IPG Photonics (NASDAQ: IPGP) to acquire Lumibird Medical for €300M plus earnout
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
IPG Photonics Corporation agreed a Put Option Agreement with Lumibird S.A. for the proposed acquisition of 100% of Lumibird Medical for a cash purchase price of €300 million, on a cash-free, debt-free basis, plus up to €50 million earnout tied to 2026–2027 performance. IPG Photonics plans to fund the deal with cash on hand. After completion of the required French works council consultation and the seller’s exercise of the put, IPG Photonics is irrevocably committed to sign a share purchase agreement, with closing targeted in the fourth quarter of 2026, subject to customary conditions and authorization under the French foreign direct investment regime.
The agreements include exclusivity for IPG Photonics, warranty and indemnity insurance covering many seller warranties, capped seller liability for business warranties, and three-year non-compete and non-solicitation provisions on the seller. Lumibird Medical generated 2025 revenue of €112.2 million and EBITDA of €24.1 million, and IPG Photonics describes the business as high-margin and expects the acquisition to be accretive to gross margin, EBITDA and adjusted EPS while adding approximately $1 billion to the Advanced Solutions addressable market. A supplemental investor presentation indicates the €300 million price equals 15.9x 2025 adjusted EBITDA of €18.9 million and that the combined medical businesses would have about $204 million of 2025 sales.
Positive
- None.
Negative
- None.
Filing Explained
The transaction remains before the works-council process, the seller’s exercise of its put option and closing conditions; if completed, IPG would pay
Sources and calculations
- IPG Photonics Form 8-K and exhibits (2026-07-16)
- IPG Photonics latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $480,761,000 / ($5,463,000 / 90) = [object Object]
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase price: €300 million
Maximum earnout: €50 million
Lumibird Medical 2025 revenue: €112.2 million
+5 more
8 metrics
Purchase price
€300 million
Cash-free, debt-free purchase price for 100% of Lumibird Medical
Maximum earnout
€50 million
Contingent cash consideration based on 2026 and 2027 performance metrics
Lumibird Medical 2025 revenue
€112.2 million
Revenue for the fiscal year ended December 31, 2025
Lumibird Medical 2025 EBITDA
€24.1 million
2025 EBITDA with an EBITDA margin of 21.5% under IFRS
Adjusted EBITDA 2025
€18.9 million
Illustrative 2025 adjusted EBITDA with a 16.8% margin after IFRS/U.S. GAAP adjustments
EV/EBITDA multiple
15.9x
Purchase price multiple of Lumibird Medical’s 2025 adjusted EBITDA
Addressable market increase
$1 billion
Approximate increase in Advanced Solutions addressable market from Lumibird Medical
Pro forma medical sales 2025
$204 million
Approximate 2025 medical sales for IPG Photonics including Lumibird Medical
Key Terms
Put Option Agreement, warranty and indemnity insurance policy, earnout consideration, French foreign direct investment regime, +1 more
5 terms
Put Option Agreement regulatory
"entered into a Put Option Agreement with Lumibird S.A. for the proposed acquisition"
A put option agreement is a contract that gives its holder the right to sell a specified number of shares at an agreed price within a set period. Think of it like an insurance policy that guarantees you can offload stock at a known price if the market falls; for investors it provides downside protection but can also create obligations for the counterparty (often the company) to buy back shares, which can affect cash flows and ownership stakes.
warranty and indemnity insurance policy regulatory
"secured a warranty and indemnity insurance policy insuring for losses"
earnout consideration financial
"contingent earnout consideration of up to €50 million additional in cash"
Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.
French foreign direct investment regime regulatory
"authorization by the French Minister of the Economy under the French foreign direct investment regime"
Adjusted EBITDA financial
"FY 2025 in millions Euro USD Revenue 112.2 $130.5 Reported "IFRS" EBITDA 24.1 $28.0 ... Adjusted EBITDA 18.9 $22.0"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did IPG Photonics (IPGP) announce involving Lumibird Medical?
