consent to the incorporation by reference of said report in the Registration Statements of Novanta Inc. on Forms S-8 (File Nos. 333-171260, 333-202598, and 333-256217) and on Forms S-3 (File No. 333-285204 and 333-297130).

/s/ GRANT THORNTON LLP

Salt Lake City, Utah

October 2, 2026

EX-99.1

Filename: novt-ex99_1.htm · Sequence: 3

EX-99.1

EXHIBIT 99.1

Consolidated Financial Statements and Report of Independent Certified Public Accountants

Runway Buyer, LLC

December 31, 2025

Contents

Page

Report of Independent Certified Public Accountants

Consolidated Financial Statements

Consolidated balance sheet

Consolidated statement of operations

Consolidated statement of member’s equity

Consolidated statement of cash flows

Notes to consolidated financial statements

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

grant thornton llp

Salt Lake Hardware Building

155 N. 400 W. Suite 135

Salt Lake City, UT 84103

D +1 801 415 1000

F +1 801 322 0061

Board of Directors

Runway Buyer, LLC

Opinion

We have audited the consolidated financial statements of Runway Buyer, LLC (a Delaware limited liability company) and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of operations, member’s equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for opinion

We conducted our audit of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ GRANT THORNTON LLP

Salt Lake City, Utah

October 2, 2026

Runway Buyer, LLC

CONSOLIDATED BALANCE SHEET

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

8,186,215

Accounts receivable, net of allowance of $140,000

26,148,089

Inventory

26,978,934

Prepaid inventory

153,609

Prepaid expenses and other current assets

1,180,279

Total current assets

62,647,126

Property, plant and equipment, net

23,319,250

Right of use asset

3,719,544

Right of use asset-related party

3,143,078

Deposits on equipment

414,295

Intangible assets, net

93,212,110

Goodwill

165,234,007

Total noncurrent assets

289,042,284

Total assets

351,689,410

LIABILITIES AND MEMBER'S EQUITY

Current liabilities

Accounts payable

3,053,281

Accrued expenses and other current liabilities

7,353,396

Current portion of lease liability

538,485

Current portion of lease liability-related party

874,126

Income tax payable

252,806

Total current liabilities

12,072,094

Long-term debt, net

204,970,135

Long-term lease liability

3,579,644

Long-term lease liability-related party

2,428,923

Deferred income tax, non-current

11,679,772

Total noncurrent liabilities

222,658,474

Total liabilities

234,730,568

Commitments and contingencies

Total member's equity

116,958,842

Total liabilities and member's equity

351,689,410

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31, 2025

2025

Revenues

136,120,000

Cost of goods sold (exclusive of items below)

(54,054,131)

Selling, general and administrative expense

(35,448,721)

Lease expense

(1,671,907)

Lease expense-related party

(956,972)

Depreciation

(3,606,719)

Research and development

(6,546,275)

Income from operations

33,835,275

Other expense

Interest expense

(21,108,147)

Other income, net

197,133

Total other expense

(20,911,014)

Income before income taxes

12,924,261

Income tax expense

(1,461,698)

Net income

11,462,563

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

For the year ended December 31, 2025

Member’s

Interest

Accumulated

Deficit

Member's

Equity

Balance at December 31, 2024

$ 165,312,731

$ (59,816,452)

$ 105,496,279

Net income

—

11,462,563

Distributions to members

—

Balance at December 31, 2025

$ 165,312,731

$ (48,353,889)

$ 116,958,842

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended December 31, 2025

2025

Cash flows from operating activities:

Net income

11,462,563

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

14,086,719

Amortization of debt issuance costs

785,764

Provision for doubtful accounts

(114,843)

Deferred income tax benefit

(2,872,049)

Changes in operating assets and liabilities:

Accounts receivable, net

3,169,645

Inventory

(1,166,004)

Prepaid inventory

804,552

Prepaid expenses and other current assets

16,770

Right of use asset and lease liability

46,078

Accounts payable

(1,502,129)

Income taxes receivable/payable

(641,539)

Payroll liabilities

654,777

Accrued expenses

2,004,823

Customer prepayments

340,775

Net cash provided by operating activities

27,075,902

Cash flows from investing activities:

Purchases of property and equipment

(3,856,975)

Net cash used in investing activities

(3,856,975)

Cash flows from financing activities:

Payments on revolving debt

(11,000,000)

Borrowings on revolving debt

4,000,000

Payments on term debt

(11,684,357)

Net cash used in financing activities

(18,684,357)

CHANGE IN CASH

4,534,570

Cash, beginning of year

3,651,645

Cash, end of year

8,186,215

Supplemental information

Cash paid for interest

21,893,910

Cash paid for taxes

4,905,570

Non-cash investing and financing activities

Property and equipment purchased with accounts payable

127,613

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2025

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation

Runway Buyer, LLC (the “Company”) is a Delaware limited liability company and was formed on June 7, 2019 for the purpose of acquiring Riverpoint Medical, LLC (“Riverpoint”) and is a wholly owned subsidiary of Runway Parent, LLC. Headquartered in Portland, Oregon, Riverpoint is a developer, designer, and manufacturer of medical devices focused on advanced surgical fiber and related technologies, such as bio-absorbable sutures, suture-based implantable devices, advanced needles and high strength medical fiber. Riverpoint’s technologies are used in various markets including wound closure, sports medicine, animal health, cardiology and regenerative medicine. The Company manufactures products in its facilities in the United States and Costa Rica.

The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, Riverpoint Medical, LLC, Riverpoint Medical CR, SRL, and CP Medical Corporation. All intercompany balances have been eliminated.

The accompanying financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“US GAAP”).

Reclassification and Correction of Immaterial Error

The accompanying financial statements for the year ended December 31, 2025 were previously issued on April 10, 2026. In connection with the preparation of these financial statements for inclusion in an SEC filing, certain amounts and disclosures have been reclassified to conform to the requirements of Rule 3-05 of SEC Regulation S-X. Additionally, $5,116,957 of amounts previously reported as Selling, general and administrative expenses were reclassified as Cost of goods sold. The reclassifications affected presentation and disclosure only and had no impact on previously reported results of operations, financial position, member’s equity, or cash flows.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management estimates, judgments, and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates. Significant estimates include the allowance for doubtful accounts, useful lives of property, plant and equipment, the valuation of intangible assets and other long-lived assets, and the recoverability of deferred tax assets.

Revenue Recognition

The Company recognizes revenue in accordance with the five-step model prescribed by Accounting Standards Codification (“ASC”) 606 that includes: (1) identifying the contract; (2) identifying the performance obligations; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) performance obligations are satisfied. The Company provides goods and services to customers based on contractual terms. The duration of the contract does not extend beyond the promised goods or services already transferred. The transaction price of each distinct promised product or service specified in the invoice is based on its relative standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. The Company is the principal in a third-party transaction as the Company manufactures its products and has control over transfer of its products to customers. The Company’s shipping terms provide the primary indicator of the transfer of control. The Company’s general shipping terms are F.O.B. shipping point, where title and risk and rewards of ownership transfer at the point when the products leave the Company’s warehouse. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities).

Rights of return create variability in the transaction price and are not considered a separate performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer’s historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price at the time revenue is initially recognized.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

The Company may offer rebates to customers under contractual arrangements. Rebates represent variable consideration and are accounted for as a reduction of revenue in the period in which the related revenue is recognized. Rebates payable to customers were $2,035,917 and $123,444 as of December 31, 2025 and January 1, 2025, respectively.

The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods as a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the customer upon shipment.

Contract assets related to revenue were $245,086 for the year ended December 31, 2025. Contract assets are included in prepaid expenses and other current assets. The Company's contract assets represent unbilled amounts arising when the Company has transferred control of goods to a customer but has not yet issued an invoice; such amounts are reclassified to accounts receivable once the right to consideration becomes unconditional.

Contract liabilities consist of payments from customers in advance of satisfying performance obligations and accrued customer rebates. Contract liabilities related to customer prepayments and accrued customer rebates totaled $3,312,226 and $1,058,978 as of December 31, 2025 and January 1, 2025, respectively.

The following table presents revenue disaggregated by geography during the twelve months ended December 31, 2025:

2025

United States

$ 110,572,022

Rest of Americas

13,512,387

Europe

6,118,299

Asia

2,114,788

Other

3,802,504

Total

$ 136,120,000

The opening and closing balances of contract assets were not material to the consolidated financial statements, and there were no significant changes in the contract asset balance during the year ended December 31, 2025 resulting from business combinations, cumulative catch-up adjustments to revenue, or impairment. The net accounts receivable balance as of January 1, 2025 was $29,202,891.

Cash

The Company considers all highly liquid investments with an original maturity date of three months or less at the date of acquisition to be cash equivalents. The Company maintains its cash in bank deposit accounts at institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash balances may exceed FDIC insurance limits.

Accounts Receivable

Accounts receivable are generally based on amounts billed to the customer in accordance with contractual provisions. The Company extends credit based on an evaluation of each customer’s financial condition and does not require collateral. Generally, accounts receivable are due no more than 60 days after the issuance of the invoice, however, there are significant customers with extended 90-day payment terms. Receivables past due more than 90 days are considered delinquent. The Company maintains allowances for potential credit losses. The Company has recorded an allowance for credit losses in the amount of $140,000 as of December 31, 2025.

