COHR updates loan terms; proceeds for fees and working capital

Rhea-AI Filing Summary

Coherent Corp. amended its credit agreements, adding a temporary step-up to a 4.75 to 1.00 interest coverage covenant for the four quarters following any material acquisition while remaining subject to a baseline 2.50 to 1.00 interest coverage covenant. The covenants apply to the revolving facility (including 2025 Revolving Loans) and Term A loans (including 2025 Incremental Term A Loans). Remaining proceeds from the 2025 Incremental Term A Loans were used to pay fees and expenses tied to Amendment No. 4, and will be used for working capital and general corporate purposes. The filing is signed by the company’s Chief Legal and Global Affairs Officer.

Positive

• Remaining proceeds were applied to fees and will support working capital and general corporate purposes
• Covenants remain explicitly limited to the revolving facility and Term A loans, clarifying scope of restrictions

Negative

• Temporary step-up to an interest coverage ratio of 4.75 to 1.00 for four quarters after a material acquisition could tighten liquidity in the near term
• The existence of continuing financial covenants (baseline 2.50 to 1.00) may limit financial flexibility under the revolving facility and Term A loans

Insights

Credit Analyst

TL;DR: Amendment raises near-term coverage requirement to 4.75x after acquisitions, tightening short-term debt capacity.

The temporary 4.75 to 1.00 step-up for four quarters following a material acquisition increases the company’s required interest coverage in the immediate post-acquisition period, which can constrain free cash flow available for deleveraging or distributions if acquisitions suppress near-term earnings. The baseline 2.50 to 1.00 covenant remains in place otherwise, and both covenants apply specifically to the revolving facility and Term A loans.

Corporate Finance Specialist

TL;DR: Proceeds from the 2025 Incremental Term A Loans primarily covered fees, with residual funds earmarked for working capital.

The disclosure states remaining proceeds were used to pay fees and expenses related to Amendment No. 4 and will be used for working capital and general corporate purposes, indicating no immediate earmarked acquisition financing from these incremental loans in the filing. That use supports near-term liquidity but offers limited information on long-term capital allocation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 26, 2025

COHERENT CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania		001-39375		25-1214948
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

375 Saxonburg Boulevard		16056
Saxonburg, Pennsylvania		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (724) 352-4455

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		COHR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Refinancing Amendment, Incremental Assumption Agreement and Amendment No. 4 to Credit Agreement. On September 26, 2025, Coherent Corp. (the “Company”) entered into that certain Refinancing Amendment, Incremental Assumption Agreement and Amendment No. 4 (“Amendment No. 4”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders and other parties thereto, which amended the Credit Agreement, dated as of July 1, 2022 (as previously amended, supplemented or modified, the “Credit Agreement”), between the Company, the Agent, and the lenders and other parties thereto.

Pursuant to Amendment No. 4 (i) all existing revolving credit commitments under the Credit Agreement were refinanced and replaced with new senior secured revolving credit commitments, (ii) the Company obtained additional senior secured incremental revolving credit commitments, increasing the total revolving credit facility to $700 million (the “2025 Revolving Loans”), and (iii) the lenders provided a new tranche of senior secured incremental term A loans in an aggregate principal amount of $1.25 billion (the “2025 Incremental Term A Loans”), the proceeds of which were used, in part, to repay all outstanding principal, interest and fees under the initial term A loans. The 2025 Incremental Term A Loans constitute a new class of term loans under the Credit Agreement and will bear interest, at the Company’s option, at the adjusted term SOFR rate plus an applicable margin or the alternate base rate plus an applicable margin.

The interest rate margin applicable to the 2025 Revolving Loans and the 2025 Incremental Term A Loans is initially 0.50%, in the case of base rate loans, and 1.50%, in the case of term benchmark loans, with step-downs and step-ups based on the Company’s total net leverage ratio (determined pursuant to a five-tier total net leverage ratio grid). The credit spread adjustment was also eliminated. The unused fee rate applicable to the available unused commitments under the revolving facility is initially 0.20%, with step-downs and step-ups based on the Company’s total net leverage ratio (determined pursuant to a five-tier total net leverage ratio grid).

