Coherent Corp.

11/12/2025 | Press release | Distributed by Public on 11/12/2025 20:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAIN CAPITAL INVESTORS LLC
2. Issuer Name and Ticker or Trading Symbol
COHERENT CORP. [COHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025
(Street)
BOSTON, MA 02116
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/07/2025 C(1)(2)(3) 7,754,252 A (1)(2)(3) 7,754,252 I See footnotes(4)(5)
Common Stock 11/07/2025 S 7,500,000 D $143.37 254,252 I See footnotes(4)(5)
Common Stock 11/10/2025 J(6) 254,252 D (6) 0 I See footnotes(4)(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Convertible Preferred Stock (1)(2)(3) 11/07/2025 C 54,023 (1)(2)(3) (1)(2)(3) Common Stock 7,754,252 (1)(2)(3) 20,977 I See footnotes(4)(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
Bain Capital Fund XII, LP
200 CLARENDON STREET
BOSTON, MA 02116
X
Bain Capital Partners XII, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
BCPE Watson (DE) Aggregator GP, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
BCPE Watson (DE) Aggregator, LP
200 CLARENDON STREET
BOSTON, MA 02116
X
BCPE Watson (DE) BML GP, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
BCPE Watson (DE) BML, LP
200 CLARENDON STREET
BOSTON, MA 02116
X

Signatures

Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
Bain Capital Fund XII, L.P., By: Bain Capital Partners XII, LLC, its general partner, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
Bain Capital Partners XII, LLC, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
BCPE Watson (DE) Aggregator GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
BCPE Watson (DE) Aggregator, LP, By: BCPE Watson (DE) Aggregator GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
BCPE Watson (DE) BML GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date
BCPE Watson (DE) BML, LP, By: BCPE Watson (DE) BML GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory 11/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 7, 2025, the Reporting Persons converted 54,023 shares of Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock" and, together with the Series B-2 Convertible Preferred Stock, the "Series B Preferred Stock") into 7,754,253 shares of Common Stock. Series B-1 Preferred Stock was issued on March 31, 2021 pursuant to the Statement with Respect to Shares setting forth the terms of the Series B Convertible Preferred Stock filed with the Pennsylvania Department of State Corporations Bureau and effective March 30, 2021 (the "Statement with Respect to Shares"). Subject to adjustments set forth in the Statement with Respect to Shares, from the issuance date of such share, dividends accrue daily on the applicable stated value of each share of the Series B Preferred Stock at 5% per annum with an initial stated value of $10,000 per share.
(2) Until the fourth anniversary of the applicable issuance date, all dividend payments are compounded and added to the applicable stated value on a quarterly basis (a "PIK Dividend"). Following the fourth anniversary of the applicable issuance date, dividends will be payable in the form of, at the Issuer's sole discretion, (i) cash, (ii) a PIK Dividend or (iii) any combination of both. Commencing on July 1, 2022, each share of Series B Preferred Stock became convertible, at the option of the holder, into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price. The conversion price of the Series B Preferred Stock is initially $85.00 per share, subject to adjustments set forth in the Statement with Respect to Shares.
(3) In addition, at any time after the third anniversary of the applicable issuance date, if the closing sale price of the Issuer's common stock exceeds 150% of the then-applicable conversion price for 20 trading days in any 30 consecutive trading day period, the Issuer may elect to convert all of the shares of the applicable series of Series B Preferred Stock into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price in accordance with the Statement with Respect to Shares.
(4) Directly held by BCPE Watson (DE) BML, LP ("BML"). BCPE Watson (DE) BML GP, LLC ("BML GP") is the general partner of BML. As a result, BML GP may be deemed to share voting and dispositive power with respect to the securities held by BML. BML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
(5) Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII"), which is the general partner of Bain Capital Fund XII, L.P. ("Fund XII"). Fund XII is the sole member of BCPE Watson (DE) Aggregator GP, LLC ("Aggregator GP"), which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of BML GP. As a result, each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator may be deemed to share voting and dispositive power with respect to the securities held by BML. Each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
(6) On November 10, 2025, BML, distributed 254,252 shares of Common Stock to one or more members or partners of BML in connection with certain charitable gifts to be made by such members or partners or their direct or indirect owners.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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