For the year ended December 31, 2025, changes in the allowance for doubtful accounts were as follows:

Balance at beginning of the year

$ 390,000

Recoveries of amounts previously reserved

(114,843)

Write off

(135,157)

Balance at end of the year

$ 140,000

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Inventory

Inventory consists of raw materials and finished goods and are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. The Company maintains inventory reserves for excess, obsolete or slow-moving inventory at levels management believes are sufficient. The Company estimates such reserves primarily based on the age of the inventory and usage compared to inventory levels on an item-by-item basis.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost or fair value at the date of acquisition. Depreciation and amortization of property, plant, and equipment are computed using the straight-line method based upon the shorter of the estimated useful lives or the term of any associated lease, ranging from five to 40 years. Expenditures for repairs and maintenance are expensed as incurred; however, major improvements that expand the capabilities or extend the life of the asset are capitalized. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the related lease, including reasonably certain renewal periods. At the time of retirement or other disposal of property, plant, and equipment, the cost and related accumulated depreciation or amortization are removed from their respective accounts and the resulting gain or loss, if any, is included in other expense in the accompanying consolidated statement of operations.

The Company assesses property, plant, and equipment for impairment whenever changes in circumstances indicate the carrying values of the assets may not be recoverable. Determination of the recoverability is based on an estimate of the undiscounted future cash flows resulting from the use of the assets in comparison to the carrying amount. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the year ended December 31, 2025, there was no impairment of property, plant, and equipment assets.

Intangible Assets

Intangible assets consist primarily of customer relationships, trade names and developed technology and are being amortized on a straight-line basis over the estimated life of the assets ranging from 10 to 16 years.

The Company assesses intangible assets with finite lives for impairment whenever changes in circumstances indicate the carrying values of the assets may not be recoverable. Determination of the recoverability is based on an estimate of the undiscounted future cash flows resulting from the use of the assets in comparison to the carrying amount. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No intangible asset impairment charges have been recorded for the year ended December 31, 2025.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill and indefinite-lived intangibles are not amortized, but rather evaluated for impairment on an annual basis, or more frequently if events or circumstances indicate potential impairment. The Company performs a qualitative assessment as of December 31 to determine whether it is more likely than not that goodwill is impaired.

If the Company were to fail the qualitative assessment, it would perform an impairment test by determining the fair value of each reporting unit using a discounted cash flow model and comparing this fair value to the carrying value of the reporting unit, including goodwill. If the fair value was less than the carrying value of the reporting unit, the Company would recognize an impairment for the difference. The Company’s estimate of future discounted cash flows would be based upon assumptions about the expected future operating performance of the Company. For the year ended December 31, 2025, there was no impairment of goodwill.

Shipping and Handling Costs

Shipping and handling costs are considered a fulfillment activity and include various freight, packaging, delivery and warehouse or facility handling charges and are recorded in cost of goods sold in the accompanying consolidated statement of operations.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Research and Development

Expenditures for research, development and engineering of products are expensed as incurred.

Advertising Expense

Advertising and promotion expenses are expensed as incurred. Advertising expenses included in selling, general and administrative expenses were $39,037 for the year ended December 31, 2025.

Income Taxes

The Company is taxed as a C-corporation. The Company accounts for income taxes in accordance with the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on net deferred tax assets is recorded when it is more likely than not that such assets will not be realized.

The Company follows the guidance related to the accounting for uncertainty in income taxes that prescribes a minimum recognition threshold that a tax position is required to meet before being recognized. It also provides guidance for de-recognition, measurement and classification of uncertain tax positions, treatment of interest and penalties, disclosure requirements, and transition. It is the Company’s policy to record uncertain tax positions, interest, and penalties in tax expense.

Fair Value Measurements

Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures, defines fair values as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities;

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly; and

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. These valuations require significant judgment.

These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As of December 31, 2025, there were no financial instruments within Level 3 of the hierarchy.

Fair Value of Financial Instruments

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The Company's long-term debt bears interest at variable rates that reset periodically with prevailing market rates; accordingly, the carrying amount of the Company's long-term debt approximates its fair value as of December 31, 2025. The fair value of the Company's long-term debt is categorized within Level 2 of the fair value hierarchy. There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2025.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Leases

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated under the risk-free rate which approximates the incremental borrowing rate. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheet. The Company’s leases do not contain any residual value guarantees, variable lease costs, or material restrictive covenants. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient permitted under ASC 842 to not separate lease and non‑lease components for its operating leases related primarily to real estate and equipment.

Recently Adopted Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify the application of the scope guidance in Topic 718 to profits interests and similar awards by adding illustrative examples addressing common award features. The Company has not adopted the amendments as of the date of these financial statements; therefore, the provisions of ASU 2024-01 are not reflected in the accompanying consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 beginning with its consolidated financial statement disclosures for the year ended December 31, 2025.

NOTE 2 - Supplementary balance sheet information

Inventories, net of reserve of $989,667 as of December 31 consisted of the following:

2025

Raw materials

$ 22,916,340

Work in process

1,300,001

Finished goods

2,762,593

Total inventory

$ 26,978,934

Accrued expenses and other current liabilities as of December 31 consisted of the following:

2025

Payroll liabilities

$ 3,138,243

Accrued rebates

2,035,917

Customer prepayment

1,276,309

Other

902,927

Total accrued expenses and other current liabilities

$ 7,353,396

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

NOTE 3 - PROPERTY AND EQUIPMENT

The estimated useful lives, cost, and accumulated depreciation of property, plant, and equipment as of December 31 are as follows:

Useful Life

2025

Leasehold improvement

15 - 40 Years

$ 9,994,085

Cleanroom equipment

5 - 10 Years

3,292,866

Production equipment

7 - 10 Years

16,125,430

Molds and dyes

7 Years

862,727

Office equipment

5 - 7 Years

1,583,707

Furniture and fixtures

7 Years

829,114

32,687,929

Less: accumulated depreciation

(10,355,807)

22,332,122

Construction in progress

987,128

Total property, plant, and equipment, net

$ 23,319,250

Property, plant, and equipment, net are aggregated based on the location of the assets. A summary of the locations is as follows:

2025

United States

$ 8,097,148

Costa Rica

15,222,102

Total property, plant, and equipment, net

$ 23,319,250

Depreciation expense was $3,606,719 for the year ended December 31, 2025.

NOTE 4 - INTANGIBLE ASSETS

Identifiable intangible assets consist of the following as of December 31, 2025:

Useful Life

Cost

Accumulated Amortization

Net Book Value

Customer relationships

10-16 years

$ 134,300,000

$ (57,497,473)

$ 76,802,527

Trade name

Indefinite life

14,000,000

—

14,000,000

Developed technology

12 years

4,400,000

(1,990,417)

2,409,583

$ 152,700,000

$ (59,487,890)

$ 93,212,110

The 2025 weighted-average remaining useful life of the intangibles is approximately 8 years.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Amortization expense was $10,480,000 for the year ended December 31, 2025 and is recorded in Selling, general, and administrative expense. Amortization expense for intangible assets expected to be charged to operations, for years ending after December 31, 2025, are as follows:

Year Ending December 31,

2026

$ 10,480,000

2027

10,480,000

2028

10,480,000

2029

9,929,998

2030

9,380,000

Thereafter

28,462,112

$ 79,212,110

NOTE 5 - GOODWILL

The goodwill balance as of January 1, 2025 and for the year ended December 31, 2025 was $165,234,007.

NOTE 6 - LONG-TERM DEBT

The Company entered into a Credit Agreement with multiple participating lenders on June 21, 2019. The agreement includes a term loan of $110,000,000, a revolving line of credit with availability of $20,000,000, letters of credit with availability of $5,000,000, and a swing line loan with availability of $5,000,000. Both the letters of credit and swing line count against the revolver availability if utilized.

On September 3, 2021, the Company entered into the First Amendment to the Credit Agreement, under which the lenders extended an additional aggregate principal amount on the term loan of $71,000,000. As a result of the Amendment, the Company incurred $1,157,000 of debt issuance costs, which the Company is amortizing over the term of the loan. The interest rate on the note payable is variable in nature and is based on the Company’s consolidated total leverage ratio. The interest rate ranges from 4.5% - 5.75% plus the reference rate.

On December 28, 2022, the Company entered into the Second Amendment to the Credit Agreement, under which the lenders changed LIBOR benchmark interest rate to SOFR with no other changes. The interest rate ranges from 4.5% - 5.75% plus the reference rate.

On January 22, 2024, the Company entered into the Third Amendment to the Credit Agreement, under which Incremental Term Loan Commitments in an aggregate principal amount of $35,700,000 was granted to purchase CP Medical Corporation.

On August 23, 2024, the Company entered into the Fourth Amendment to the Credit Agreement under which the Revolving Loan Commitment was determined to be terminated on June 21, 2027.

