Every material Form 8-K Novanta has filed with the SEC since May 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Novanta reported second quarter 2026 results for the period ended July 3, 2026, with GAAP revenue up 10% to $266 million and GAAP net income of $12.5 million, compared with $4.5 million a year earlier. The company also updated its third quarter and full year 2026 guidance to include the recently closed Riverpoint Medical acquisition, which it says roughly doubles its recurring medical consumables business.
GAAP diluted EPS was $0.30 versus $0.12 a year earlier; Adjusted Diluted EPS rose 17.1% to $0.89.
Adjusted EBITDA rose 16.4% to $60.7 million, with an Adjusted EBITDA margin of 22.8%.
Q3 2026 guidance: GAAP revenue of $300 million to $304 million and Adjusted Diluted EPS of $0.95 to $1.00.
Full year 2026 guidance: GAAP revenue of $1,130 million to $1,140 million and Adjusted Diluted EPS of $3.68 to $3.74.
Novanta completed its acquisition of Riverpoint Medical on July 23, 2026, paying the seller approximately $1.2 billion in cash, subject to customary adjustments, with a further $250.0 million milestone payment due by January 8, 2027. The company funded the deal by borrowing $616.0 million under its credit facilities and using cash on hand, bringing consolidated debt to $854.7 million as of July 22, 2026. The company expects the deal to add $0.18 to $0.25 of adjusted earnings per share in 2027, its first full year after closing.
Closed July 23, 2026, with approximately $1.2 billion paid in cash at closing
$250.0 million milestone payment remains payable to the seller on or before January 8, 2027
$616.0 million borrowed under revolving and delayed draw term loan facilities; consolidated debt $854.7 million as of July 22, 2026
Expected to contribute $0.18 to $0.25 of adjusted EPS in 2027; 2026 impact to be discussed on the second quarter earnings call
Novanta agreed on June 8, 2026 to sell 2,142,857 common shares at $140.00 each in a private placement to institutional and accredited investors, for an aggregate purchase price of approximately $300.0 million before placement agent fees and expenses. The closing is expected on June 11, 2026, subject to customary conditions, and the company agreed to register the resale of the shares, which would add to the share count for existing holders.
Purchase price: $140.00 per share, 2,142,857 shares, about $300.0 million aggregate
Expected closing on or about June 11, 2026, subject to customary closing conditions
Post-closing count: 42,473,345 common shares outstanding or issuable under Tangible Equity Units, based on 35,613,303 shares outstanding as of June 8, 2026
Registration statement due within 30 days after closing; placement agents include J.P. Morgan Securities LLC and PNC Capital Markets LLC
Novanta agreed on June 8, 2026 to acquire Riverpoint Medical from Arlington Capital Partners for $1.2 billion in cash at closing, plus a $250 million milestone payment due by January 8, 2027. The deal is funded with cash on hand, existing credit facilities and a $300 million equity raise, and the credit agreement was amended to raise the permitted leverage ratio, which means more debt for shareholders to carry. The company expects the deal to close in the third quarter of 2026 and says it will update guidance after closing.
Purchase price of $1.2 billion in cash at closing, subject to customary adjustments, plus a $250 million milestone payment due on or before January 8, 2027
Financing from cash on hand, existing credit facilities and a recently completed $300 million equity raise
Credit agreement amended: permitted consolidated leverage ratio raised to 4.00 to 1.00, or 4.50 to 1.00 for four quarters after a designated acquisition
Expected net leverage of about 2.7x at closing in the third quarter of 2026, with a target below 2.3x by year-end 2027; standalone 2026 guidance was confirmed
Novanta entered into a Second Amendment to its Fourth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent. The amendment establishes $200.0 million of delayed draw term loan commitments that the company can borrow against for up to six months, with maturity on June 27, 2030. The filing gives no use of proceeds, so the effect on shareholders depends on whether and how the company draws the loans.
