[8-K] COHERENT CORP. Reports Material Event

Rhea-AI Filing Summary

Coherent Corp. announced that it has entered into a Waiver Agreement with Bain Capital, the holder of its Series B-1 and Series B-2 Convertible Preferred Stock. Under this agreement, Bain Capital irrevocably and unconditionally waives all rights to receive dividends on any shares of these Series B preferred stocks from the date of the agreement onward, as provided under the existing share terms.

The company notes that Bain Capital, which retains a substantial ownership position in Coherent despite prior sales and charitable distributions, agreed to this waiver as part of a mutually negotiated arrangement. Coherent highlights the waiver as a positive development that it believes strengthens alignment between Bain Capital and common shareholders and reflects support for the company’s strategic priorities.

Positive

• Bain Capital waives all future dividends on Series B preferred stock, reducing Coherent’s preferred dividend obligations and aligning the preferred holder more closely with common shareholders.

Negative

• None.

Insights

Equity & Capital Structure Analyst

Bain Capital’s dividend waiver removes a preferred dividend obligation and tightens alignment with common shareholders.

Coherent Corp. and Bain Capital agreed that Bain’s Series B-1 and Series B-2 Convertible Preferred Stock will no longer receive dividends from the effective date of the waiver. This directly affects the economics of the preferred securities by eliminating their dividend entitlement going forward, which can reduce ongoing cash outflows tied specifically to those instruments.

Bain Capital remains a substantial owner, and the waiver is described as mutually agreed and intended to support the company’s strategic priorities. The company also emphasizes improved alignment between Bain and common shareholders, since the preferred shares now forgo dividend rights that previously differentiated them economically.

Coherent characterizes the agreement as a positive step for its relationship with one of its largest shareholders. Future disclosures in company filings may provide additional detail on how this change interacts with other securities and long-term capital allocation plans.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 20, 2025

Coherent Corp.

(Exact name of registrant as specified in its charter)

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

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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 8.01 Other Events.

On November 20, 2025, Coherent Corp. (the “Company”) entered into a Waiver Agreement (the “Waiver Agreement”) with Bain Capital, as holder of the Company’s Series B-1 Convertible Preferred Stock, no par value per share (the “Series B-1 Preferred Stock”) and Series B-2 Convertible Preferred Stock, no par value per share (together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), whereby the holder irrevocably and unconditionally waived all and any rights held by such holder to receive dividends on any or all shares of the Series B Preferred Stock on or after the date thereof, pursuant to the terms set forth in the Company’s Statement with Respect to Shares for the Series B Preferred Stock.

While Bain Capital has sold a portion of its holdings and made charitable distributions, it retains a substantial ownership position in Coherent. The mutually agreed upon Waiver Agreement underscores Bain Capital’s commitment to support the Company’s strategic priorities and further aligns Bain Capital’s interests with those of common shareholders.

Steve Pagliuca, Senior Advisor and former Co-Chairman of Bain Capital stated, “Coherent represents a compelling long-term investment opportunity, supported by strong fundamentals, a clear strategic vision and an industry leading management team. We are proud of our partnership with the Company and excited about its outlook.”

Coherent views this agreement as a positive development that underscores a shared commitment to its success and strengthens alignment between the Company and one of its largest shareholders.

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SIGNATURE

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.
				By:		/s/ Rob Beard
				Name:		Rob Beard
				Title:		Chief Legal and Global Affairs Officer
Date: November 20, 2025

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FAQ

What did Coherent Corp. (COHR) announce regarding Bain Capital and its preferred stock?

Coherent Corp. announced a Waiver Agreement with Bain Capital, the holder of its Series B-1 and Series B-2 Convertible Preferred Stock, under which Bain Capital irrevocably waives all rights to receive dividends on any shares of this Series B preferred stock from the date of the agreement.

Which securities are affected by the Coherent Corp. Waiver Agreement with Bain Capital?

The agreement applies to Coherent’s Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock, collectively referred to as the Series B Preferred Stock. Bain Capital waives dividend rights on any and all shares of these series from the effective date.

Does Bain Capital remain a significant shareholder of Coherent Corp. (COHR)?

Yes. The disclosure notes that although Bain Capital has sold a portion of its holdings and made charitable distributions, it still retains a substantial ownership position in Coherent, remaining one of the company’s largest shareholders.

How does Coherent Corp. describe the impact of the dividend waiver by Bain Capital?

Coherent describes the waiver as a positive development that underscores a shared commitment to the company’s success. The company states that it strengthens alignment between Coherent and Bain Capital, particularly between Bain and the common shareholders.

What rationale did Bain Capital provide for its position in Coherent Corp.?

Steve Pagliuca, Senior Advisor and former Co-Chairman of Bain Capital, called Coherent a compelling long-term investment opportunity, citing strong fundamentals, a clear strategic vision, and an industry leading management team as reasons for Bain Capital’s continued support.

Does the Waiver Agreement change Coherent Corp.’s strategic priorities?

The disclosure states that the Waiver Agreement supports the Company’s strategic priorities and enhances alignment with shareholders. It does not describe a change in those priorities, but presents the waiver as consistent with them.