Coherent Corp (NASDAQ: COHR) Bain holder sells 5M shares, reports 5.2% ownership

Rhea-AI Filing Summary

Coherent Corp. large shareholder BCPE Watson (an affiliate of Bain Capital) filed an amended Schedule 13D after a major share sale. On December 10, 2025, it converted 36,162 shares of Series B-2 Convertible Preferred Stock into 5,000,000 shares of common stock under the preferred share terms. The same day, it sold those 5,000,000 common shares in a Rule 144 block trade at $189.55 per share, for a total of $947,750,000.

After these transactions and earlier conversions, BCPE Watson reports beneficial ownership of 9,775,846 shares of common stock through convertible preferred, representing 5.2% of Coherent’s common stock. The remaining Series B-2 preferred held by BCPE Watson is scheduled for mandatory conversion into common stock effective December 15, 2025.

Insights

Equity ownership and capital markets analyst

Bain affiliate monetizes 5M Coherent shares via $947.8M-equivalent block sale while remaining a 5.2% holder.

BCPE Watson, a Bain Capital affiliate, converted 36,162 Series B-2 preferred shares into 5,000,000 Coherent Corp. common shares on December 10, 2025. It immediately sold those 5,000,000 shares in a Rule 144 block trade at $189.55 per share, totaling $947,750,000, which is a sizable secondary sale by a financial sponsor.

Following prior conversions and this transaction, BCPE Watson reports beneficial ownership of 9,775,846 common shares, or 5.2% of the class, through its remaining Series B-2 preferred. The filing also notes a mandatory conversion of the Series B-2 preferred effective December 15, 2025, which will further shift its position from preferred into common shares based on the stated conversion terms.

The combination of a large block trade and ongoing preferred-to-common conversions signals an evolution in this shareholder’s exposure and may influence trading dynamics around the dates tied to the conversions and reported ownership levels.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Coherent Corp.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

19247G107

(CUSIP Number)

Bain Capital Investors, LLC
200 Claredon Street,
Boston, MA, 02116
617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 19247G107

1

Name of reporting person

BCPE Watson (DE) BML, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,775,846.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,775,846.00

11

Aggregate amount beneficially owned by each reporting person

9,775,846.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8,10 and 11: The Reporting Person holds 70,703 shares of Series B-2 Preferred Stock, which are convertible into 9,775,846 shares of Common Stock. On December 2, 2025, in accordance with the terms of the Statement with Respect to Shares, the Issuer elected to effect a mandatory conversion of the 106,865 shares of Series B-2 Convertible Preferred Stock then held by the Reporting Person into 14,775,938 shares of Common Stock. In connection with the sale reported herein, and prior to the effectiveness of the mandatory conversion, the Reporting Person effected a voluntary conversion of 36,162 shares of Series B-2 Preferred Stock into 5,000,000 shares of Common Stock. The mandatory conversion with respect to shares of Series B-2 Preferred Stock then held by the Reporting Person will be effective on December 15, 2025. Row 13: Based on (i) 157,153,611 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 5, 2025, (ii) 7,754,252 shares of Common Stock issued to the Reporting Person upon the conversion of 54,023 shares of Series B-1 Preferred Stock on November 7, 2025, (iii) 7,592,307 shares of Common Stock issued to the Reporting Person upon the conversion of 20,977 shares of Series B-1 Preferred Stock and 33,135 shares of Series B-2 Preferred Stock on November 24, 2025, (iv) 5,000,000 shares of Common Stock issued to the Reporting Person upon the conversion of 36,162 shares of Series B-2 Preferred Stock on December 10 and (v) 9,775,846 shares of Common Stock to issuable to the Reporting Person upon the conversion of Series B-2 Preferred Stock held by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: Coherent Corp.
(c)	Address of Issuer's Principal Executive Offices: 375 Saxonburg Boulevard, Saxonburg, PENNSYLVANIA , 16056.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 11, 2022, as amended by Amendment No. 1 to Schedule 13D filed on March 7, 2024, Amendment No. 2 to Schedule 13D filed on November 12, 2025, Amendment No. 3 to Schedule 13D filed on November 24, 2025 and Amendment No.4 to Schedule 13D filed on December 4, 2025 (the "Initial Statement", together with this Amendment No. 5, the "Schedule 13D"), with respect to shares of Common Stock, no par value (the "Common Stock"), of Coherent Corp., a Pennsylvania corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
Item 4.	Purpose of Transaction
	Item 4 of the Initial Statement is hereby amended and supplemented to add the following: Conversion of Convertible Preferred Stock and sale of Common Stock On December 10, 2025, the Reporting Person converted 36,162 shares of Series B-2 Convertible Preferred Stock, no par value per share held by the Reporting Person into 5,000,000 shares of Common Stock in accordance to the Statement with Respect to Shares. On December 10, 2025, the Reporting Person sold 5,000,000 shares of Common Stock in a block trade pursuant to Rule 144 of the Securities Act of 1933 at a price of $189.55 per share, for an aggregate amount of $947,750,000.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(b)	The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(c)	Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the Common Shares during the past sixty days.
(d)	Except as otherwise described in this Schedule 13D, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BCPE Watson (DE) BML, LP

Signature:	/s/ Joseph Robbins
Name/Title:	Authorized Signatory of BCPE Watson (DE) BML GP, LLC
Date:	12/12/2025

FAQ

What change did Bain’s BCPE Watson report in Coherent Corp (COHR) shares?

BCPE Watson reported converting 36,162 Series B-2 preferred shares into 5,000,000 Coherent common shares and selling all 5,000,000 shares in a Rule 144 block trade.

How many Coherent (COHR) shares does BCPE Watson now beneficially own?

BCPE Watson reports beneficial ownership of 9,775,846 Coherent common shares through its Series B-2 preferred holdings, representing 5.2% of the common stock.

At what price did BCPE Watson sell Coherent (COHR) shares and for what total value?

On December 10, 2025, BCPE Watson sold 5,000,000 Coherent common shares at $189.55 per share, for an aggregate amount of $947,750,000.

What type of security did BCPE Watson convert into Coherent (COHR) common stock?

BCPE Watson converted Series B-2 Convertible Preferred Stock, no par value per share, into 5,000,000 shares of Coherent common stock on December 10, 2025.

When will BCPE Watson’s remaining Series B-2 preferred in Coherent (COHR) be mandatorily converted?

The remaining Series B-2 Preferred Stock held by BCPE Watson is scheduled for mandatory conversion into Coherent common stock effective December 15, 2025.

What ownership percentage in Coherent (COHR) does BCPE Watson’s stake represent?

BCPE Watson’s reported beneficial ownership of 9,775,846 common shares represents 5.2% of Coherent’s outstanding common stock, based on figures cited in the filing.