Coherent (COHR) Form 4: RSU Grant, PSU Payout and Tax Withholding

Rhea-AI Filing Summary

Giovanni Barbarossa, EVP, General Management of Coherent Corp. (COHR), reported stock-based transactions dated 08/28/2025. The filing shows 11,562 restricted stock units granted that vest in three equal annual installments beginning 08/28/2026, and 18,315 shares issued upon payout of performance share units granted in August 2022. The reporting person also had 20,812 shares withheld to satisfy tax withholding at an effective withholding price of $90.71, which the filing clarifies is not an open-market sale. After these entries the reported beneficial share totals moved from 226,361 to 244,676 and then to 223,864 following the withholding transaction.

Positive

• Equity awards granted (11,562 RSUs and 18,315 PSU payout) indicate executive compensation aligned with shareholder value creation.
• Disclosure clarifies withheld shares were used solely to satisfy tax obligations and were not sold on the market.

Negative

• Withholding reduced the reporting person's beneficial ownership by 20,812 shares, lowering the total reported holdings to 223,864 shares.

Insights

Financial Analyst

TL;DR: Routine executive equity awards and withholding activity; no open-market dispositions announced and no new debt or revenue impacts disclosed.

The Form 4 documents time‑based restricted stock units and a performance share payout for an executive, increasing reported beneficial ownership before tax withholding reduced the share count. These are standard compensation events that signal continued alignment of executive incentives with shareholders but do not represent liquidity events or market sales. There is no new financial performance data or material corporate action disclosed in this filing.

Corporate Governance Expert

TL;DR: Compensation-related share grants and tax-withholding are governance routine; disclosure complies with Section 16 reporting.

The filing identifies the reporting person as an officer and shows award vesting terms (three annual installments) and conversion of PSUs to shares. The withholding of 20,812 shares to satisfy tax obligations is explicitly noted as not constituting an open‑market transaction, which is important for transparency. No departures, new agreements, or plan amendments are disclosed.

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

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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^*

BARBAROSSA GIOVANNI

(Last) (First) (Middle)

C/O COHERENT CORP.

375 SAXONBURG BOULEVARD

(Street)

SAXONBURG PA 16056

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Management

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	08/28/2025		A		11,562(1)	A	$0	226,361	D
Common Stock	08/28/2025		A		18,315(2)	A	$0	244,676	D
Common Stock	08/28/2025		F		20,812(3)	D	$90.71	223,864	D

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

Explanation of Responses:

1. These shares represent a restricted stock unit award granted to the reporting person. The award will vest in three equal annual installments beginning on August 28, 2026.

2. Represents shares issued upon payout of Performance Share Units granted in August 2022.

3. These shares were withheld by the company to discharge withholding tax obligations of the reporting person and do not constitute an actual sale or other open market transaction.

Remarks:

1. Exhibit 24 - Power of Attorney

	/s/ Christopher M. Forrester, Attorney-in-Fact	09/02/2025
	** 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

Who filed the Form 4 for COHR?

The reporting person is Giovanni Barbarossa, EVP, General Management of Coherent Corp.

What transactions were reported on the COHR Form 4 dated 08/28/2025?

The filing reports 11,562 RSUs granted, 18,315 shares issued upon PSU payout, and 20,812 shares withheld for taxes.

When do the restricted stock units vest?

The RSU award vests in three equal annual installments beginning 08/28/2026.

Were any open-market sales reported?

No. The filing states the 20,812 shares were withheld to satisfy tax obligations and do not constitute an open-market sale.

What was the withholding price for the shares used to cover taxes?

The filing reports a withholding reference price of $90.71 for the 20,812 shares.