IPG Photonics agreed a binding put option to acquire 100% of Lumibird Medical from Lumibird S.A. for €300 million cash plus up to €50 million earnout. The deal will be finalized through a share purchase agreement after French works council consultation and regulatory clearances.
How will IPG Photonics (IPGP) fund the Lumibird Medical transaction and what is the structure?
The acquisition of Lumibird Medical is structured via a Put Option Agreement and a form of share purchase agreement. IPG Photonics plans to pay the €300 million cash purchase price, plus any earnout, using cash on hand rather than new debt or equity.
What are Lumibird Medical’s key 2025 financials cited by IPG Photonics (IPGP)?
For 2025, Lumibird Medical reported €112.2 million in revenue and EBITDA of €24.1 million, implying a 21.5% EBITDA margin. An accompanying reconciliation also presents adjusted EBITDA of €18.9 million with a 16.8% margin, reflecting estimated IFRS-to-U.S. GAAP differences.
Why does IPG Photonics (IPGP) view the Lumibird Medical deal as strategic?
IPG Photonics states the acquisition adds a high-margin business expected to be accretive to gross margin, EBITDA and adjusted EPS. It also expands the Advanced Solutions portfolio, creates a scaled medical laser platform and increases the addressable market by approximately $1 billion in medical applications.
When is the IPG Photonics (IPGP) and Lumibird Medical transaction expected to close and what approvals are needed?
IPG Photonics expects closing in the fourth quarter of 2026, after completing the French works council consultation. The transaction remains subject to customary conditions and authorization by the French Minister of the Economy under the French foreign direct investment regime.
What valuation multiple is IPG Photonics (IPGP) paying for Lumibird Medical?
A supplemental presentation indicates the agreed €300 million enterprise value represents 15.9x Lumibird Medical’s illustrative 2025 adjusted EBITDA of €18.9 million. This multiple is based on IFRS financials adjusted to reflect key estimated IFRS-to-U.S. GAAP accounting differences.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, including Zip Code)
(508 ) 373-1100
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry in a Material Definitive Agreement.
Put Option Agreement, Share Purchase Agreement
On July 16, 2026, IPG Photonics Corporation (the “Company”) entered into a Put Option Agreement (the “Put Option Agreement”), with Lumibird S.A., a French société anonyme (listed on Euronext Paris) (the “Seller”), relating to the proposed acquisition by the Company of 100% of the outstanding shares of Lumibird Medical, a French société par actions simplifiée and wholly-owned subsidiary of the Seller ("Lumibird Medical”). Appended to the Put Option Agreement is a form of share purchase agreement (the “SPA”, and, together with the Put Option Agreement, the “Transaction Documents”) governing the sale of the shares of Lumibird Medical to the Company (the “Acquisition”). The SPA provides for the Acquisition for a purchase price of €300 million on a cash-free, debt-free basis, payable in cash at closing, subject to customary adjustments as set forth in the SPA. The SPA also provides for a contingent earnout consideration of up to €50 million additional in cash based on achieving certain 2026 and 2027 performance metrics. The Company expects to fund the Acquisition through cash on hand.
Under the Put Option Agreement, following completion of the information and consultation process with the works council of the Economic and Social Unit (Unité économique et sociale) of the Seller required under Article L. 2312-8 of the French Labor Code (the "Consultation Process") and delivery by the Seller of a notice of exercise, the Company is irrevocably committed to execute and deliver the SPA (together with its respective annexes, schedules or appendixes) concurrently with the execution and delivery by the Seller on the date and location set forth in the put option exercise notice. The Put Option is irrevocable and remains in force until the earliest of (i) the tenth (10th) business day after completion of the Consultation Process, (ii) six months after the date of the Put Option Agreement, and (iii) the date of execution of the SPA (the "Expiry Date"). In consideration for the Company’s undertakings under the Put Option Agreement, the Seller granted the Company an exclusivity undertaking that remains in effect until the earlier of (i) the date that is nine (9) months from the date of the Put Option Agreement and (ii) the execution of the SPA following exercise of the put option.
