Bain affiliates sell 7,500,000 COHR shares at $143.37 after conversion
Rhea-AI Filing Summary
Coherent Corp. (COHR): insider Group Form 4 activity
Reporting persons affiliated with Bain Capital converted 54,023 shares of Series B‑1 Convertible Preferred Stock into 7,754,252 shares of Common Stock on November 7, 2025. That same day, they sold 7,500,000 shares at $143.37 per share. The remaining 254,252 shares were distributed on November 10, 2025 to members or partners in connection with charitable gifts, resulting in 0 shares indirectly beneficially owned after the reported transactions. The holdings were reported as indirectly owned through BCPE Watson (DE) BML, LP, with related Bain Capital entities listed as potential shared power holders per footnotes.
Positive
- None.
Negative
- None.
Insights
Large holder converted preferred, sold 7.5M shares, then distributed the remainder.
The reporting group converted Series B‑1 preferred into 7,754,252 common shares on Nov 7, 2025, consistent with the terms allowing conversion based on stated value and conversion price. The preferred carries a 5% dividend (PIK through year four) and an initial $85.00 conversion price, with issuer-initiated conversion possible if the stock trades above 150% of the then-applicable conversion price for the stipulated period.
On the same day, the group sold 7,500,000 shares at $143.37. On Nov 10, 2025, 254,252 shares were distributed for charitable gifting by members/partners, leaving 0 indirectly owned. The filing lists indirect ownership via BCPE Watson (DE) BML, LP, with related Bain Capital entities noted; actual market impact depends on holder actions disclosed here.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 254,252 | $0.00 | -- |
| Conversion | Series B-1 Convertible Preferred Stock | 54,023 | $0.00 | -- |
| Conversion | Common Stock | 7,754,252 | $0.00 | -- |
| Sale | Common Stock | 7,500,000 | $143.37 | $1.08B |
Footnotes (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. 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. 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. 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. 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. 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.
