BAIN CAPITAL INVESTORS LLC - 07 Nov 2025 Form 4 Insider Report for COHERENT CORP. (COHR)

Role
10%+ Owner
Signature
Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory
Issuer symbol
COHR
Transactions as of
07 Nov 2025
Net transactions value
-$1,075,275,000
Form type
4
Filing time
12 Nov 2025, 20:59:53 UTC
Previous filing
16 Sep 2025
Next filing
04 Feb 2026

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
BAIN CAPITAL INVESTORS LLC 10%+ Owner 200 CLARENDON STREET, BOSTON Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001040508
Bain Capital Fund XII, LP 10%+ Owner 200 CLARENDON STREET, BOSTON Bain Capital Fund XII, L.P., By: Bain Capital Partners XII, LLC, its general partner, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001706270
Bain Capital Partners XII, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON Bain Capital Partners XII, LLC, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001830424
BCPE Watson (DE) Aggregator GP, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON BCPE Watson (DE) Aggregator GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001911154
BCPE Watson (DE) Aggregator, LP 10%+ Owner 200 CLARENDON STREET, BOSTON BCPE Watson (DE) Aggregator, LP, By: BCPE Watson (DE) Aggregator GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001911143
BCPE Watson (DE) BML GP, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON BCPE Watson (DE) BML GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001910886
BCPE Watson (DE) BML, LP 10%+ Owner 200 CLARENDON STREET, BOSTON BCPE Watson (DE) BML, LP, By: BCPE Watson (DE) BML GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory 12 Nov 2025 0001910890

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COHR Common Stock Conversion of derivative security +7,754,252 7,754,252 07 Nov 2025 See footnotes F1, F2, F3, F4, F5
transaction COHR Common Stock Sale $1,075,275,000 -7,500,000 -97% $143.37 254,252 07 Nov 2025 See footnotes F4, F5
transaction COHR Common Stock Other -254,252 -100% 0 10 Nov 2025 See footnotes F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COHR Series B-1 Convertible Preferred Stock Conversion of derivative security -54,023 -72% 20,977 07 Nov 2025 Common Stock 7,754,252 See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 7, 2025, the Reporting Persons converted 54,023 shares of Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock" and, together with the Series B-2 Convertible Preferred Stock, the "Series B Preferred Stock") into 7,754,253 shares of Common Stock. Series B-1 Preferred Stock was issued on March 31, 2021 pursuant to the Statement with Respect to Shares setting forth the terms of the Series B Convertible Preferred Stock filed with the Pennsylvania Department of State Corporations Bureau and effective March 30, 2021 (the "Statement with Respect to Shares"). Subject to adjustments set forth in the Statement with Respect to Shares, from the issuance date of such share, dividends accrue daily on the applicable stated value of each share of the Series B Preferred Stock at 5% per annum with an initial stated value of $10,000 per share.
F2 Until the fourth anniversary of the applicable issuance date, all dividend payments are compounded and added to the applicable stated value on a quarterly basis (a "PIK Dividend"). Following the fourth anniversary of the applicable issuance date, dividends will be payable in the form of, at the Issuer's sole discretion, (i) cash, (ii) a PIK Dividend or (iii) any combination of both. Commencing on July 1, 2022, each share of Series B Preferred Stock became convertible, at the option of the holder, into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price. The conversion price of the Series B Preferred Stock is initially $85.00 per share, subject to adjustments set forth in the Statement with Respect to Shares.
F3 In addition, at any time after the third anniversary of the applicable issuance date, if the closing sale price of the Issuer's common stock exceeds 150% of the then-applicable conversion price for 20 trading days in any 30 consecutive trading day period, the Issuer may elect to convert all of the shares of the applicable series of Series B Preferred Stock into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price in accordance with the Statement with Respect to Shares.
F4 Directly held by BCPE Watson (DE) BML, LP ("BML"). BCPE Watson (DE) BML GP, LLC ("BML GP") is the general partner of BML. As a result, BML GP may be deemed to share voting and dispositive power with respect to the securities held by BML. BML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
F5 Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII"), which is the general partner of Bain Capital Fund XII, L.P. ("Fund XII"). Fund XII is the sole member of BCPE Watson (DE) Aggregator GP, LLC ("Aggregator GP"), which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of BML GP. As a result, each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator may be deemed to share voting and dispositive power with respect to the securities held by BML. Each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
F6 On November 10, 2025, BML, distributed 254,252 shares of Common Stock to one or more members or partners of BML in connection with certain charitable gifts to be made by such members or partners or their direct or indirect owners.