Novanta Inc.

Use of Non-GAAP Financial Measures The non-GAAP financial measures used in this press release are Organic Revenue Growth, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Income Tax Provision/(Benefit) and Effective Tax Rate, Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow as a Percentage of Net Income, and Net Debt.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

The Company also excludes foreign exchange transaction gains (losses) as well as the write-off of costs related to our debt refinancing from the calculation of Adjusted Income Before Income Taxes as the Company cannot fully influence the timing and amount of foreign exchange transaction gains (losses).

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

Adjusted EBITDA and Adjusted EBITDA Margin The Company defines Adjusted EBITDA as income before deducting interest (income) expense, income tax provision (benefit), depreciation, amortization, non-cash share-based compensation, restructuring, acquisition and related costs, discrete costs related to the planning and design phase of an ERP system implementation, charges related to an insurance recovery, officer transition costs, and other non-operating (income) expense items, including foreign exchange transaction (gains) losses, costs related to our debt refinancing and net periodic pension costs of the Company’s frozen U.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

Management believes these non-GAAP financial measures are important indicators of the Company’s liquidity as well as its ability to service its outstanding debt and to fund future growth.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

Net Debt The Company defines Net Debt as its total debt as reported on the consolidated balance sheet plus unamortized deferred financing costs and less its cash and cash equivalents as of the end of the period presented.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

Management uses Net Debt to monitor the Company’s outstanding debt obligations that could not be satisfied by its cash and cash equivalents on hand.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

It is management’s belief that these non-GAAP financial measures would be particularly useful to investors because of the significant changes that have occurred outside of the Company’s day-to-day business in accordance with the execution of the Company’s strategy.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

This strategy includes streamlining the Company’s existing operations through site and functional consolidations, strategic divestitures and product line closures, expanding the Company’s business through significant internal investments, and broadening the Company’s product and service offerings through acquisitions of innovative and complementary technologies and solutions.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

The Company uses foreign currency forward contracts as a part of its strategy to manage exposures related to foreign currency denominated monetary assets and liabilities.

SEC original ↗Novanta Inc. — 10-Q Quarterly report10-QAug 5, 2026

During the second quarter of 2026, the Company reassessed the useful lives of certain trade names in connection with its enterprise-wide branding initiative.

SEC original ↗Novanta Inc. — 10-Q Quarterly report10-QAug 5, 2026

The financial impact of certain elements of these activities, particularly acquisitions, divestitures, and site and functional restructurings, is often large relative to the Company’s overall financial performance and can adversely affect the comparability of its operating results and investors’ ability to analyze the business from period to period.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

corporation; changes in tax laws and fluctuations in our effective tax rates; any need for additional capital to adequately respond to business challenges or opportunities and repay or refinance our existing indebtedness, which may not be available on acceptable terms or at all; our existing indebtedness limiting our ability to engage in certain activities; volatility in the market price for our common shares; and our failure to maintain appropriate internal controls in the future.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

We combine deep proprietary expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges.

SEC original ↗Novanta Inc. — Earnings release (8-K exhibit)EX-99Nov 3, 2025

LEGAL PROCEEDINGS 44 ITEM 1A.

SEC original ↗Novanta Inc. — 10-Q Quarterly report10-QAug 5, 2026

The Company combines deep proprietary technology expertise and competencies in precision manufacturing, robotics and automation, precision medicine and advanced surgery with a proven ability to solve complex technical challenges.

SEC original ↗Novanta Inc. — 10-Q Quarterly report10-QAug 5, 2026