[8-K] IPG Photonics Corporation Reports Material Event

Rhea-AI Filing Summary

Schedule 13D filing overview

On 06/30/2025 Atlantis Holding Corp. and Icon Energy Corp.’s Chairwoman & CEO, Ismini Panagiotidi, disclosed beneficial ownership of 7,685,546 common shares of Icon Energy (“ICON”), representing 77.9 % of the outstanding class.

The position consists of (i) 5,000 common shares held directly and (ii) 7,680,546 shares issuable upon conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares. The Series A shares are convertible, in whole (not in part), between 16 Jul 2025 and 15 Jul 2032 at the lower of US $240 or the 5-day VWAP immediately before notice.

The preferred stock was issued under a 11 Jun 2024 exchange whereby ICON acquired Maui Shipping Co.; a further 2,249 Series A shares were issued in-kind for dividends on 30 Jun 2025. Atlantis is incorporated in the Marshall Islands; Ms. Panagiotidi controls Atlantis and Pavimar Shipping, which manages vessels operated by ICON.

The filing states the stake is held for investment purposes and that there are currently no definitive plans for additional transactions affecting ICON’s capital, governance or operations, though regular discussions with management and directors occur.

Key investor takeaways: (1) ICON is effectively insider-controlled, limiting minority influence; (2) up to 7.68 million new shares could be issued after July 2025, creating potential dilution risk; (3) conversion price linkage to VWAP may mitigate extreme pricing but favors the holder if shares trade below US $240.

Positive

• High insider ownership (77.9 %) aligns management incentives with shareholder value.
• Conversion price capped at US $240 or VWAP, potentially limiting extreme dilution if shares appreciate strongly.

Negative

• Issuance of up to 7.68 million new shares could dilute existing holders by more than 3.5× once conversion occurs.
• Single insider group controls voting power, reducing minority influence and elevating governance risk.

Insights

Equity Analyst

TL;DR – 78 % insider stake signals control; dilution risk starts July 2025.

The 13D confirms near-total control of ICON by Atlantis/CEO Panagiotidi. While alignment of interests can be beneficial, minority investors should price in a controlling shareholder’s ability to pass corporate actions unilaterally. The 17,249 Series A preferred shares convert in whole, not in part, preventing gradual sales but unleashing a 351 % share-count increase once exercised. With conversion tied to VWAP, dilution could be severe if ICON trades well below US $240. Until conversion, preferred dividends may continue to be paid in-kind, compounding overhang. I view the filing as strategically important but not yet value-changing, hence a neutral rating.

Corporate Governance Expert

TL;DR – Single-party control raises governance and minority-rights concerns.

Atlantis and Ms. Panagiotidi now command nearly 78 % voting power, effectively eliminating public float influence. Such concentration increases related-party-transaction risk, especially given Pavimar’s operational ties. The absence of stated plans offers limited comfort; a controlling shareholder can alter bylaws, approve financings or mergers without minority consent. Future conversion of the preferreds will further cement control while diluting outsiders. Minority investors should monitor board independence and disclosure robustness. Overall governance impact: negative.

FALSE000111192800011119282025-07-012025-07-01

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

July 1, 2025

 Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware  (State or Other Jurisdiction  of Incorporation)     001-33155  (Commission File No.) 04-3444218  (IRS Employer  Identification No.)

377 Simarano Drive

Marlborough, Massachusetts 01752

(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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			IPGP			Nasdaq Global Select Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, IPG Photonics Corporation (the "Company") appointed Dr. Paulus Bucher as Senior Vice President, Global Operations of the Company. In connection with the appointment, Dr. Bucher entered into a managing director's service contract (the "Service Contract") with IPG Photonics GmbH & Co. KG, a German subsidiary of the Company. Dr. Bucher will be located in Germany and is expected to relocate to the U.S. to serve at the Company's global headquarters following receipt of work permission from the U.S. At such time, he will be employed directly by the Company and the Service Contract shall automatically terminate according to its terms.

Prior to joining the Company, Dr. Bucher served as Senior Vice President of Global Operations at Adtran, where he managed internal and outsourced manufacturing across the U.S., Germany, and Asia. He also led the operational integration of Adtran and ADVA following their merger and implemented major ERP and S&OP systems to improve scalability and efficiency. Earlier in his career, he held senior operations roles at ADVA, CommScope, and Ericsson, leading large-scale transformation efforts and managing global supply chains across complex, multi-site environments.

Dr. Bucher, age 58, will receive from the Company an annual base salary in the gross amount of $420,000. Dr. Bucher is entitled to participate in the Company’s Senior Executive Annual Incentive Plan (the "AIP") with a target of 65% of his base salary. The payout amount at target is based 25% on his individual performance and 75% on the Company's financial results. Dr. Bucher's participation in the AIP will be deemed to have started on January 1, 2025.

