Business: Novanta Inc. 6.50% Tangible Equity Units stated amount $50 per unit, initially consisting of Equity Units which include a stock purchase contract and a 6.30% Senior Amortizing Note with a principal amount of $8.74. <p> The stock purchase contract requires the holder to purchase for $50 a variable number of shares of Novanta Inc. (NYSE:NOVT) common stock no later than 11/01/2028 and pays a contract adjustment rate of 0.00% per annum. The stock purchase settlement rate will be 0.3729 shares per unit if the then current market price is equal to or greater than $134.0842 and 0.4662 shares per unit if the market price is equal to or less than $107.26. For market prices between those values the settlement rate will be $50 divided by the market value. Prior to the IPO of this security, the last reported sale price of the common stock on 11/06/2025 was $107.26 per share. The stock purchase contract may be settled at the holder’s option after 02/01/2026 under certain conditions (see prospectus for more details.). <p> The Amortizing Notes will pay holders equal quarterly cash installments of $0.8125 per Amortizing Note (except for the 02/06/2026 installment payment, which will be $0.7132 per Amortizing Note), on 2/1, 5/1, 8/1 & 11/1 to holders of record on the record date fixed by the board, which cash payment in the aggregate will be equivalent to 6.50% per annum with respect to each $50 Stated Amount of Units. Each installment will constitute a payment of interest (at a rate of 6.30% per annum) and a partial repayment of principal on the Amortizing Note.. <p> If the Issuer elects to settle the Purchase Contracts early, holders of Amortizing Notes (whether as holders of Units or separate Amortizing Notes) will have the right to require Issuer to repurchase some or all of their Amortizing Notes for cash at a repurchase price per Amortizing Note to be repurchased equal to the principal amount of such Amortizing Note as of the repurchase date, plus accrued and unpaid interest, if any, on such principal amount from, and including, the immediately preceding Installment Payment Date to, but not including, such repurchase date, calculated at a rate of 6.30% per annum. <p> Distributions paid by these securities are derived from interest paid on the underlying debt securities and therefore are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. <p> If a Fundamental Change occurs on or prior to 11/01/2028 holders of stock contracts will be able settle into common stock at the fundamental change conversion rate plus a fundamental change dividend make-whole amount (see prospectus for further information). <p> This security was not rated by Moody’s or S&P at the time of its IPO. The Notes are unsecured and unsubordinated obligations of the company and will rank equally with all existing and future unsecured and unsubordinated indebtedness of the company. See the IPO prospectus for further information on the debt securities by clicking on the ‘Link to IPO Prospectus’ provided below.