On September 4, 2024, the Company entered into the Fifth Amendment to the Credit Agreement, under which the Company requested Incremental Revolving Loan Commitments in an aggregate principal amount of $15,000,000 and Incremental Term Loan Commitments in an aggregate principal amount of $10,000,000.

On September 9, 2025, the Company amended the Credit Agreement to revise the leverage‑based interest rate pricing grid. As a result, the applicable interest rate now ranges from 4.5% to 6.0% plus the reference rate.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Long-term debt consists of the following at December 31:

2025

Note payable in quarterly installments payments of $447,202 due in full June 21, 2027, interest at SOFR plus 4.5% - 6.00%.

$ 206,129,155

Line of credit, interest at SOFR plus 4.5% - 6.00%.

—

206,129,155

Less: debt issuance costs

(1,159,020)

204,970,135

Less: current portion of long-term debt

—

$ 204,970,135

During the year ended December 31, 2025, the Company made voluntary prepayments on its term loan in excess of the required scheduled principal payments. As a result, no principal payments are contractually due within the next twelve months as of December 31, 2025, and therefore no current portion of long‑term debt is presented on the consolidated balance sheet. The Company does not incur commitment fees, and no special withdrawal conditions exist beyond standard default provisions.

The line of credit requires payment of a fee payable to each lender party to the agreement, in proportion to that Lender’s pro rata share in respect of the line commitments equal to the average of the daily excess of the line of credit availability over the aggregate principal amount outstanding on the line of credit multiplied by 0.375% per annum.

The loans contain a maximum leverage ratio as part of the debt covenant. The Company was in compliance with all covenants as of December 31, 2025. Substantially all the assets of the Company are pledged as collateral to the Credit Agreement. The Credit Agreement requires the Company to maintain a maximum consolidated total leverage ratio not to exceed 8.00:1.00, tested on a quarterly basis. The weighted-average interest rate on the Company's outstanding borrowings was 8.17% as of December 31, 2025. The Company's obligations under the Credit Agreement are secured by a first-priority lien on, and security interest in, substantially all of the Company's assets, including accounts receivable, inventory, equipment, intellectual property, and the equity interests of its subsidiaries. There were no covenant violations as of December 31, 2025.

Minimum future principal payments of debt are as follows:

Year Ending December 31,

2026

$ —

2027

206,129,155

2028

—

2029

—

2030

—

Thereafter

—

$ 206,129,155

NOTE 7 - MEMBERSHIP INTERESTS

Runway Buyer is wholly owned by Runway Parent, which is represented by a membership interest of $165,312,731 as of December 31, 2025.

NOTE 8 - DEFINED CONTRIBUTION PLAN

The Company participates in a 401K defined contribution profit sharing plan. The plan covers all regular full-time employees who are at least age 21. Total expense related to the plan was $850,296 for the year ended December 31, 2025.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

NOTE 9 - INCOME TAXES

Components of the Company’s income before income taxes for the year ended December 31, 2025 are as follows:

2025

Income before provision for income taxes was as follows:

United States

$ 6,263,828

Foreign

6,660,433

Income before income taxes

$ 12,924,261

The Company’s income tax expense for the year ended December 31, 2025 consisted of the following:

2025

U.S. Federal:

Current

$ 3,698,550

Deferred

(2,107,860)

Total

1,590,690

U.S. State:

Current

766,500

Deferred

(764,189)

Total

2,311

Foreign:

Current

(131,303)

Deferred

—

Total

(131,303)

Total income tax expense

$ 1,461,698

The Company’s effective income tax rate differs from the U.S. Federal Statutory income tax rate as itemized below:

Amount

Percentage

U.S. federal statutory income tax rate

$ 2,714,095

21.00%

Domestic state and local income taxes, net of federal effect(1)

(313,745)

(2.43)%

Foreign tax effects

Costa Rica

Statutory rate differential

(1,398,577)

(10.82)%

Effect of cross-border tax laws

Foreign-derived intangible income

(784,010)

(6.07)%

Global intangible low-taxed income

1,268,868

9.82%

Nontaxable and nondeductible items

Others

49,811

0.39%

Tax credits

Research and development tax credits

(132,835)

(1.03)%

Other adjustments

58,091

0.45%

Effective tax rate

$ 1,461,698

11.31%

(1)

The state and local jurisdiction that contributes to the majority (greater than 50%) of the tax effect in this category is Oregon.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

The Company accounts for income taxes under the asset-liability method for those entities classified for tax purposes as “C Corporations.” Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when it is more likely than not that the benefits of existing deferred tax assets will not be realized in a future period.

Significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows:

2025

Deferred tax assets

Accruals and reserves

$ 287,441

Inventory

433,145

Interest limitation carryforward

8,866,185

Operating lease liabilities

878,490

Other

104,778

Total deferred tax assets

10,570,039

Deferred tax liabilities

Depreciation and amortization

(21,292,373)

Operating right-of-use assets

(835,044)

Other

(122,394)

(22,249,811)

Net deferred tax liabilities

$ (11,679,772)

As of December 31, 2025, the Company had no federal and state net operating loss carryforwards.

The Company files income tax returns with the U.S. federal government, Costa Rica, and various state jurisdictions. The Company is subject to federal income tax examinations based upon statute of limitations for years 2021 forward. The Company operates in Costa Rica and a number of state and local jurisdictions, most of which have never audited the Company's records. Accordingly, the Company is subject to state and local and foreign income tax examinations based upon the various statutes of limitations in each jurisdiction. The Company is not currently under examination in any jurisdiction.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

Gross unrecognized tax benefit at beginning of the year

$ 595,918

Settlements and effective settlements with tax authorities

(595,918)

Changes in balances related to tax position taken during prior periods

—

Changes in balances related to tax position taken during current period

—

Lapse of statute of limitations

—

Gross unrecognized tax benefit at end of year

$ —

For uncertain tax positions, the Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured as the largest amount of liability that is greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2025 and 2024, there is $0 and $595,918 of uncertain tax positions respectively. The total amount of such unrecognized tax benefits that if recognized would favorably affect the effective income tax rate in future periods is $0 at the end of 2025.

As of December 31, 2025 and 2024, there was $3,110 and $79,154 of interest and penalties related to uncertain tax positions respectively. The Company's policy is to record tax related interest and penalties within the tax provision.

The Company’s foreign operations benefit from a tax holiday, which is set to expire in 2030. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday, before taking into consideration other U.S. tax provisions, was $399,593 for the year ending December 31, 2025.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

The amount of cash income taxes paid by or refunded to the Company were as follows:

Federal

$ 4,425,000

State and Local

California

378,767

Indiana

591,306

Oregon

(822,316)

Other

332,813

Income taxes paid, net of amounts refunded

$ 4,905,570

The One Big Beautiful Bill Act (“OB3”) was enacted on July 4, 2025, which includes wide-ranging tax reforms for businesses. OB3 extended and modified certain provisions of the Tax Cuts & Jobs Act (“TCJA”) and made certain key elements permanent, including 100% bonus depreciation, immediate expensing of domestic research costs and the deductibility of business interest expense. The Company’s consolidated financial statements for the year ended December 31, 2025 reflect adjustments related to OB3. While the enacted legislation did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025, it resulted in a favorable change in the timing of cash taxes due to certain accelerated deductions. The Company will continue to assess the impact of OB3 provisions that become effective in future years and monitor potential outcomes based on its facts and circumstances each upcoming year.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company leases its production facility, offices, and a warehouse from a member under an operating lease. The lease requires monthly payments of $58,726 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes two additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $736,521 to the member for the year ended December 31, 2025. ROU asset and lease liability related to the member is $2,279,238 and $2,406,060 as of December 31, 2025. The lease liability consisted of $634,677 included in the current portion of operating lease liabilities and $1,771,383 was included in long-term operating lease liabilities.

In 2023 the Company entered into a new operating lease for an office space with Butler Block LLC., which is a related party entity. The lease requires a monthly payment of $21,332 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes three additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $255,555 to this vendor for the year ended December 31, 2025. The ROU asset and lease liability related to this vendor is $863,840 and $896,989 as of December 31, 2025. The lease liability of $896,989 consisted of $239,449 included in the current portion of operating lease liabilities and $657,540 was included in long-term operating lease liabilities.

During 2025, the Company made $685,526 of inventory related purchases with Western Filament, Inc, a related party entity.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

NOTE 11 - LEASES

The Company has operating leases for corporate offices, warehouses, parking lots, and equipment with terms expiring approximately one year to five years from reporting date, some of which included options to extend the lease.

December 31, 2025

Operating lease right-of-use assets

$ 3,719,544

Operating lease right-of-use assets – related party

3,143,078

Operating lease liabilities

(4,118,129)

Operating lease liabilities – related party

(3,303,049)

Current lease liabilities

(538,485)

Current lease liabilities – related party

(874,126)

Long-term lease liabilities

(3,579,644)

Long-term lease liabilities – related party

(2,428,923)

The Company did not incur variable or short‑term lease costs during the periods presented. Accordingly, all lease costs recognized relate to fixed payments under operating leases. For the year ended December 31, 2025, total operating lease costs were $2,628,879. The weighted‑average remaining lease terms were 5.31 years and the weighted‑average discount rate was 3.7% for the period.