Second Amendment dated May 15, 2026 amends the credit agreement originally dated June 27, 2025
$200.0 million of delayed draw term loan commitments, available for up to six months after May 15, 2026
Loans mature June 27, 2030; interest is tied to the company's consolidated leverage ratio, with a commitment fee on undrawn amounts
Amortization begins on or around the last business day of the fiscal quarter ending September 25, 2026
Novanta reported first-quarter 2026 results for the period ended April 3, 2026. GAAP revenue rose 10.4% to $257.7 million, but GAAP net income was $21.1 million versus $21.2 million a year earlier, and GAAP diluted EPS fell to $0.51 from $0.59, while Adjusted Diluted EPS rose 9.5% to $0.81. The company issued new guidance for the second quarter and full year 2026.
GAAP revenue increased 10.4% to $257.7 million; organic revenue growth was 3.1%.
GAAP operating income was $27.5 million versus $32.4 million a year earlier.
Second-quarter 2026 guidance: GAAP revenue of $259 million to $264 million and Adjusted Diluted EPS of $0.81 to $0.86.
Full-year 2026 guidance: GAAP revenue of $1,040 million to $1,055 million and Adjusted Diluted EPS of $3.50 to $3.65.
Novanta reported fourth-quarter and full-year 2025 results on February 23, 2026, with quarterly GAAP revenue up 9% and adjusted diluted EPS up 20%. Full-year GAAP diluted EPS fell to $1.47 from $1.77, and operating cash flow declined sharply, while the company issued 2026 revenue guidance of $1,030 million to $1,050 million.
Q4 2025 GAAP revenue was $258.3 million, up 9%, while GAAP diluted EPS was $0.45 versus $0.46 a year earlier.
Q4 2025 adjusted diluted EPS was $0.91, up 20%; operating cash flow was $8.8 million versus $61.6 million.
Full-year 2025 GAAP revenue was $980.6 million, up 3.3%, and GAAP diluted EPS was $1.47 versus $1.77.
2026 guidance: GAAP revenue of $1,030 million to $1,050 million and adjusted diluted EPS of $3.50 to $3.65.
On November 12, 2025, Novanta issued 12,650,000 tangible equity units at $50.00 each, including 1,650,000 units from the underwriters' full exercise of their over-allotment option. Each unit pairs a purchase contract requiring delivery of common shares on November 1, 2028 with a senior amortizing note paying cash equivalent to 6.50% a year. The company plans to use part of the proceeds to repay about $317 million of revolving credit facility debt, and the share settlement could increase the number of common shares outstanding.
12,650,000 units issued on November 12, 2025, including 1,650,000 from the full over-allotment exercise; public offering price of $50.00 per unit
Each purchase contract settles on November 1, 2028 in 0.3729 to 0.4662 common shares, depending on the market value of the shares, with the reference price approximately $107.26
Each amortizing note has an initial principal of $8.74 and quarterly installments equivalent to 6.50% a year, with the first installment on February 1, 2026 at $0.7132
About $317 million of revolving credit facility debt will be repaid from net proceeds, with the remaining balance deposited in an interest-bearing account
Novanta reported third-quarter 2025 GAAP revenue of $247.8 million, up 1.4% from a year earlier, but GAAP net income fell to $10.7 million from $19.2 million and GAAP diluted EPS fell to $0.30 from $0.53. Adjusted diluted EPS rose to $0.87 from $0.85, while organic revenue declined 3.8%. The company expects fourth-quarter GAAP revenue of $253 million to $257 million and full-year 2025 GAAP revenue of $975 million to $979 million.
Q3 GAAP revenue was $247.8 million, up 1.4%; organic revenue growth was (3.8)%, with acquisitions adding 3.4% and currency adding 1.8%.
GAAP net income was $10.7 million, or $0.30 per diluted share, versus $19.2 million, or $0.53, a year earlier.
Adjusted diluted EPS was $0.87 versus $0.85; adjusted EBITDA was $58.1 million versus $57.0 million.
Q4 2025 guidance: GAAP revenue of $253 million to $257 million and adjusted diluted EPS of $0.87 to $0.93; full-year 2025 adjusted diluted EPS of $3.24 to $3.30.
Novanta director Barbara Hulit resigned from the company's Board of Directors and from its Audit Committee and ESG Committee, effective November 1, 2025. The filing states her decision was not due to any disagreement with the company on operations, policies or practices.