The Put Option Agreement also provides that, if the Consultation Process has been completed (or deemed completed) and the Seller does not deliver an exercise notice on or before the Expiry Date, the Seller will be required to pay the Company €3.5M, which is the Company's exclusive remedy in such circumstance. Either party may terminate the Put Option Agreement if the closing conditions under the SPA are no longer capable of being satisfied by the long-stop date specified in the SPA.
If the Put Option is exercised by the Seller, under the SPA, the Seller would make certain fundamental representations and warranties regarding Lumibird Medical and agrees to indemnify the Company to the extent the Company’s losses related to such fundamental representations and warranties exceed the coverage available under the W&I Policy referenced below. The Seller will also give business warranties for the sole purpose of the W&I Policy referenced below, with Seller’s aggregate liability capped at one euro (€1.00), except in the case of fraud or willful misconduct. In addition, as part of the Acquisition, the Company has secured a warranty and indemnity insurance policy (the “W&I Policy”) insuring for losses arising out of certain breaches of the representations and warranties of the Seller in the SPA, subject to a retention amount, exclusions, policy limits and certain other terms and conditions.
Under the SPA, for three years following the Closing, the Seller would be subject to customary non-solicitation and non-competition provisions. The non-competition provisions prohibit the Seller and its affiliates from engaging, directly or indirectly, in any business competitive with Lumibird Medical's business in the countries where it has operated.
The parties’ obligations to complete the transaction under the SPA will be subject to certain customary conditions and approvals, including authorization by the French Minister of the Economy under the French foreign direct investment regime. The closing is expected to occur in the fourth quarter of 2026.
The foregoing description of the Transaction Documents is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Transaction Documents, a copy of the Put Option Agreement (including the form of SPA attached thereto) is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Transaction Documents and the above description have been included to provide investors and security holders with information regarding the terms of the Transaction Documents. They are not intended to provide any other factual information about the Company, the Seller, or their respective subsidiaries or affiliates, including Lumibird
Medical. The representations, warranties and covenants contained in the Transaction Documents were and will be made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Transaction Documents; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, the Seller, their respective subsidiaries or affiliates, including Lumibird Medical. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Transaction Documents, which subsequent information may not be fully reflected in public disclosures by the Company.
Item 7.01. Regulation FD Disclosure.
On July 16, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
In connection with the Acquisition, the Company is also making available to investors a supplemental presentation. A copy of the presentation is attached hereto as Exhibit 99.2.
The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 2.1* | Put Option Agreement, dated July 16, 2026, by IPG Photonics Corporation with Lumibird S.A. | |||||||
| 99.1 | Press Release issued by IPG Photonics Corporation on July 16, 2026 | |||||||
| 99.2 | Supplemental Presentation issued by IPG Photonics Corporation on July 17, 2026 | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
* Certain schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed Acquisition, the anticipated timing and completion of the Acquisition, the completion of the Consultation Process, the exercise of the Put Option and execution of the SPA, the receipt of required regulatory approvals (including authorization under the French foreign direct investment regime) and the satisfaction of other customary closing conditions and the anticipated benefits of the Acquisition. These forward-looking statements are based on the Company's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risks and uncertainties described in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. There can be no assurance that the Acquisition will be consummated on the anticipated timeline or at all. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| IPG PHOTONICS CORPORATION | ||||||||||||||
| July 17, 2026 | By: | /s/ Angelo P. Lopresti | ||||||||||||
| Angelo P. Lopresti | ||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||
Exhibit 99.1
IPG Photonics Announces Binding Offer to Acquire Lumibird Medical, Expanding IPG’s Medical Laser Growth Platform
Creates a Scaled Medical Laser Platform, Accelerating IPG’s Strategic Expansion in Advanced Solutions
Expected to Be Accretive to Gross Margin, EBITDA, and Adjusted EPS
MARLBOROUGH, Mass. – July 16, 2026 - IPG Photonics Corporation (NASDAQ: IPGP) today announced that it has entered into a binding offer to acquire Lumibird Medical. The acquisition advances IPG’s strategy, further expanding the Advanced Solutions portfolio in attractive medical markets. The transaction is expected to deliver financial benefits by adding a high-margin business that is accretive to gross margin, EBITDA and adjusted EPS. IPG believes that the combined medical businesses will create a scaled medical laser platform for growth with complementary established leadership in ophthalmology and urology. The company expects that this also adds approximately $1 billion in addressable market for Advanced Solutions, expanding long-term value creation opportunities that leverage IPG’s capabilities.
