Novanta Inc 2025年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES☐NO☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.YES☑NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☑NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☑ The aggregate market value of the outstanding common shares held by non-affiliates of the Registrant, based on the closing price of the common shares reportedon the Nasdaq Global Select Market on the last business day of the most recently completed second fiscal quarter (June 27, 2025) was $3,496,559,430. For purposesof this disclosure, common shares held by officers and directors of the Registrant and by persons who held more than 10% of the Registrant’s outstanding commonshares have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive. As of February 16, 2026, there were 35,683,769 shares of the Registrant’s common shares, no par value, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement for the Registrant’s Annual Meeting of Shareholders scheduled to be held on May 28, 2026 to be filed with the Securities and Exchange Commission are incorporated by reference in answers to Part III of this Annual Report on Form 10-K. Auditor Firm Id:34Auditor Name:Deloitte & Touche LLPAuditor Location:Boston, Massachusetts, United StatesFormer Auditor Firm Id:238Auditor Name:PricewaterhouseCoopers LLPAuditor Location:Boston, Massachusetts, United States TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities30Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk46Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure99Item 9A.Controls and Procedures99Item 9B.Other Information101Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections101 PART IIIDirectors, Executive Officers and Corporate Governance Item 10.101Item 11.Executive Compensation102Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13.Certain Relationships and Related Transactions, and Director Independence103Item 14.Principal Accountant Fees and Services103 PART IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K Summary 103106 Signatures107 As used in this report, the terms “we,” “us,” “our,” “Novanta,” “NOVT” and the “Company” mean