BCPE Watson trims Coherent position after big block trade and cap deal

Rhea-AI Filing Summary

BCPE Watson (DE) BML, LP, an affiliate of Bain Capital, updated its ownership report for Coherent Corp. common stock. The reporting person now beneficially owns 14,868,245 shares of common stock, representing 7.9% of the class, primarily through convertible Series B preferred stock. On November 24, 2025, it converted 20,977 shares of Series B-1 and 33,135 shares of Series B-2 preferred into 7,592,307 common shares and sold 7,500,000 common shares in a Rule 144 block trade at $143.37 per share, for total proceeds of $1,075,275,000. The holder plans to distribute 92,307 common shares to its members or partners for charitable gifts for no consideration. A new Conversion Cap Agreement limits its beneficial ownership to 9.99%, and a Waiver Agreement gives up rights to dividends on all Series B preferred stock on or after November 20, 2025.

Insights

Equity ownership and governance analyst

Large Coherent holder trims position via $1.08B sale and agrees to ownership and dividend limits.

BCPE Watson (DE) BML, LP reports beneficial ownership of 14,868,245 Coherent common shares, or 7.9% of the class. This reflects the conversion of Series B preferred stock into common equity and a sizable secondary block trade, rather than new issuance by Coherent Corp..

On November 24, 2025, the holder converted Series B-1 and B-2 preferred into 7,592,307 common shares, then sold 7,500,000 shares at $143.37 each under Rule 144, for aggregate proceeds of $1,075,275,000. The filing also notes an intended distribution of 92,307 shares to members or partners for charitable gifts, which reallocates but does not increase the share count.

A Conversion Cap Agreement dated November 20, 2025 restricts further conversions of Series B preferred so the group’s beneficial ownership does not exceed 9.99%, potentially limiting future concentration of voting power. A separate Waiver Agreement on the same date permanently waives dividends on all Series B preferred stock from that date forward, which may modestly reduce preferred cash claims relative to common, depending on Coherent’s future dividend practices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

11/20/2025

(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 14,868,245.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,868,245.00

11

Aggregate amount beneficially owned by each reporting person

14,868,245.00

12

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

13

Percent of class represented by amount in Row (11)

7.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: The Reporting Person holds 106,865 shares of Series B-2 Preferred Stock and 92,307 shares of Common Stock. Pursuant to the terms of the Statement with Respect to Shares, such shares of Series B-2 Preferred Stock are convertible into an aggregate of 14,775,938 shares of Common Stock at the sole discretion of the Reporting Person. In connection with the settlement of the block trade described herein, the Reporting Person intend to distribute the 92,307 shares of Common Stock to one or more members or partners of the Reporting Person in connection with certain charitable gifts to be made by such members or partners or their direct and indirect owners, for no consideration. 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 to be 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, and (iv) 14,775,938 shares of Common Stock 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.3 ("Amendment No. 3") 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 and Amendment No. 2 to Schedule 13D filed on November 12, 2025 (the "Initial Statement", together with this Amendment No. 3, 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 November 24, 2025, the Reporting Person converted 20,977 shares of Series B-1 Convertible Preferred Stock, no par value per share and 33,135 shares of Series B-2 Convertible Preferred Stock, no par value per share held by the Reporting Person into 7,592,307 shares of Common Stock in accordance to the Statement with Respect to Shares. On November 24, 2025, the Reporting Person sold 7,500,000 shares of Common Stock in a block trade pursuant to Rule 144 of the Securities Act of 1933 at a price of $143.37 per share, for an aggregate amount of $1,075,275,000. In connection with the settlement of the block trade, the Reporting Person intends to distribute an aggregate of 92,307 shares of Common Stock to one or more members or partners of the Reporting Person in connection with certain charitable gifts to be made by such members or partners or their direct and indirect owners, for no consideration.
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 Item 5, 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Conversion Cap On November 20, 2025 the Reporting Person and the Issuer entered into a Conversion Cap Agreement (the "Conversion Cap") applicable to the Reporting Person's Series B Preferred Stock, which is convertible into shares of the Issuer's common stock (the "Common Stock"). Pursuant to the Conversion Cap, the Reporting Person is prohibited from converting, and the Issuer will not give effect to any conversion of, any Series B Preferred Stock to the extent that, after giving effect to such conversion, the Reporting Person's beneficial ownership of Common Stock, together with certain affiliates and attribution parties, would exceed 9.99%, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Waiver Agreement Subsequently, on November 20, 2025 the Issuer entered into a Waiver Agreement with the Reporting Person with respect to the Reporting Persons' ownership of 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"). Pursuant to the Waiver Agreement, the Reporting Person irrevocably and unconditionally waived any and all rights to receive dividends on any shares of Series B Preferred Stock on or after November 20, 2025, pursuant to the terms set forth in the Issuer's Statement with Respect to Shares for the Series B Preferred Stock.
Item 7.	Material to be Filed as Exhibits.
	99.1 Conversion Blocker Agreement, dated November 20, 2025, by and between Coherent Corp. and BCPE Watson (DE) BML, LP. 99.2 Waiver Agreement, dated November 20, 2025, by and between Coherent Corp. and BCPE Watson (DE) BML, LP.

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:	11/24/2025

FAQ

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

BCPE Watson (DE) BML, LP reports beneficial ownership of 14,868,245 shares of Coherent Corp. common stock, representing 7.9% of the outstanding common shares.

What major stock sale involving Coherent (COHR) did BCPE Watson execute?

On November 24, 2025, BCPE Watson sold 7,500,000 Coherent common shares in a Rule 144 block trade at $143.37 per share, for a total of $1,075,275,000.

How did BCPE Watson’s preferred stock in Coherent (COHR) change in this amendment?

On November 24, 2025, the reporting person converted 20,977 Series B-1 and 33,135 Series B-2 preferred shares into 7,592,307 Coherent common shares under the Statement with Respect to Shares.

What is the 9.99% conversion cap mentioned for Coherent (COHR)?

Under a Conversion Cap Agreement dated November 20, 2025, BCPE Watson is prohibited from converting Series B preferred into Coherent common stock if, after conversion, its beneficial ownership (with affiliates and attribution parties) would exceed 9.99%.

What dividend rights did BCPE Watson waive on Coherent (COHR) preferred shares?

In a Waiver Agreement dated November 20, 2025, BCPE Watson irrevocably waived all rights to receive dividends on any Series B preferred stock on or after that date, as provided in Coherent’s Statement with Respect to Shares.

How many Coherent (COHR) shares will BCPE Watson distribute for charitable gifts?

In connection with settlement of the block trade, BCPE Watson intends to distribute an aggregate of 92,307 Coherent common shares to one or more members or partners for certain charitable gifts, for no consideration.