The 2025 Incremental Term A Loans amortizes quarterly at the rate of 0.625% of the original principal amount for the first four full fiscal quarters following the Amendment No. 4 effective date and 1.25% of the original principal amount per quarter thereafter, with the remaining unpaid balance due at maturity.

The 2025 Revolving Loans and the 2025 Incremental Term A Loans mature on the earlier of September 26, 2030 or a “Springing Maturity Date,” which is a date that is 91 days prior to the stated maturity of either (i) the Company’s unsecured senior notes or (ii) the term B loans then outstanding if, on such 91st day, the applicable senior notes or term B loans remain outstanding and liquidity is less than (x) $250 million plus (y) the aggregate outstanding principal amount of such notes or term B loans, as applicable.

Amendment No. 4 reset the total net leverage ratio financial covenant to a single maximum of 4.25 to 1.00, with a temporary step-up to 4.75 to 1.00 for four quarters following a material acquisition, subject to certain limitations. The Company continues to be subject to a 2.50 to 1.00 interest coverage ratio financial covenant. The financial covenants continue to apply only to the revolving facility (including the 2025 Revolving Loans) and term A loans (including the 2025 Incremental Term A Loans)

The Company used the proceeds of the 2025 Incremental Term A Loans (a) to repay in full the outstanding principal amount of its existing term A loans, together with all accrued and unpaid interest and fees thereon and (b) to make a voluntary prepayment of a portion of its term B-2 loans. Remaining proceeds of the 2025 Incremental Term A Loans were used to pay fees and expenses in connection with Amendment No. 4 and will be used for working capital and general corporate purposes.

Amendment No. 5 to Credit Agreement. On September 26, 2025, the Company also entered into that certain Amendment No. 5 (“Amendment No. 5”) with the Agent, and the lenders and other parties thereto, which further amended the Credit Agreement as amended by Amendment No. 4.

Pursuant to Amendment No. 5, the entire aggregate principal amount of term B-2 loans (the “Term B-2 Loans”) outstanding under the Credit Agreement after giving effect to the prepayment of Term B-2 Loans contemplated by Amendment No. 4 were replaced with $1,080,000,000 of new term loans (the “Term B-3 Loans”) having substantially similar terms as the Term B-2 Loans, except with respect to the interest rate applicable to the Term B-3 Loans and certain other provisions. The interest rate margin applicable to the Term B-3 Loans is 0.75%, in the case of base rate loans, and 1.75%, in the case of term benchmark loans, with a term benchmark floor of 0.50%. The maturity of the Term B-3 Loans remains unchanged from the maturity of the Term B-2 Loans, and the respective maturities of the revolving credit facility and the outstanding term A loan facility remain unchanged.

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These descriptions of Amendment No. 4 and Amendment No. 5 are not complete and are qualified in their entirety by reference to the full text of Amendment No. 4 and Amendment No. 5, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 4, dated as of September 26, 2025, among Coherent Corp., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto, and the other parties party thereto.

10.2 Amendment No. 5, dated as of September 26, 2025, among Coherent Corp., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto, and the other parties party thereto.

104 Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				COHERENT CORP.
Date: September 26, 2025				By:		/s/ Rob Beard
						Rob Beard
						Chief Legal and Global Affairs Officer

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FAQ

What covenant change did Coherent (COHR) report?

The company reported a temporary step-up to a 4.75 to 1.00 interest coverage ratio for four quarters following a material acquisition; the baseline covenant remains 2.50 to 1.00.

Which loans do the financial covenants apply to for COHR?

The financial covenants apply to the revolving facility (including 2025 Revolving Loans) and Term A loans (including 2025 Incremental Term A Loans).

How were the proceeds from the 2025 Incremental Term A Loans used?

Remaining proceeds were used to pay fees and expenses related to Amendment No. 4 and will be used for working capital and general corporate purposes.

When was this 8-K signed by Coherent?

The filing is signed and dated in the document as September 26, 2025 by the Chief Legal and Global Affairs Officer.