IPG intends to acquire Lumibird Medical for a purchase price of €300 million on a cash-free, debt-free basis. The purchase price will be paid in cash at closing. A contingent earnout consideration of up to €50 million additional in cash is based on achieving certain 2026 and 2027 performance metrics. The acquisition will be funded with cash on hand.
“We expect that this acquisition will accelerate our strategic expansion in attractive medical markets in Advanced Solutions,” said Dr. Mark Gitin, IPG Photonics’ Chief Executive Officer. “Lumibird Medical’s leadership in ophthalmology complements our strength in urology, which will create a scaled medical platform with opportunities to accelerate innovation, broaden our commercial reach and deliver differentiated solutions for physicians and patients. We expect the transaction to strengthen our long-term growth profile and provide significant value creation. I am looking forward to welcoming the Lumibird Medical team to IPG.”
“I’m excited about the future of Lumibird Medical, which will benefit significantly from IPG’s scale and leadership in lasers, photonics and applications,” said Jean-Marc Gendre, CEO of Lumibird Medical. “I am convinced that becoming part of IPG will provide our teams, our technologies and our customers with outstanding opportunities to accelerate this remarkable journey while preserving the culture of innovation that has made our success.”
Lumibird Medical is a global leader in diagnostic and treatment systems for ophthalmology, a highly regulated medical laser market that is largely driven by non-discretionary spending. The company designs and produces diagnostic and therapeutic tools for conditions including cataracts, glaucoma, dry eye and age-related macular degeneration, and is a partner of choice for specialist and generalist patient care. Its proprietary laser technology delivers innovative solutions, from diagnosis to laser treatment, through market-leading brands including Quantel Medical, Ellex and Optotek Medical. Headquartered in France, the company has three major global facilities and more than 450 employees worldwide. Lumibird Medical has a track record of sales growth and EBITDA margin expansion. For the fiscal year ended December 31, 2025, Lumibird Medical reported revenue of €112.2 million and EBITDA of €24.1 million with EBITDA margin of 21.5%1.
1 Lumibird Medical's historical financials are prepared under IFRS. Please see the reconciliation from IFRS to U.S. GAAP in the appendix of the presentation furnished with the SEC on Form 8-K.
Transaction Timing
Following completion of the information and consultation process with Lumibird Medical's works council in accordance with French law, the parties expect to enter into a definitive purchase agreement. IPG Photonics expects the transaction to close during the fourth quarter of 2026, subject to customary closing conditions.
Conference Call Details
The Company will hold a conference call tomorrow, July 17, 2026, at 8:00 a.m. ET. To access the call, please dial 877-407-6184 in the US or 201-389-0877 internationally. A live webcast of the call will also be available and archived on the investor relations section of the Company’s website at investor.ipgphotonics.com.
Contact
Eugene Fedotoff
Senior Director, Investor Relations
IPG Photonics Corporation
508-597-4713
efedotoff@ipgphotonics.com
About IPG Photonics Corporation
Innovation is at the heart of IPG Photonics. As a global leader in laser technology, we apply light to transform the world. From manufacturing to medical and beyond, our breakthrough laser solutions power our customers’ success and expand what's possible. Discover more at www.ipgphotonics.com.