Total cash paid for operating lease liabilities was $2,144,386 for the year ended December 31, 2025.

Future minimum lease payments under the leases are as follows:

Year Ending December 31,

2026

$ 1,796,814

2027

1,600,770

2028

1,610,126

2029

1,093,982

2030

607,530

Thereafter

1,377,784

8,087,006

Less: imputed interest

665,828

Total lease liabilities

$ 7,421,178

NOTE 12 - CONCENTRATIONS

The Company had two customers with over 10% of total sales accounting for 30% of total sales for the year ended December 31, 2025. As of December 31, 2025, three customers with over 10% of total accounts receivable accounted for 62% of the total accounts receivable balance. There were no vendors with over 10% of total purchases for the year ended December 31, 2025.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Purchase Commitments

In the normal course of business, the Company enters into noncancelable purchase commitments with certain suppliers for raw materials and finished goods. As of December 31, 2025, the Company had unconditional purchase obligations that are fixed and determinable totaling approximately $20,213,981, all due within the next twelve months of the balance sheet date.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

For the year ended December 31, 2025

Legal Proceedings

The Company is subject to various claims, disputes, and legal proceedings that arise in the ordinary course of business. Management assesses the likelihood of any adverse outcomes and records a loss contingency when a loss is both probable and reasonably estimable. Management does not believe that the ultimate resolution of any currently pending matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows. As of December 31, 2025, no material amounts have been accrued for loss contingencies.

NOTE 14 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 2, 2026, which is the date these consolidated financial statements were issued.

On July 23, 2026, Novanta Inc., a Canadian corporation, through indirect subsidiaries, completed the acquisition of all of the issued and outstanding limited liability company interests of the Company for approximately $1.2 billion in cash, subject to customary adjustments based on cash, working capital, debt and transaction expenses of the Company as of the closing of the transaction. In addition, a milestone payment amount of $250.0 million remains payable by Novanta Inc. on or before January 8, 2027. On July 23, 2026, in connection with the closing of the acquisition, the Company’s outstanding bank indebtedness was paid in full out of the purchase price proceeds.

EX-99.2

Filename: novt-ex99_2.htm · Sequence: 4

EX-99.2

EXHIBIT 99.2

Runway Buyer, LLC

March 31, 2026 (Unaudited)

Contents

Page

Condensed Consolidated Financial Statements (unaudited)

Consolidated balance sheets

Consolidated statement of operations

Consolidated statement of member’s equity

Consolidated statement of cash flows

Notes to consolidated financial statements

Runway Buyer, LLC

CONSOLIDATED BALANCE SHEETS

March 31, 2026

December 31, 2025

ASSETS

Current assets

Cash and cash equivalents

6,992,411

8,186,215

Accounts receivable, net of allowance of $140,000 and $140,000, respectively

27,130,996

26,148,089

Inventory

26,141,704

26,978,934

Prepaid inventory

362,775

153,609

Prepaid expenses and other current assets

831,208

1,180,279

Total current assets

61,459,094

62,647,126

Property, plant and equipment, net

23,235,298

23,319,250

Right of use asset

3,806,737

3,719,544

Right of use asset-related party

2,931,166

3,143,078

Deposits on equipment

610,811

414,295

Intangible assets, net

90,592,110

93,212,110

Goodwill

165,234,007

Total noncurrent assets

286,410,129

289,042,284

Total assets

347,869,223

351,689,410

LIABILITIES AND MEMBER'S EQUITY

Current liabilities

Accounts payable

2,388,837

3,053,281

Accrued expenses and other current liabilities

6,120,636

7,353,396

Current portion of lease liability

584,726

538,485

Current portion of lease liability-related party

888,755

874,126

Income tax payable

853,618

252,806

Total current liabilities

10,836,572

12,072,094

Long-term debt, net

200,166,576

204,970,135

Long-term lease liability

3,623,172

3,579,644

Long-term lease liability-related party

2,201,450

2,428,923

Deferred income tax, non-current

11,679,772

Total noncurrent liabilities

217,670,970

222,658,474

Total liabilities

228,507,542

234,730,568

Commitments and contingencies

Total member's equity

119,361,681

116,958,842

Total liabilities and member's equity

347,869,223

351,689,410

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended March 31, 2026

Revenues

33,457,338

Cost of goods sold (exclusive of items below)

(13,430,211)

Selling, general and administrative expense

(9,032,861)

Lease expense

(220,262)

Lease expense-related party

(239,243)

Depreciation

(1,002,525)

Research and development

(2,047,482)

Income from operations

7,484,754

Other expense

Interest expense

(4,465,262)

Other income, net

13,600

Total other expense

(4,451,662)

Income before income taxes

3,033,092

Income tax expense

(630,253)

Net income

2,402,839

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY

For the three months ended March 31, 2026

Member’s

Accumulated

Member's

Interest

Deficit

Equity

Balance at December 31, 2025

$ 165,312,731

$ (48,353,889)

$ 116,958,842

Net income

—

2,402,839

Distributions to members

—

Balance at March 31, 2026

$ 165,312,731

$ (45,951,050)

$ 119,361,681

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

Cash flows from operating activities:

Net income

2,402,839

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

3,622,525

Amortization of debt issuance costs

196,441

Changes in operating assets and liabilities:

Accounts receivable, net

(982,907)

Inventory

837,230

Prepaid inventory

(209,166)

Prepaid expenses and other current assets

349,071

Right of use asset and lease liability

1,644

Accounts payable

(792,057)

Income taxes receivable/payable

600,812

Payroll liabilities

577,641

Accrued expenses

(1,611,246)

Customer prepayments

(199,155)

Net cash provided by operating activities

4,793,672

Cash flows from investing activities:

Purchases of property and equipment

(987,476)

Net cash used in investing activities

(987,476)

Cash flows from financing activities:

Payments on term debt

(5,000,000)

Net cash used in financing activities

(5,000,000)

CHANGE IN CASH

(1,193,804)

Cash, beginning of year

8,186,215

Cash, end of period

6,992,411

Supplemental information

Cash paid for interest

4,268,821

Cash paid for taxes

28,941

Non-cash investing and financing activities

Property and equipment purchased with accounts payable

127,613

The accompanying notes are an integral part of these consolidated financial statements.

Runway Buyer, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2026

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company's financial position as of March 31, 2026, and its results of operations and cash flows for the three months ended March 31, 2026.

The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026.

In March 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify the application of the scope guidance in Topic 718 to profits interests and similar awards by adding illustrative examples addressing common award features. The Company adopted the amendments on January 1, 2026 using the retrospective transition method. The Company previously accounted for its profits interest unit awards as share-based payment arrangements under Topic 718. Accordingly, adoption of the amendments did not change the Company’s accounting for those awards and did not have a material effect on its condensed consolidated financial statements.

Other than the change mentioned above, there have been no additional material changes to the Company's significant accounting policies from those described in the Company's audited consolidated financial statements as of and for the year ended December 31, 2025. Accordingly, those policies are not repeated herein, and the interim disclosures required by ASC 270 are presented in the notes below.

Revenue Recognition

Contract assets related to revenue were $163,876 and $245,086 as of March 31, 2026 and December 31, 2025, respectively. Contract assets are included in prepaid expenses and other current assets. The Company's contract assets represent unbilled amounts arising when the Company has transferred control of goods to a customer but has not yet issued an invoice; such amounts are reclassified to accounts receivable once the right to consideration becomes unconditional. Contract liabilities consist of payments from customers in advance of satisfying performance obligations. Contract liabilities

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

related to customer prepayments and accrued customer rebates totaled $1,310,908 and $3,312,226 as of March 31, 2026 and December 31, 2025, respectively.

The following table presents revenue disaggregated by geography during the three months ended March 31, 2026:

Three months ended March 31, 2026

United States

27,879,273

Rest of Americas

2,151,231

Europe

1,978,767

Asia

1,040,390

Other

407,677

Total

33,457,338

Fair Value of Financial Instruments

The carrying amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values because of the short-term maturities of these instruments. The Company's long-term debt bears interest at variable rates that reset periodically with prevailing market rates; accordingly, the carrying amount of the Company's long-term debt approximates its fair value as of March 31, 2026 and December 31, 2025. The fair value of the Company's long-term debt is categorized within Level 2 of the fair value hierarchy. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026.