Barbara Hulit resigned on September 15, 2025, effective November 1, 2025
She also leaves the Audit Committee and Environmental, Social and Governance Committee
The filing states no disagreement with the company on operations, policies or practices
Novanta reported second-quarter 2025 results, with GAAP revenue up 2% to $241 million but GAAP net income down to $4.5 million from $13.8 million a year earlier. Adjusted diluted EPS rose to $0.76 from $0.73, and the company updated its full-year 2025 guidance and gave third-quarter guidance. The mix of higher revenue and adjusted earnings alongside a sharp fall in GAAP profit and operating cash flow leaves the picture mixed for shareholders.
GAAP revenue rose 2.2% to $241.0 million; organic revenue growth was (2.1)%, with acquisitions adding 2.3% and currency adding 2.0%.
GAAP diluted EPS was $0.12 versus $0.38, and GAAP operating income was $14.9 million versus $25.7 million, with restructuring, acquisition and related costs of $12.6 million.
Adjusted diluted EPS was $0.76 versus $0.73, and adjusted EBITDA was $52.2 million versus $51.1 million.
Full-year 2025 guidance: GAAP revenue of $970 million to $985 million, adjusted EBITDA of $225 million to $230 million, and adjusted diluted EPS of $3.22 to $3.36. Third-quarter guidance: revenue of $244 million to $247 million and adjusted
Novanta said General Counsel and Corporate Secretary Michele D. Welsh will leave both roles effective July 18, 2025, or earlier if agreed with the company. The filing states her severance terms are unchanged under her July 11, 2022 employment agreement.
Michele D. Welsh leaves the General Counsel and Corporate Secretary roles, effective July 18, 2025 or an earlier agreed date
Announced July 8, 2025; 8-K filed July 11, 2025
No changes to Welsh's severance under Section 4(a)(iv) of her employment agreement
Novanta signed a Fourth Amended and Restated Credit Agreement dated June 27, 2025, replacing its existing facility, which was scheduled to mature in March 2027 and had $392.4 million outstanding as of March 28, 2025. The new facility totals about $1.0 billion, including an $850.0 million revolver, and matures in June 2030, with secured borrowings and financial maintenance covenants.
Facility totals approximately $1.0 billion: €65.31 million euro term loan, $75.0 million U.S. dollar term loan, and $850.0 million revolving credit facility
Senior Credit Facilities mature in June 2030; term loans begin quarterly principal repayments in September 2025 (euro) or September 2026 (U.S. dollar)
Covenants require minimum fixed charge coverage ratio of 1.25:1.00 and maximum leverage ratio of 3.50:1.00, with a step up to 4.00:1.00 after qualifying acquisitions of $50.0 million or more
Uncommitted accordion feature allows commitments to increase by up to an additional $350.0 million, subject to customary conditions
Novanta committed on June 3, 2025 to a restructuring plan to streamline operations, regionalize manufacturing, close certain sites and cut management layers. The company expects $20 million to $25 million in pre-tax charges and about $20 million in annualized savings once the plan is complete, which is estimated to take about eighteen months. The charges are a near-term cost to shareholders, while the savings would benefit results after completion, though the company warns actual costs and savings may differ materially.
Committed to 2025 Restructuring Plan on June 3, 2025; work to start in June 2025
Expects approximately $20 million to $25 million in pre-tax charges, including employee costs, moving costs, contract terminations and asset write-offs
Expects approximately $20 million in annualized savings once the plan is substantially completed in about eighteen months
Novanta reported first-quarter 2025 results, with GAAP revenue up 1.1% to $233.4 million and GAAP net income up 45% to $21.2 million. The company reiterated its full-year 2025 Adjusted EBITDA guidance and gave second-quarter guidance, while noting limited visibility beyond the second quarter due to trade policy changes.
GAAP diluted EPS was $0.59 versus $0.41 a year earlier; Adjusted Diluted EPS was flat at $0.74
Adjusted EBITDA rose 1% to $50.0 million; operating cash flow was $31.7 million versus $32.8 million
Q2 2025 guidance: GAAP revenue of $230 million to $240 million and Adjusted EBITDA of $50 million to $55 million
Company plans cost containment actions by quarter-end targeting approximately $20 million in annualized savings
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