Novanta Inc美股招股说明书(2025-11-07版)

Unless settled earlier at your option or at our option as described herein, on November1, 2028 (subject to postponement in certain limited circumstances, the “mandatory settlement date”),each purchase contract will automatically settle. Until the second scheduled trading day immediately preceding November1, 2028, you may settle your purchase contracts early only underthe following circumstances: (1)on or after February1, 2026, on the second trading day immediately following the last trading day of any 20 consecutive trading day period during which theclosing price of our common shares has been greater than or equal to 110% of the “threshold appreciation price” (as defined herein) then in effect on each trading day in such 20 consecutivetrading day period; (2)on or after February1, 2026, during the five business day period after any ten consecutive trading day period (the “measurement period”) in which (x)the “tradingprice” (as defined herein) per Unit for each trading day of the measurement period was less than 97% of the product of the closing price of our common shares and the maximum settlementrate on each such trading day and (y)the closing price of our common shares on each trading day of the measurement period was less than 70% of the “reference price” (as defined herein); or(3)upon the occurrence of specified corporate events. On the mandatory settlement date or, if settled early at your option in accordance with the foregoing conditions, we will deliver anumber of our common shares, no par value, per purchase contract based on the “applicable market value” (as defined herein) of our common shares as set forth below: •if the applicable market value is greater than or equal to the threshold appreciation price, which is $134.0842, you will receive 0.3729 shares per purchase contract;•if the applicable market value is greater than the reference price, which is approximately $107.26, but less than the threshold appreciation price, you will receive a number of ourcommon shares per purchase contract having a value, based on the applicable market value, equal to $50.00; and•if the applicable market value is less than or equal to the reference price, you will receive 0.4662 shares per purchase contract. Notwithstanding the foregoing, if a “fundamental change” (as defined herein) occurs at any time prior to the second scheduled trading day immediately preceding November1, 2028, you maysettle your purchase contracts early, and if you so elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of common shares perpurchase contract equal to the fundamental change early settlement rate, as described herein. We may elect to settle all, but not less than all, outstanding purchase contracts prior toNovember1, 2028 at the “early mandatory settlement rate” (as defined herein). The amortizing notes will pay you quarterly cash installments of $0.8125 per amortizing note, which cash payment in the aggregate will be equivalent to 6.50% per year with respect to each$50.00 stated amount of Units. The amortizing notes are our direct, unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinatedindebtedness from time to time outstanding. If we elect to settle the purchase contracts early, you will have the right to require us to repurchase your amortizing notes. We have applied to list the Units on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NOVTU,” subject to satisfaction of its minimum listing standards with respect to theUnits. If the Units are approved for listing, we expect trading on Nasdaq to begin within 30 calendar days after the Units are first issued. Our common shares are listed on Nasdaq under the symbol “NOVT.” On November6, 2025, the last reported sale price of our common shares on Nasdaq was $107.26 per share. Investing in the Units involves significant risks. See “Risk Factors” in this prospectus supplement and the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, including our Annual Report on Form10-Kfor the fiscal year ended December31, 2024. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplementor the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting commission Proceeds, before expenses, to Novanta Inc. We have granted the underwriters an option to purchase, exercisable within a30-dayperiod, up to an additional 1,650,000 Units, solely to cover over-allotments, if any. The underwriters expect to deliver the Units to purchasers on or about November 12, 2025, which will be the second business day following the initial trade date for the Units (this settlementcycle being referred to as “T+2”). Under Rule1