Safe Harbor Statement
Information and statements provided by IPG and its employees, including statements in this press release, that relate to future plans, events or performance are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. These statements involve risks and uncertainties. Any statements in this press release that are not statements of historical fact are forward-looking statements, including those statements related to the proposed acquisition of Lumibird Medical (the "Proposed Transaction") and the timing and completion thereof, advancing IPG’s strategy , further expanding the Advanced Solutions portfolio in attractive medical markets, delivering financial benefits by adding a high-margin business, accretive to gross margin, EBITDA and adjusted EPS, the combination creating a scaled platform for growth, adding approximately $1 billion in addressable market, expanding long-term value creation opportunities that leverage IPG’s capabilities, expecting the transaction to provide opportunities to accelerate innovation, broaden commercial reach, deliver differentiated solutions, to strengthen long-term growth profile, provide value creation and to be accretive to margin, EBITDA and adjusted EPS, the ability to complete the information and consultation process with Lumibird Medical's works council, the execution of definitive agreements relating to the Proposed Transaction, the ability to obtain required regulatory approvals and to satisfy other customary closing conditions, the ability to successfully integrate Lumibird Medical's business and retain its employees, customers and distributors, and the realization of anticipated synergies and the expected closing date. Factors that could cause actual results to differ materially include risks and uncertainties, including risks associated with the strength or weakness of business conditions in industries and geographic markets that IPG serves, particularly the effect of downturns in the markets IPG serves; uncertainties and adverse changes in the general economic conditions of markets; inability to manage risks associated with international customers and operations; changes in trade controls and tariff policies; IPG's ability to penetrate new applications for fiber lasers and increase market share; the rate of acceptance and penetration of IPG's products; foreign currency fluctuations; high levels of fixed costs from IPG's vertical integration; the appropriateness of IPG's manufacturing capacity for the level of demand; competitive factors, including declining average selling prices; the effect of acquisitions and investments; inventory write-downs; asset impairment charges; intellectual property infringement claims and litigation; interruption in supply of key components; manufacturing risks; government regulations and trade sanctions; and other risks identified in IPG's SEC filings. There can be no assurance that the Proposed Transaction will be consummated on the anticipated timeline or at all. Readers are encouraged to refer to the risk factors described in IPG's Annual Report on Form 10-K (filed with the SEC on February 23, 2026) and IPG's reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. IPG undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Use of Non-GAAP Adjusted Financial Information
We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”) and are provided as supplemental information to enhance understanding of the Company’s financial performance.
Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measure presented by the Company.
3
Lumibird Medical Acquisition Expanding IPG Medical Platform June 30, 2026 By phone 877-407-6184 in the US or 201-389-0877 internationally A live webcast of the call will be available and archived on the investor relations section of the Company's website at investor.ipgphotonics.com Conference Call on July 17, 2026 8:00 am ET
© 2026 IPG Photonics Forward-looking Statements 2 This presentation contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed acquisition of Lumibird Medical, the anticipated timing and completion of the transaction, the expected benefits of the transaction, including anticipated financial and strategic benefits, and the Company's future performance, plans and opportunities. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to completion of the information and consultation process with Lumibird Medical's works council, execution of definitive transaction agreements, receipt of required regulatory approvals, satisfaction of customary closing conditions, the ability to successfully integrate Lumibird Medical and realize anticipated benefits, and the other risks described in IPG's Annual Report on Form 10-K and other filings with the SEC. There can be no assurance that the proposed transaction will be completed on the anticipated timeline or at all. Forward- looking statements speak only as of the date of this presentation, and IPG undertakes no obligation to update them except as required by law. Readers are encouraged to refer to the risk factors described in the Company’s Annual Report on Form 10-K and its periodic reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
