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.

Insights

Insider transactions analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of 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

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)

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 Securities Underlying Derivative Security (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: 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)

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Fund XII, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Partners XII, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Watson (DE) Aggregator GP, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Watson (DE) Aggregator, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Watson (DE) BML GP, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Watson (DE) BML, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

	Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory	11/12/2025
	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
	Bain Capital Partners XII, LLC, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory	11/12/2025
	BCPE Watson (DE) Aggregator GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory	11/12/2025
	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
	BCPE Watson (DE) BML GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory	11/12/2025
	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What did the COHR Form 4 report for Bain-affiliated holders?

They converted Series B-1 preferred into 7,754,252 common shares on Nov 7, 2025, sold 7,500,000 shares at $143.37, and later distributed the remainder.

How many COHR shares were sold and at what price?

The reporting persons sold 7,500,000 shares at $143.37 per share on Nov 7, 2025.

How many COHR shares remained after the sale and what happened to them?

254,252 shares remained and were distributed on Nov 10, 2025 in connection with charitable gifts by members or partners.

Did the reporting persons retain any indirect beneficial ownership after these transactions?

No. Indirect beneficial ownership reported was 0 shares following the transactions.

What are the key terms of the Series B Preferred Stock mentioned?

Dividends accrue at 5% per annum with PIK through the fourth anniversary; initial conversion price is $85.00, with an issuer-initiated conversion trigger at 150% of the conversion price.

Through which entity were the COHR shares held indirectly?

Shares were indirectly held by BCPE Watson (DE) BML, LP, with related Bain Capital entities referenced in the footnotes.