NOTE 2 – supplemental balance sheet information

Inventories, net of reserve of $820,426 and $989,667 as of March 31, 2026 and December 31, 2025, respectively, consisted of the following:

March 31, 2026

December 31, 2025

Raw materials

$ 21,918,951

$ 22,916,340

Work in process

1,824,272

1,300,001

Finished goods

2,398,481

2,762,593

Total inventory

$ 26,141,704

$ 26,978,934

Accrued expenses and other current liabilities as of March 31, 2026 and December 31, 2025, respectively, consisted of the following:

March 31,

2026

December 31, 2025

Payroll liabilities

$ 3,715,884

$ 3,138,243

Accrued rebates

233,754

2,035,917

Customer prepayments

1,077,154

1,276,309

Other

1,093,844

902,927

Total accrued expenses and other current liabilities

$ 6,120,636

$ 7,353,396

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

NOTE 3 - PROPERTY AND EQUIPMENT

The estimated useful lives, cost, and accumulated depreciation of property and equipment as of March 31, 2026 and December 31, 2025 are as follows:

Useful Life

March 31, 2026

December 31, 2025

Leasehold improvement

15 - 40 Years

$ 10,169,372

$ 9,994,085

Cleanroom equipment

5 - 10 Years

3,339,320

3,292,866

Production equipment

7 - 10 Years

16,665,039

16,125,430

Molds and dyes

7 Years

862,727

Office equipment

5 - 7 Years

1,612,700

1,583,707

Furniture and fixtures

7 Years

846,260

829,114

33,495,418

32,687,929

Less: accumulated depreciation

(11,358,331)

(10,355,807)

22,137,087

22,332,122

Construction in progress

1,098,211

987,128

Total property and equipment, net

$ 23,235,298

$ 23,319,250

Depreciation expense was $1,002,525 for the three months ended March 31, 2026.

NOTE 4 - INTANGIBLE ASSETS

Identifiable intangible assets consist of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Amortizable intangible assets:

Customer relationships

$ 134,300,000

$ (60,021,640)

$ 74,278,360

$ 134,300,000

$ (57,497,473)

$ 76,802,527

Developed technology

4,400,000

(2,086,250)

2,313,750

4,400,000

(1,990,417)

2,409,583

Amortizable intangible assets

138,700,000

(62,107,890)

76,592,110

138,700,000

(59,487,890)

79,212,110

Non-amortizable intangible assets:

Trade name

14,000,000

—

14,000,000

—

14,000,000

Total intangible assets

$ 152,700,000

$ (62,107,890)

$ 90,592,110

$ 152,700,000

$ (59,487,890)

$ 93,212,110

The weighted average remaining useful life of the intangibles was approximately 8 years as of March 31, 2026 and December 31, 2025, respectively.

Amortization expense was $2,620,000 for the three months ended March 31, 2026 and is included in Selling, general, and administrative expenses.

The net carrying amount of identifiable intangible assets was $90,592,110 as of March 31, 2026. The detailed composition of intangible assets by cost and accumulated amortization as of December 31, 2025 is presented in the Company’s audited

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

consolidated financial statements; there were no material changes in the composition of intangible assets during the three months ended March 31, 2026 other than amortization recognized in the ordinary course.

Estimated future amortization expense for the five succeeding years and thereafter is as follows:

Year Ending December 31,

2026 (remaining nine months)

$ 7,860,000

2027

10,480,000

2028

10,480,000

2029

9,929,998

2030

9,380,000

Thereafter

28,462,112

$ 76,592,110

NOTE 5 - GOODWILL

The goodwill balance was $165,234,007 and $165,234,007 as of March 31, 2026 and December 31, 2025, respectively.

NOTE 6 - LONG-TERM DEBT

The Company has a Credit Agreement with a syndicate of participating lenders, as amended, providing for a term loan and a revolving line of credit with availability of $20,000,000. Borrowings under the term loan bear interest at a variable rate of SOFR plus a leverage-based margin ranging from 4.5% to 6.00%, and the facility matures on June 21, 2027.

Long-term debt consists of the following at March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

Note payable in quarterly installments payments of $447,202 due in full June 21, 2027, interest at SOFR plus 4.5% - 6.00%.

$ 201,129,155

$ 206,129,155

Line of credit, interest at SOFR plus 4.5% - 6.00%.

—

201,129,155

206,129,155

Less: debt issuance costs

(962,579)

(1,159,020)

200,166,576

204,970,135

Less: current portion of long-term debt

—

$ 200,166,576

$ 204,970,135

During the three months ended March 31, 2026, the Company made voluntary prepayments on its term loan in excess of the required scheduled principal payments. As a result, no principal payments are contractually due within the next twelve months as of March 31, 2026, and therefore no current portion of long‑term debt is presented on the consolidated balance sheet. The Company does not incur commitment fees, and no special withdrawal conditions exist beyond standard default provisions.

The loans contain a maximum leverage ratio as part of the debt covenant. The Company was in compliance with all covenants as of March 31, 2026. Substantially all the assets of the Company are pledged as collateral to the Credit Agreement. The Credit Agreement requires the Company to maintain a maximum consolidated total leverage ratio not to

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

exceed 8.00:1.00, tested on a quarterly basis. The weighted-average interest rate on the Company's outstanding borrowings was 9.00% as of March 31, 2026. The Company's obligations under the Credit Agreement are secured by a first-priority lien on, and security interest in, substantially all of the Company's assets, including accounts receivable, inventory, equipment, intellectual property, and the equity interests of its subsidiaries. There were no covenant violations as of March 31, 2026.

Other than the principal repayment, there were no significant changes in the Company’s long-term debt or other financing arrangements during the three months ended March 31, 2026.

Minimum future principal payments of debt are as follows:

Year Ending December 31,

2026 (remaining nine months)

$ —

2027

201,129,155

2028

—

2029

—

2030

—

Thereafter

—

$ 201,129,155

NOTE 7 - MEMBERSHIP INTERESTS

Runway Buyer is wholly owned by Runway Parent, which is represented by a membership interest of $165,312,731 as of March 31, 2026.

NOTE 8 - INCOME TAXES

The Company's provision for income taxes for the interim period is determined using an estimated annual effective tax rate, adjusted for discrete items recognized in the period, in accordance with ASC 740-270. The Company's effective tax rate was 20.8% for the three months ended March 31, 2026. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes and net CFC tested income, offset by foreign-derived deduction eligible income deduction, the Costa Rica tax holiday, and federal tax credits.

As of March 31, 2026, the Company had no federal and state net operating loss carryforwards. For uncertain tax positions, the Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured as the largest amount of liability that is greater than 50% likely of being realized upon ultimate settlement. The Company’s policy is to record tax related interest and penalties within the tax provision. As of March 31, 2026, there are no interest and penalties that relate to uncertain tax positions. As of March 31, 2026, the Company had no unrecognized tax benefits, and accordingly a tabular reconciliation of the beginning and ending balances of unrecognized tax benefits has not been presented. The Company does not expect a significant change in unrecognized tax benefits within the next twelve months. The Company’s foreign operations benefit from a tax holiday, which is set to expire in 2030. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday, before taking into consideration other U.S. tax provisions, was $80,790 for the three months ending March 31, 2026.

The Company is subject to federal and state income tax. The years that remain subject to examination are 2020 and later for federal and state purposes.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company leases its production facility, offices, and a warehouse from a member under an operating lease. The lease requires monthly payments of $58,726 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes two additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $176,177 to the member for the three months ended March 31, 2026. ROU asset and lease liability related to the member was $2,126,824 and $2,252,432 as of March 31, 2026 and $2,279,238 and $2,406,060 as of December 31, 2025, respectively.

In 2023 the Company entered into a new operating lease for an office space with Butler Block LLC., which is a related party entity. The lease requires a monthly payment of $21,332 escalating annually by 3%. The current non‑cancellable lease term extends through June 2029 and includes three additional renewal options of five years each. The renewal options are not included in the measurement of the related right‑of‑use asset and lease liability, as the Company is not reasonably certain to exercise the renewal options as of the balance sheet date. If the Company elects to exercise a renewal option, the lease will be remeasured at that time. The Company made lease payments of $63,997 to this member for the three months ended March 31, 2026. The ROU asset and lease liability related to this member was $804,342 and $837,773 as of March 31, 2026 and $863,840 and $896,989 as of December 31, 2025, respectively.

During the three months ended March 31, 2026 the Company made $97,420 of inventory related purchases with Western Filament, Inc, a related party entity.

NOTE 10 - LEASES

March 31, 2026

December 31, 2025

Operating lease right-of-use assets

$ 3,806,737

$ 3,719,544

Operating lease right-of-use assets – related party

2,931,166

3,143,078

Operating lease liabilities

(4,207,898)

(4,118,129)

Operating lease liabilities – related party

(3,090,205)

(3,303,049)

Current lease liabilities

(584,726)

(538,485)

Current lease liabilities – related party

(888,755)

(874,126)

Long-term lease liabilities

(3,623,172)

(3,579,644)

Long-term lease liabilities – related party

(2,201,450)

(2,428,923)

The Company did not incur variable or short‑term lease costs during the periods presented. Accordingly, all lease costs recognized relate to fixed payments under operating leases. For the three months ended March 31, 2026, total operating lease costs were $459,505. The weighted-average remaining lease term was 5.23 years and the weighted-average discount rate was 3.8% as of March 31, 2026. As of December 31, 2025, the weighted-average remaining lease term was 5.31 years and the weighted-average discount rate was 3.7%.

Total cash paid for operating lease liabilities was $387,421 for the three months ended March 31, 2026.

NOTE 11 - CONCENTRATIONS

The Company had two customers with over 10% of total sales accounting for 39% of total sales for the three months ended March 31, 2026. As of March 31, 2026, two customers accounted for 44% of the total accounts receivable balance. There were no vendors with over 10% of total purchases for the three months ended March 31, 2026.