© 2026 IPG Photonics Accelerates IPG’s strategic evolution Expands the Advanced Solutions portfolio into higher-growth and higher-margin, medical markets with durable demand Delivers financial benefits Adds a high-margin business that is expected to be accretive to margins, EBITDA, and adjusted EPS Key Messages 3 Acquiring Lumibird Medical to Expand Medical Laser Growth Platform Creates a scaled medical laser platform Establishes leadership in Ophthalmology laser treatment and diagnostic systems, complementing IPG’s growth in Urology and increasing addressable market by approximately $1 billion Expands long-term value creation opportunities Leverages IPG's laser, photonics and applications expertise to drive innovation and broaden commercial reach
© 2026 IPG Photonics 4 Acquisition Advances IPG’s Strategic Goals Executing focused strategy for sustained value creation Growing profitably to maximize stakeholder value Sustained Value Creation Growth strategy supported by operational excellence and self-sustaining Innovation Engine One-IPG Operating Model Transforming into an organization positioned for maximizing growth and profit opportunities ahead Strategic Growth Initiatives Building upon our strong foundation in Industrial Solutions Expanding our leadership in laser technology in Advanced Solutions
© 2026 IPG Photonics 5 Accelerates IPG’s Strategic Expansion in Advanced Solutions 1For fiscal year 2025 ended 12/31/2025. Includes $74M from IPG Medical and €112.2M from Lumibird Medical at US$1=euro 0.86. Acquisition strengthens IPG’s position in attractive medical laser markets 84% 74% 16% 26% 2025 IPG 2025 Pro Forma • Creates broader medical laser portfolio, spanning the three leading medical laser specialties: Ophthalmology, Urology, and Dermatology • Leverages IPG’s laser and photonics expertise across complementary customer base • Adds differentiated technologies, regulatory experience, and clinical capabilities • Favorable long-term demand supported by demographic trends: • Aging population • Growing demand for vision care • Rising healthcare expenditures and access to advanced care • Premium margins driven by differentiated technology and clinical performance • Brand trust, clinical validation, and regulatory requirements reinforce durable market positions The New IPG Photonics Includes ~$204M1 in Medical sales Advanced Solutions Industrial Solutions Expanding our leadership in Advanced Solutions Attractive Medical Opportunity in Ophthalmology
© 2026 IPG Photonics1) Adjusted EBITDA has been reconciled to U.S.GAAP. See appendix. 6 Transaction Overview Accretive to gross margin, EBITDA, and adjusted EPS • Acquisition of high-margin business that will be accretive to gross margin, EBITDA, and adjusted EPS • Longer-term opportunity to accelerate profitable growth through co-development of new products and integration of IPG-sourced lasers, optics, and components Expected Financial Benefits • Funded through cash on hand • Maintains strong balance sheet and go-forward financial flexibility Funding • Consultation process with Lumibird Medical’s works council • Subject to regulatory approvals and customary closing conditions • Expected to close in Q4 2026 Timing and Approvals Consideration and Valuation • Purchase price of €300 million represents 15.9x adjusted EBITDA for FY20251 • Contingent earnout up to €50 million based on financial performance in FY2026 and 2027
© 2026 IPG Photonics 13% RoW 27% North America 32% Europe 28% Asia 7 Lumibird Medical At-a-Glance 1) China sales accounted for ~5%. 2) Financial information for Lumibird Medical is derived from Lumibird Medical's historical financial statements prepared in accordance with IFRS for the fiscal year ended December 31, 2025. 3) Adjusted EBITDA margin represents adjusted EBITDA divided by net sales. See appendix for reconciliation of Lumibird Medical’s historical IFRS financial information to the adjusted EBITDA measure presented herein. Net Sales Mix1 GEOGRAPHY €112.2M Net Sales2 16.8% Adj. EBITDA Margin2, 3 3 Facilities 450+ Employees Highlights: Acquiring a global leader in medical lasers for ophthalmology applications Designs and produces medical diagnostic and treatment solutions for ophthalmology Established leader with strong brand recognition, broad product portfolio, and >80,000 global installed systems Robust R&D organization and capabilities with >50 employees Significant IP portfolio with patents and proprietary technology Highly experienced management team with technical and operational expertise
