Coherent Corp. (NASDAQ: COHR) Bain Capital affiliate reports 7.9% common stake

Rhea-AI Filing Summary

Coherent Corp. reported a change in Bain Capital’s ownership as preferred stock converts into common shares. An affiliate, BCPE Watson (DE) BML, LP, beneficially owns 14,868,245 shares of Coherent common stock, representing 7.9% of the outstanding class. This reflects Coherent’s election on December 2, 2025 to mandatorily convert 106,865 shares of Series B‑2 Convertible Preferred Stock held by BCPE Watson into 14,775,938 common shares, effective December 15, 2025. Earlier in November 2025, additional preferred shares held by BCPE Watson were converted into 7,754,252 and 7,592,307 common shares, increasing its common stock holdings and shifting its position from preferred to common equity.

Insights

Equity ownership and capital structure analyst

Bain Capital affiliate reports a 7.9% common stake in Coherent after mandatory preferred conversions.

BCPE Watson (DE) BML, LP, a Bain Capital affiliate, now reports beneficial ownership of 14,868,245 Coherent common shares, equal to 7.9% of the class. This stake comes from prior preferred holdings that are being converted into common stock, moving the investor’s exposure into the common equity layer.

On December 2, 2025, Coherent elected a mandatory conversion of 106,865 Series B‑2 Convertible Preferred shares into 14,775,938 common shares, effective December 15, 2025. This follows earlier conversions in November 2025 that issued 7,754,252 and 7,592,307 common shares to the same holder. The filing notes that BCPE Watson has shared voting and dispositive power over these shares.

The percentage ownership is calculated using 157,153,611 common shares outstanding as of the issuer’s September 30, 2025 quarter, adjusted for the additional shares issued or issuable to BCPE Watson. Future company filings can provide further detail on any broader effects of these conversions on Coherent’s capital structure.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

12/02/2025

(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, which are convertible into 14,775,938 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 held by the Reporting Person into 14,775,938 shares of Common Stock. The conversion 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, and (iv) 14,775,938 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. 4 ("Amendment No. 4") 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 and Amendment No. 3 to Schedule 13D filed on November 24, 2025 (the "Initial Statement", together with this Amendment No. 4, 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 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 held by the Reporting Person into 14,775,938 shares of Common Stock. The conversion will be effective on December 15, 2025.
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:	12/04/2025

FAQ

What change in ownership does this Schedule 13D/A report for Coherent Corp. (COHR)?

The filing states that BCPE Watson (DE) BML, LP beneficially owns 14,868,245 shares of Coherent common stock, representing 7.9% of the outstanding class.

Who is the reporting person in this Coherent Corp. (COHR) Schedule 13D/A amendment?

The reporting person is BCPE Watson (DE) BML, LP, a Delaware limited partnership, with Bain Capital Investors, LLC listed as the contact for notices and communications.

What triggered this Amendment No. 4 to the Schedule 13D/A for Coherent Corp. (COHR)?

The amendment reflects Coherent’s mandatory conversion election on December 2, 2025 of 106,865 Series B-2 Convertible Preferred shares held by BCPE Watson into 14,775,938 common shares, effective December 15, 2025.

How did Coherent Corp. (COHR) calculate the 7.9% ownership reported by BCPE Watson?

The 7.9% figure is based on 157,153,611 common shares outstanding as of the quarter ended September 30, 2025, plus common shares issued or issuable to BCPE Watson from conversions of its preferred stock.

What voting and dispositive powers does BCPE Watson report for its Coherent (COHR) shares?

BCPE Watson reports 0 sole voting and dispositive power and 14,868,245 shared voting and shared dispositive power over Coherent common shares.

Were there other recent conversions of Coherent Corp. preferred stock held by BCPE Watson?

Yes. The filing notes Coherent issued 7,754,252 common shares on November 7, 2025 and 7,592,307 common shares on November 24, 2025 to BCPE Watson upon conversion of its Series B-1 and Series B-2 Preferred Stock.