COHR 13D/A: Bain affiliate conversion, 7.5M-share Rule 144 block sale

Rhea-AI Filing Summary

Coherent Corp. (COHR): Schedule 13D/A shows Bain Capital affiliate transactions and updated ownership.

BCPE Watson (DE) BML, LP reported converting 54,023 shares of Series B‑1 preferred into 7,754,252 shares of common stock on November 7, 2025. The same day, it sold 7,500,000 common shares in a Rule 144 block trade at $143.37 per share, for an aggregate of $1,075,275,000. On November 10, 2025, it distributed 254,252 common shares for no consideration in connection with charitable gifts by its members or partners.

Following these actions, the reporting person lists 22,368,245 shares beneficially owned with shared voting and dispositive power, representing 11.9% of the class, based on the issuer’s outstanding share count and the stated issuable shares.

Insights

Equity ownership and transactions analyst

Large shareholder trims position via Rule 144; ownership updated.

BCPE Watson converted 54,023 Series B‑1 preferred into 7,754,252 common shares, then executed a 7,500,000‑share Rule 144 block sale at $143.37 per share, totaling $1,075,275,000. It also distributed 254,252 shares for no consideration tied to charitable gifts.

The cover page shows 22,368,245 shares beneficially owned with shared voting/dispositive power, or 11.9% of the class. The percent is anchored to the issuer’s outstanding shares as of the referenced quarter plus the stated issued and issuable shares.

This is a secondary holder transaction; cash flow pertains to the selling holder. Actual market impact depends on execution already completed; no future timing is indicated in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

11/07/2025

(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 22,368,245.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,368,245.00

11

Aggregate amount beneficially owned by each reporting person

22,368,245.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: The Reporting Person holds 20,977 shares of Series B-1 Preferred Stock and 140,000 shares of Series B-2 Preferred Stock. Pursuant to the terms of the Statement with Respect to Shares, such shares were convertible into an aggregate of 22,368,245 shares of Common Stock at the sole discretion of the Reporting Person. 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 and (iii) 22,368,245 shares of Common Stock issuable to the Reporting Person upon the conversion of Series B-1 Preferred Stock and 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.2 ("Amendment No. 2") 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 (together, the "Initial Statement"), 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Initial Statement is hereby amended and supplemented to add the following: The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
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 7, 2025 the Reporting Persons converted 54,023 shares of Series B-1 Convertible Preferred Stock, no par value per share, held by the Reporting Persons into 7,754,252 shares of Common Stock in accordance with the terms of the Statement with Respect to Shares. On November 7, 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. On November 10, 2025 the Reporting Person distributed an aggregate of 254,252 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 Item 4 herein, 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.

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:	11/12/2025

FAQ

What did Bain Capital affiliate report in the COHR Schedule 13D/A?

It reported converting 54,023 Series B-1 preferred into 7,754,252 common shares, selling 7,500,000 shares at $143.37, and distributing 254,252 shares.

How many Coherent (COHR) shares were sold and at what price?

The reporting person sold 7,500,000 common shares in a block trade at $143.37 per share under Rule 144, totaling $1,075,275,000.

What is the reporting person’s stated beneficial ownership after these transactions?

The filing lists 22,368,245 shares beneficially owned with shared voting and dispositive power, representing 11.9% of the class.

What additional share movement was disclosed for COHR?

A distribution of 254,252 common shares on November 10, 2025 to members or partners for charitable gifts, for no consideration.

What type of securities were converted into Coherent common stock?

The reporting person converted 54,023 shares of Series B-1 Convertible Preferred Stock into 7,754,252 common shares.

What percentage of Coherent’s class does the reported stake represent?

The filing states the beneficial ownership represents 11.9% of the class.