Runway Buyer, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended March 31, 2026

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Purchase Commitments

There have been no material changes to the Company’s purchase commitments since December 31, 2025.

Legal Proceedings

The Company is subject to various claims, disputes, and legal proceedings that arise in the ordinary course of business. Management assesses the likelihood of any adverse outcomes and records a loss contingency when a loss is both probable and reasonably estimable. Management does not believe that the ultimate resolution of any currently pending matters will have a material adverse effect on the Company's financial position, results of operations, or cash flows. As of March 31, 2026, no material amounts have been accrued for loss contingencies.

NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 2, 2026, which is the date these unaudited condensed consolidated financial statements were issued.

EX-99.3

Filename: novt-ex99_3.htm · Sequence: 5

EX-99.3

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

As previously disclosed in the Current Report on Form 8-K filed on June 9, 2026 (the “Previous Form 8-K”), by Novanta Inc., a Canadian corporation (the “Company”) with the Securities and Exchange Commission (“SEC”), 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.

The aggregate purchase price of approximately $1,450.6 million was funded through cash on hand and $616.0 million of borrowings under the Company's revolving credit facility and delayed draw term loan facility under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) (the “Debt Financing”). In addition, a milestone payment amount of $250.0 million remains payable by the Buyer Parties to Seller on or before January 8, 2027. Accordingly, the milestone payment has been included in consideration transferred and recorded at its acquisition-date fair value in the unaudited pro forma condensed combined balance sheet.

On June 8, 2026, the Company entered into a securities purchase agreement with institutional and other accredited investors for a private placement of the Company's common shares, which resulted in gross proceeds of approximately $300 million, before placement agent fees and offering expenses of $12.4 million. The placement closed on June 11, 2026, and the Company recorded net proceeds of approximately $287.6 million (the “Equity Financing”). The Company used the Equity Financing to fund the acquisition.

The unaudited pro forma condensed combined balance sheet as of April 3, 2026 is presented as if the Transaction had occurred on April 3, 2026 and is based on the unaudited consolidated balance sheet of the Company as of April 3, 2026 (as filed with the SEC in its Quarterly Report on Form 10-Q for the three months ended April 3, 2026) and the unaudited consolidated balance sheet of Runway Buyer as of March 31, 2026, which is included herein as Exhibit 99.2 to this Current Report on Form 8-K/A.

The unaudited pro forma condensed combined statement of operations for the three months ended April 3, 2026 is presented as if the Transaction had occurred on January 1, 2025 and is based upon the unaudited consolidated statement of operations of the Company for the three months ended April 3, 2026 (as filed with the SEC in its Quarterly Report on Form 10-Q for the three months ended April 3, 2026) and the unaudited consolidated statement of operations of Runway Buyer for the three months ended March 31, 2026, which is included herein as Exhibit 99.2 to this Current Report on Form 8-K/A.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 is presented as if the Transaction had occurred on January 1, 2025 and is based upon the audited consolidated statement of operations of the Company for the year ended December 31, 2025 (as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2025) and the audited consolidated statement of operations of Runway Buyer for the year ended December 31, 2025 (attached as Exhibit 99.1 to this Current Report on Form 8-K/A).

The unaudited pro forma condensed combined financial information should be read in conjunction with:

●

The accompanying notes to the unaudited pro forma condensed combined financial information;

●

The audited consolidated financial statements and related notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025;

●

The unaudited consolidated financial statements and related notes of the Company as of and for the three months ended April 3, 2026, included in the Company's Quarterly Report on Form 10-Q for the three months ended April 3, 2026;

●

The audited consolidated financial statements and related notes of Runway Buyer as of and for the year ended December 31, 2025, included as Exhibit 99.1 to this Current Report on Form 8-K/A; and

●

The unaudited condensed consolidated financial statements and related notes of Runway Buyer as of and for the three months ended March 31, 2026, included as Exhibit 99.2 to this Current Report on Form 8-K/A.

The Transaction is being accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer. Under the acquisition method of accounting, the purchase consideration is allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the respective acquisition. The process of valuing the net assets of Runway Buyer immediately prior to the Transaction, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed related to the Transaction will be recorded as goodwill. Accordingly, the purchase consideration allocation and related adjustments reflected in this unaudited pro forma

condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

All financial data included in the unaudited condensed combined financial information is presented in thousands of U.S. dollars and has been prepared on the basis of U.S. GAAP and the Company's accounting policies.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transaction, Equity Financing and Debt Financing had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of April 3, 2026

(dollars and shares in thousands, except per share data)

Novanta Inc.

Runway Buyer

Reclassified

(as of March 31, 2026)

(Note 2)

Transaction Accounting Adjustments - Acquisition

Note

Transaction Accounting Adjustments - Equity Issuance

Note

Transaction Accounting Adjustments - Debt Financing

Note

Pro Forma Combined

ASSETS

Current assets

Cash and cash equivalents

388,799

6,992

(1,232,827

)

(a), (k)

287,605

(l)

613,720

(h), (i)

64,289

Accounts receivable, net of allowance

173,934

27,131

—

201,065

Inventories

193,143

26,142

2,400

(b)

—

221,685

Prepaid income taxes and income taxes receivable

8,751

—

8,751

Prepaid expenses and other current assets

22,176

1,194

—

23,370

Total current assets

786,803

61,459

(1,230,427

)

287,605

613,720

519,160

Property, plant and equipment, net

116,961

23,846

4,100

(c)

—

144,907

Operating lease assets

40,361

6,738

560

(e)

—

47,659

Deferred tax assets

29,665

—

29,665

Other assets

11,587

—

11,587

Intangible assets, net

170,299

90,592

635,408

(d)

—

896,299

Goodwill

643,379

165,234

653,896

(m)

—

1,462,509

Total assets

1,799,055

347,869

63,537

287,605

613,720

3,111,786

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Current portion of long-term debt

40,416

—

40,416

Accounts payable

96,203

2,389

—

98,592

Income taxes payable

7,887

853

—

8,740

Current portion of operating lease liabilities

9,691

1,474

—

11,165

Accrued expenses and other current liabilities

66,595

6,120

244,100

(f)

—

316,815

Total current liabilities

220,792

10,836

244,100

—

475,728

Long-term debt

201,005

200,167

(200,167

)

(g)

—

613,720

(h), (i)

814,725

Operating lease liabilities

37,244

5,824

—

43,068

Deferred tax liabilities

17,155

11,680

165,291

(m)

—

194,126

Income taxes payable

4,520

—

4,520

Other liabilities

7,311

—

7,311

Total liabilities

488,027

228,507

209,224

—

613,720

1,539,478

Total stockholders' equity

1,311,028

119,362

(145,687

)

(j), (k)

287,605

(l)

—

1,572,308

Total liabilities and stockholders’ equity

1,799,055

347,869

63,537

287,605

613,720

3,111,786

See accompanying notes to the unaudited pro forma condensed combined financial information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended April 3, 2026

(dollars and shares in thousands, except per share data)

Novanta Inc.

Runway Buyer

Reclassified Three Months Ended

(March 31, 2026)

(Note 2)

Transaction Accounting Adjustments - Acquisition

Note

Transaction Accounting Adjustments - Equity Issuance

Note

Transaction Accounting Adjustments - Debt Financing

Note

Pro Forma Combined

Revenue

257,707

33,457

—

291,164

Cost of revenue

144,129

17,029

5,156

(b), (c)

—

166,314

Gross profit

113,578

16,428

(5,156

)

—

124,850

Operating expenses:

Research and development and engineering

23,251

1,499

(b)

—

24,788

Selling, general and administrative

54,409

4,802

(b), (d)

—

59,238

Amortization of purchased intangible assets

5,774

2,552

10,688

(c)

—

19,014

Restructuring, acquisition and related costs

2,605

—

2,696

Total operating expenses

86,039

8,944

10,753

—

105,736

Operating income

27,539

7,484

(15,909

)

—

19,114

Interest income (expense), net

(1,843

)

(4,465

)

4,465

(f)

—

(7,290

)

(g), (h)

(9,133

)

Foreign exchange transaction gains (losses), net

731

—

731

Other income (expense), net

(73

)

—

(59

)

Income before income taxes

26,354

3,033

(11,444

)

—

(7,290

)

10,653

Income tax provision

5,255

630

(2,947

)

(i)

—

(1,877

)

(i)

1,061

Net income

21,099

2,403

(8,497

)

—

(5,413

)

9,592

Earnings per common share:

Basic

0.52

0.23

Diluted

0.51

0.22

Weighted average common shares outstanding—basic

40,425

2,143

(j)

42,568

Weighted average common shares outstanding—diluted

41,158

2,143

(j)

43,301

See accompanying notes to the unaudited pro forma condensed combined financial information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

(dollars and shares in thousands, except per share data)

Novanta Inc.