Dr. Bucher will also receive a grant of long-term incentives in the Company in the form of equity awards consisting of service-based restricted stock units ("RSUs") weighted 50% and performance-based stock units ("PSUs") weighted 50% with a target equity value of 150% of Dr. Bucher's base salary (converted to USD). The RSUs will vest in three annual installments of 33%, 33% and 34% on August 8, 2026, August 8, 2027 and August 8, 2028, respectively, and the PSUs will cliff vest on August 8, 2028, should any PSUs vest at all, subject to achievement of the applicable performance metrics. The PSUs will have the same performance criteria and performance periods as those granted to the Company’s named executive officers in February 2025.

Under the terms of the Service Contract, Dr. Bucher and the Company will agree on an appropriate reimbursement amount and procedures prior to his relocation from Germany to the U.S. Dr. Bucher is eligible to participate in the employee benefit plans and programs made available by the Company to senior executives generally, subject to the terms of those plans. Dr. Bucher is also eligible for certain severance payments and benefits in the event that his employment is terminated by the Company without cause, he resigns for good reason or his employment terminates due to his death or “disability”, subject to his execution and the effectiveness of a general release of claims in favor of the Company.

In connection with his appointment, Dr. Bucher has also been designated as a Tier One Executive under the Company’s Executive Severance Plan, as amended and restated (the "Severance Plan"). As a Tier One Executive, Dr. Bucher is eligible to receive severance benefits under the Severance Plan in the event of an “Involuntary Termination,” which includes a termination by the Company without “Cause” or a resignation by Dr. Bucher for “Good Reason” (as such terms are defined in the Severance Plan). Subject to his execution of a release of claims and compliance with applicable restrictive covenants, the severance benefits available to Dr. Bucher under the Severance Plan include eighteen (18) months of continued base salary, a pro-rated portion of the annual bonus under the AIP, based on actual financial performance for the year of termination, an extension of equity award vesting as though employed for twelve (12) months following his termination, and reimbursement for the full cost of COBRA continuation coverage under the Company’s medical and dental plans for up to eighteen (18) months. In the event Dr. Bucher’s Involuntary Termination occurs within twenty-four (24) months following a Change in Control (as such term is defined in the Severance Plan), the severance benefits include twenty-four (24) months of continued base salary, a pro-rated portion of the annual bonus under the AIP, based on actual financial performance for the year of termination as well as a lump sum cash payment equal to two (2) times the executive’s average annual bonus under the AIP over the three (3) completed years immediately preceding the date of the Change in Control, immediate vesting of all outstanding equity awards, and reimbursement for the full cost of COBRA continuation coverage under the Company’s medical and dental plans for up to twenty-four (24) months.

There are no arrangements or understandings between Dr. Bucher and any other person pursuant to which he was appointed to the position of SVP, Global Operations. Dr. Bucher does not have family relationships with any of the Company’s directors or executive officers. Dr. Bucher has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of each of the Service Contract and Dr. Bucher's benefits under the Severance Plan is qualified in its entirety by reference to the text of the Service Contract and the Severance Plan, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

The Company has also entered into an indemnification agreement with Dr. Bucher, the standard form of which was previously filed by the Company on February 22, 2017, as Exhibit 10.3 to the Company’s Current Report on Form 8-K/A, and a confidentiality, non-competition and confirmatory assignment agreement, the standard form of which was previously filed by the Company on October 15, 2013, as Exhibit 10.4 to the Company's Current Report on Form 8-K, as amended, in each case effective upon the commencement of employment.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit						Exhibit Description
Exhibit 10.1						Managing Director's Service Contract dated July 1, 2025 between IPG Photonics GmbH & Co. KG and Dr. Paulus Bucher.
Exhibit 10.2						IPG Photonics Corporation Executive Severance Plan, amended and restated on June 1, 2019, as amended.
Exhibit 104						Inline XBRL for the cover page of this Current Report on Form 8-K.

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 8, 2025

By:

/s/ Angelo P. Lopresti

Angelo P. Lopresti

Senior Vice President, General Counsel & Secretary

FAQ

How much of ICON common stock does Atlantis Holding Corp. own?

Atlantis and CEO Ismini Panagiotidi beneficially own 7,685,546 shares, or 77.9 % of ICON’s outstanding common stock.

When can the Series A Preferred Shares be converted into ICON common stock?

All Series A shares are convertible in whole between 16 Jul 2025 and 15 Jul 2032.

What is the conversion price for ICON’s Series A Preferred Shares?

Each share converts at the lower of US $240 or the 5-day VWAP prior to conversion notice.

How did Atlantis Holding Corp. acquire its ICON stake?

The shares were received under an Exchange Agreement dated 11 Jun 2024 when ICON acquired Maui Shipping Co. and later via in-kind dividend payment.

Will the conversion of preferred shares dilute existing ICON shareholders?

Yes. Conversion would add up to 7.68 million new shares, materially diluting current holders.

Who is Ismini Panagiotidi in relation to ICON?

She is ICON’s Chairwoman & CEO and controls both Atlantis Holding Corp. and Pavimar Shipping.