Regulation FD Disclosure (Form 8-K)

Item 7.01 Regulation FD Disclosure.

Novanta Inc. ("Novanta" or the "Company") revised certain fourth quarter and full year 2025 financial guidance to reflect the completion of the recent equity issuance. The updated non-GAAP adjusted diluted earnings per share ("Adjusted Diluted EPS") guidance for the fourth quarter and full year 2025 is $0.84 to $0.91 and $3.21 to $3.28, respectively. The prior Adjusted Diluted EPS guidance for the fourth quarter and full year 2025 was $0.87 to $0.93 and $3.24 to $3.30, respectively.

The fourth quarter and full year 2025 guidance reflects a weighted average diluted shares outstanding share impact in an expected range between 2.5 million and 2.6 million and 0.6 million and 0.7 million shares, respectively. The full year 2026 diluted shares outstanding impact is estimated between 4.7 million and 5.9 million shares.

There is no change to our GAAP revenue guidance for the fourth quarter and full year 2025 of $253 million to $257 million and $975 million to $979 million, respectively; and there is no change to our Adjusted EBITDA guidance for the fourth quarter and full year 2025 of $62 million to $65 million and $222 million to $225 million, respectively.