Runway Buyer

Reclassified

(Note 2)

Transaction Accounting Adjustments - Acquisition

Note

Transaction Accounting Adjustments - Equity Issuance

Note 5

Transaction Accounting Adjustments - Debt Financing

Note

Pro Forma Combined

Revenue

980,600

136,120

—

1,116,720

Cost of revenue

545,316

67,986

18,519

(a), (b), (c)

—

631,821

Gross profit

435,284

68,134

(18,519

)

—

484,899

Operating expenses:

Research and development and engineering

95,484

4,683

153

(b)

—

100,320

Selling, general and administrative

195,659

17,480

108

(b), (d)

—

213,247

Amortization of purchased intangible assets

27,477

10,113

29,921

(c)

—

67,511

Restructuring, acquisition and related costs

22,652

2,023

32,225

(e), (k)

—

56,900

Total operating expenses

341,272

34,299

62,407

—

437,978

Operating income

94,012

33,835

(80,926

)

—

46,921

Interest income (expense), net

(21,472

)

(21,108

)

21,108

(f)

—

(29,162

)

(g), (h)

(50,634

)

Foreign exchange transaction gains (losses), net

(2,190

)

—

(2,190

)

Other income (expense), net

(708

)

197

—

(511

)

Income before income taxes

69,642

12,924

(59,818

)

—

(29,162

)

(6,414

)

Income tax provision

15,813

1,462

(8,795

)

(i)

—

(7,509

)

(i)

971

Net income

53,829

11,462

(51,023

)

—

(21,653

)

(7,385

)

Earnings per common share:

Basic

1.47

(0.19

)

Diluted

1.47

(0.19

)

Weighted average common shares outstanding—basic

36,589

2,143

(j)

38,732

Weighted average common shares outstanding—diluted

36,702

2,143

(j)

38,732

See accompanying notes to the unaudited pro forma condensed combined financial information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The Company and Runway Buyer historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Runway Buyer financial statement presentation to that of the Company. The Company is currently in the process of evaluating Runway Buyer’s accounting policies and as a result of that review, additional differences could be identified between the accounting policies of the two companies.

The Company’s fiscal periods ended April 3, 2026 and December 31, 2025, while Runway Buyer’s corresponding fiscal periods ended March 31, 2026 and December 31, 2025, respectively. As the interim period-end dates differ by fewer than 93 days, no adjustment has been made to conform the reporting periods, as permitted by Rule 11-02(c)(3) of Regulation S-X.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and Runway Buyer. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The allocation of the purchase consideration set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing. Any such revisions or changes may be material.

The unaudited pro forma condensed combined financial information reflects only Transaction Accounting Adjustments, as defined in Rule 11-02(a)(6) of Regulation S-X; no Management's Adjustments have been presented.

Note 2 – Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, Company management performed a preliminary analysis of Runway Buyer's financial information to identify differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Runway Buyer's financial statements to those used by the Company. However, certain reclassification adjustments have been made to conform Runway Buyer’s historical financial statement presentation to the Company financial statement presentation. Following the Closing, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. The Company is currently in the process of evaluating Runway Buyer’s accounting policies. That evaluation may identify additional differences between the accounting policies of the Company and Runway Buyer. Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments outside of the adjustments included in Note 2 are necessary to conform Runway Buyer’s financial statements to the accounting policies used by the Company.

(a) Reclassifications to the Unaudited Pro Forma Condensed Combined Balance Sheet as of April 3, 2026 are as follows (in thousands):

Runway Buyer Historical Balance Sheet Line Items

Runway Buyer

as of March 31, 2026

Reclassification

Note

Runway Buyer after Reclassification as of March 31, 2026

ASSETS

Current assets

Cash and cash equivalents

Cash

6,992

—

6,992

Accounts receivable, net of allowance

Accounts Receivable

27,131

—

27,131

Inventories

Inventory

26,142

—

26,142

Prepaid income taxes and income taxes receivable

—

Prepaid Inventory

363

(363

)

(a)

—

Prepaid expenses and other current assets

831

363

(a)

1,194

Total current assets

61,459

—

61,459

Property, plant and equipment, net

Property, plant, & equipment, net

23,235

611

(b)

23,846

Deposits on Equipment

611

(611

)

(b)

—

Right of Use Asset-Related Party

2,931

(2,931

)

(c)

—

Operating lease assets

Right of Use Asset

3,807

2,931

(c)

6,738

Deferred tax assets

—

Other assets

—

Intangible assets, net

Intangibles, net

90,592

—

90,592

Goodwill

165,234

—

165,234

Total assets

347,869

—

347,869

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Current portion of long-term debt

—

Accounts payable

Accounts Payable

2,389

—

2,389

Income taxes payable

Income tax payable

853

—

853

Current portion of lease liability-related party

889

(889

)

(d)

—

Current portion of operating lease liabilities

Current portion of lease liability

585

889

(d)

1,474

Accrued expenses and other current liabilities

6,120

—

6,120

Total current liabilities

10,836

—

10,836

Long-term debt

Long-term debt, net

200,167

—

200,167

Long-term lease liability-related party

2,201

(2,201

)

(e)

—

Operating lease liabilities

Long-term lease liability

3,623

2,201

(e)

5,824

Deferred tax liabilities

Deferred income tax, non-current

11,680

—

11,680

Income taxes payable

—

Other liabilities

—

Total liabilities

228,507

—

228,507

Total stockholders' equity

119,362

—

119,362

Total liabilities and stockholders’ equity

347,869

—

347,869

(a)

Represents the reclassification of $0.4 million of prepaid inventory from prepaid inventory to prepaid expenses and other current assets.

(b)

Represents the reclassification of $0.6 million of deposits on equipment from deposits on equipment to property, plant and equipment, net.

(c)

Represents the reclassification of $2.9 million of right of use asset - related party to operating lease assets.

(d)

Represents the reclassification of $0.9 million of current portion of lease liability - related party to current portion of operating lease liabilities.

(e)

Represents the reclassification of $2.2 million of Long-term portion of lease liability - related party to long-term portion of operating lease liabilities.

(b) Reclassifications to the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended April 3, 2026 are as follows (in thousands):

Novanta

Historical Condensed Consolidated

Statement of Operations Line Items

Runway Buyer

Historical Condensed Consolidated

Statement of Operations Line Items

Runway Buyer three months Ended March 31, 2026

Reclassification

Note

Runway Buyer after Reclassification for the three months ended April 3, 2026

Revenue

Revenues

33,457

—

33,457

Cost of revenue

Cost of goods sold

13,430

3,599

(a), (c), (d), (e), (f), (g)

17,029

Lease Expense

220

(220

)

(c)

—

Lease Expense-related party

239

(239

)

(d)

—

Depreciation

1,004

(1,004

)

(e)

—

Gross profit

18,564

(2,136

)

16,428

Operating expenses:

Research and development and engineering

2,047

(548

)

(c), (d), (e),(f)

1,499

Selling, general and administrative

Selling, general and administrative expenses

9,033

(4,231

)

(a), (b), (c), (d), (e), (g)

4,802

Amortization of purchased intangible assets

—

2,552

(b)

2,552

Restructuring, acquisition and related costs

—

(h)

Total operating expenses

11,080

(2,136

)

8,944

Operating income

Income from operations

7,484

—

7,484

Interest income (expense), net

Interest expense

(4,465

)

—

(4,465

)

Foreign exchange transaction gains (losses), net

—

Other income (expense), net

—

Income before income taxes

3,033

—

3,033

Income tax provision

Income tax (expense) benefit

(630

)

—

(630

)

Net income

2,403

—

2,403

(c) Reclassifications to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025 are as follows (in thousands):

Novanta

Historical Condensed Consolidated

Statement of Operations Line Items

Runway Buyer

Historical Condensed Consolidated

Statement of Operations Line Items

Runway Buyer Year Ended December 31, 2025

Reclassification

Note

Runway Buyer after Reclassification for the year ended December 31, 2025

Revenue

Revenues

136,120

—

136,120

Cost of revenue

Cost of goods sold

54,054

13,932

(a), (c), (d), (e), (f), (g)

67,986

Lease Expense

1,672

(1,672

)

(c)

—

Lease Expense-related party

957

(957

)

(d)

—

Depreciation

3,607

(3,607

)

(e)

—

Gross profit

75,830

(7,696

)

68,134

Operating expenses:

Research and development and engineering

Research and Development

6,546

(1,863

)

(c), (d), (e),(f)

4,683

Selling, general and administrative

Selling, general and administrative expenses

35,449

(17,969

)

(a), (b), (c), (d), (e), (g)

17,480

Amortization of purchased intangible assets

—

10,113

(b)

10,113

Restructuring, acquisition and related costs

—

2,023

(c),(h)

2,023

Total operating expenses

41,995

(7,696

)

34,299

Operating income

Income from operations

33,835

—

33,835

Interest income (expense), net

Interest expense

(21,108

)

—

(21,108

)

Foreign exchange transaction gains (losses), net

—

Other income (expense), net

197

—

197

Income before income taxes

12,924

—

12,924

Income tax provision

Income tax (expense) benefit

(1,462

)

—

(1,462

)

Net income

11,462

—

11,462

(a)

Represents the reclassification of $0.4 million and $0.1 million of amortization expense of developed technology from selling, general and administrative to cost of revenue for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(b)