© 2026 IPG Photonics 8 Creates a Scaled Medical Laser Platform 1) Does not include lasers for LASIK Adds ~$1B in addressable market opportunity with leadership in specialized Ophthalmology market1 Lumibird Medical is a global partner of choice for ophthalmology ANTERIOR CHAMBER LASERS Public & Private Hospitals Ambulatory Surgery Centers Ophthalmologists Foundations Optometrists Opticians #1 Key Customers Description Competitive Advantages Brands Global Market Position Diagnose and treat dry eyes, often caused by meibomian gland issues Qualify and quantify through imaging and AI Holistic long-term treatment DRY EYE Developing Market Visualization of ocular anatomy and pathology Superior image quality Intuitive, user-friendly software ULTRASOUND #1 Treat exudative conditions and retinal detachments, tears, and holes Wide wavelengths range Tailored for diverse treatment needs #1 Clear opacification of intraocular lens Only technology on market to prevent intraocular lens pitting Decrease intraocular pressure Leading SLT laser Broadest range of treatment options RETINA LASERS CATARACT GLAUCOMA DIAGNOSIS LASER TREATMENTS
© 2026 IPG Photonics Product Portfolio Leader in thulium laser systems for urology and OEM lasers for dermatology Leader in ophthalmology diagnostics and treatment C O R E ST R EN G TH IPG LUMIBIRD MEDICAL Builds long growth runway with greater commercial reach, clinical credibility and product management depth, and cross-specialty innovation opportunities 9 Enables Long-term Value Creation Acquisition creates strong platform for durable, profitable growth Global Reach Global manufacturing footprint with US regulatory, clinical, and compliance experience Global distribution with European regulatory, clinical, and compliance experience Innovative Technology Lasers, photonics and medical applications expertise to deliver clinically meaningful patient outcomes Comprehensive solutions to enhance diagnosis and treatment Combines complementary strengths to enhance growth profile COMBINED STRENGTH
© 2026 IPG Photonics Summary 10 Accelerates IPG’s strategic evolution Expands the Advanced Solutions portfolio into higher-growth and higher-margin, medical markets with durable demand Delivers financial benefits Adds a high-margin business that is expected to be accretive to margins, EBITDA, and adjusted EPS Creates a scaled medical laser platform Establishes leadership in Ophthalmology laser treatment and diagnostic systems, complementing IPG’s growth in Urology and increasing addressable market by approximately $1 billion Expands long-term value creation opportunities Leverages IPG's laser, photonics and applications expertise to drive innovation and broaden commercial reach Acquiring Lumibird Medical to Expand Medical Laser Growth Platform
© 2026 IPG PhotonicsUS$1=euro 0.86 11 Appendix Illustrative reconciliation of IFRS EBITDA to adjusted EBITDA reflecting estimated IFRS/U.S. GAAP accounting differences Financial information for Lumibird Medical is derived from Lumibird Medical's historical financial statements prepared in accordance with IFRS for the fiscal year ended December 31, 2025. The adjustments reflected in this reconciliation represent management's unaudited estimates of the primary identified differences between IFRS and U.S. GAAP based on information currently available to the Company. Lumibird Medical does not prepare financial statements in accordance with U.S. GAAP, and this reconciliation is not intended to represent a complete U.S. GAAP presentation or reconciliation. Use of Non-GAAP Adjusted Financial Information We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”) and are provided as supplemental information to enhance understanding of the Company’s financial performance. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measure presented by the Company. FY 2025 in millions Euro USD Revenue 112.2 $130.5 Reported "IFRS" EBITDA 24.1 $28.0 IFRS 16 Lease charges (0.6) $(0.7) Capitalization of R&D (4.2) $(4.9) Other, net (0.4) $(0.5) Adjusted EBITDA 18.9 $22.0 Adj. EBITDA Margin 16.8% 16.8% Purchase Price 300.0 $348.8 EV/EBITDA Multiple 15.9x 15.9x
Contact Eugene Fedotoff Senior Director, Investor Relations IPG Photonics Corporation 508-597-4713 efedotoff@ipgphotonics.com