Represents the reclassification of $10.1 million and $2.6 million of amortization of customer relationships and tradename intangibles assets from selling, general and administrative to amortization of purchased intangible assets for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(c)

Represents the reclassification of $1.6 million and $0.2 million of lease expense to cost of revenue of $0.6 million and $0.1 million, Research and development and engineering of $0.0 million and $0.0 million, Selling, general and administrative of $0.2 million and $0.1 million and restructuring, acquisition and related costs of $0.8 million and none for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(d)

Represents the reclassification of $1.0 million and $0.2 million of lease expense-related party to cost of revenue of $0.6 million and $0.1 million, research and development and engineering of $0.1 million and $0.0 million, selling, general and administrative of $0.3 million and $0.1 million for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(e)

Represents the reclassification of $3.6 million and $1.0 million of depreciation to cost of revenue of $2.4 million and $0.7 million, research and development and engineering of $0.2 million and $0.1 million, selling, general and administrative of $1.0 million and $0.2 million for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(f)

Represents the reclassification of $2.2 million and $0.6 million of research and development and engineering to Cost of revenue to conform with the Company classification of expenses for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(g)

Represents the reclassification of $7.8 million and $1.9 million of selling, general and administrative to cost of revenue to conform with the Company classification of expenses for the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

(h)

Represents the reclassification of $1.2 million and $0.1 million of selling, general and administrative to restructuring, acquisition, and related costs to conform with the Company classification of expenses. For the year ended December 31, 2025 and the three months ended March 31, 2026, respectively.

Note 3 – Preliminary Purchase Consideration Allocation

To consummate the Transaction, the Company paid an aggregate purchase price of $1,450.6 million. The Company paid cash of $1,206.5 million and recorded a milestone payment of $244.1 million. The milestone payment amount of $250.0 million remains payable by the Buyer Parties to Seller on or before January 8, 2027. Accordingly, the milestone payment has been included in consideration transferred and recorded at its acquisition-date fair value in the unaudited pro forma condensed combined balance sheet.

The assumed accounting for the Transaction, including the preliminary purchase consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. The fair values of identifiable intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies and trade name. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The purchase price allocation set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing. Any such revisions or changes may be material.

The following table summarizes the preliminary purchase consideration allocation, as if the Transaction had been completed on April 3, 2026:

(dollars in thousands)

Purchase Price Allocation

Cash and cash equivalents

6,992

Accounts receivable, net of allowance

27,131

Inventories

28,542

Prepaid expenses and other current assets

1,194

Property, plant and equipment, net

27,946

Goodwill

819,130

Operating lease assets

7,298

Intangible assets, net

726,000

Total assets acquired

1,644,233

Accounts payable

2,389

Income taxes payable

853

Operating lease liabilities

7,298

Accrued expenses and other current liabilities

6,120

Deferred tax liabilities

176,971

Total liabilities assumed

193,631

Total assets acquired, net liabilities assumed

1,450,602

Less: cash acquired

6,992

Purchase price, net of cash acquired

1,443,610

The unaudited pro forma condensed combined balance sheet has been adjusted to record Runway Buyer's property, plant and equipment at a preliminary fair value of approximately $27.9 million, an increase of $4.1 million from the carrying value. The unaudited pro forma condensed combined statements of operations have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the assets will be depreciated over a useful life of 7.8 years on a straight-line basis.

ii)

Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following:

(dollars in thousands)

Preliminary Fair Value

Estimated Useful Life (in years)

Customer relationships

540,000

Trade name

16,000

Developed technology

170,000

Intangible assets acquired

726,000

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $5.6 million annually. Pro Forma amortization is preliminary. Customer relationships and developed technology assets are amortized over their weighted average useful lives based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. Trade names are amortized over their weighted average useful life on a straight-line basis. The amount of amortization following the Runway Buyer Transaction may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

iii)

Deferred tax liabilities were derived based on incremental differences in the book and tax basis created from the preliminary purchase allocation.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in the Transaction Accounting Adjustments – Acquisition, Equity Issuance, and Debt Financing columns in the accompanying unaudited pro forma condensed combined balance sheet as of April 3, 2026 are as follows:

(a) Reflects adjustment to cash and cash equivalents of $1,206.5 million to record cash consideration paid for the Transaction.

(b) Reflects adjustment of $2.4 million to record the acquired inventories to the preliminary estimated fair value as of the Closing.

(c) Reflects an adjustment of $4.1 million to record property, plant and equipment to the preliminary estimated fair value as of the Closing.

(d) Reflects an adjustment of $635.4 million to record the acquired intangible assets to the preliminary estimated fair value as of the Closing. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.

(e) Reflects an adjustment of $0.6 million to increase the value of the operating lease right of use assets to be equal and offsetting to the estimated present value of remaining lease payments.

(f) Reflects an adjustment of $244.1 million to accrued expenses and other liabilities to record a liability for the milestone payment.

(g) Reflects an adjustment of $200.2 million to long-term debt eliminating Runway Buyer historical debt.

(h) Reflects an adjustment of $616.0 million to long-term debt to record borrowings under the Credit Agreement entered into in connection with the Transaction.

(i) Reflects an adjustment of $2.3 million to long-term debt to record capitalized debt issuance costs incurred in connection with Debt Financing.

(j) Reflects the elimination of Runway Buyer historical stockholders' equity.

(k) Reflects an adjustment of $26.3 million for the Company's estimated transaction costs incurred after April 3, 2026.

(l) Reflects an adjustment of $287.6 million, net of issuance costs to record the Company's issuance of 2.1 million common shares related to the Equity Financing of $300.0 million.

(m) Reflects an adjustment of $653.9 million, which reflects the deferred tax liability related to non-deductible inventory, property, plant and equipment, and intangibles fair value step-up of $165.3 million and recognition of goodwill of $819.1 million per purchase price allocation (Note 3).

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

(a) Reflects an adjustment of $2.4 million to amortize the fair value step-up of inventories for the year ended December 31, 2025. These costs are non-recurring in nature and not anticipated to affect the condensed combined statement of income beyond twelve months after the Closing.

(b) Reflects adjustments for the incremental depreciation expense resulting from the fair value adjustment to property, plant and equipment of $0.1 million and $0.5 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.

(c) Reflects adjustments for incremental amortization expense resulting from the fair value adjustment to intangible assets of $15.8 million and $45.7 million for the three months ended April 3, 2026 and year ended December 31, 2025, respectively.

(d) Reflects an adjustment for lease expense related to the remeasurement of the right-of-use asset of $0.0 million and $0.1 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.

(e) Reflects an adjustment of $26.3 million for transaction expenses incurred by the Company subsequent to April 3, 2026. These costs will not affect the Company's condensed combined statement of income beyond twelve months after the Closing.

(f) Reflects the elimination of Runway Buyer historical interest expense related to indebtedness repaid at close of $4.5 million and $21.1 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively.

(g) Reflects adjustment for interest expense of $7.2 million and $28.7 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively, for principal amounts borrowed under the Debt Financing. The adjustment to record interest under the Debt Financing reflects an incremental weighted average annual principal balance outstanding of $616.0 million at a weighted average effective interest rate of 4.66%. A 0.125% change to the Financings with variable interest rates would result in a $0.8 million change in income before income taxes annually.

(h) Reflects adjustment for amortization of debt issuance costs of $0.1 million and $0.5 million for the three months ended April 3, 2026 and the year ended December 31, 2025, respectively, for costs incurred in connection with Debt Financing.

(i) Reflects the estimated income tax impact of the pro forma transaction accounting adjustments, including the tax effect of $6.5 million of deductible transaction expenses, using an applicable blended statutory income tax rate of 25.75% for the three months ended April 3, 2026 and the year ended December 31, 2025. The actual tax impact may differ based on the final determination of the deductibility of transaction-related costs and other relevant tax considerations.

(j) Reflects 2.1 million shares related to the Equity Financing.

(k) Reflects the accretion of $5.9 million discount on the milestone payment.

Note 6 – Pro Forma Earnings per Share

The following table summarizes the unaudited pro forma net earnings per common share for the three months ended April 3, 2026 and the year ended December 31, 2025, as if the Transaction had occurred on January 1, 2025:

($ in thousands, except for per share data)

For the three months ended April 3, 2026

For the year ended December 31, 2025

Numerator:

Pro forma net income (loss)

9,592

(7,385

)

Denominators:

Historical Company weighted average common shares outstanding - basic

40,425

36,589

Additional Shares issued in connection with the Transaction

2,143

Pro forma weighted average common shares outstanding - basic

42,568

38,732

Dilutive common share equivalents

733

—

Pro forma weighted average common shares outstanding - diluted

43,301

38,732

Antidilutive potential common shares excluded from above

304

239

Earnings per Common Share

Pro forma earnings (loss) per share, basic

0.23

(0.19

)

Pro forma earnings (loss) per share, diluted

0.22

(0.19

)

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Document and Entity Information

Jul. 22, 2026

Document Information [Line Items]

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Document Period End Date

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Entity Registrant Name

NOVANTA INC.

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Document Information [Line Items]

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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