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

Reporting relationship: 10%+ Owner
Issuer ticker: COHR
Reported as of: 07 Nov 2025
Net transaction value: -$1,075,275,000
SEC form: 4
Accepted by SEC: 12 Nov 2025, 20:59:53 UTC
Prior SEC filing: 16 Sep 2025
Next SEC filing: 04 Feb 2026
Source filing: View source filing
Reporting owner signature: Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory

Filing notes and source

Key filing fact

BAIN CAPITAL INVESTORS LLC filed Form 4 for COHERENT CORP. (COHR) on 12 Nov 2025.

Key facts

This page summarizes BAIN CAPITAL INVESTORS LLC's Form 4 filing for COHERENT CORP. (COHR).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 12 Nov 2025, 20:59.

Change

Previous filing in this sequence was filed on 16 Sep 2025.
Current net transaction value: -$1,075,275,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (7)

CIK 0001040508 Primary reporting owner

BAIN CAPITAL INVESTORS LLC

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: Bain Capital Investors, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

CIK 0001706270

Bain Capital Fund XII, LP

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: 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
Signature date: 12 Nov 2025

CIK 0001830424

Bain Capital Partners XII, LLC

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: Bain Capital Partners XII, LLC, By: Bain Capital Investors, LLC, its manager, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

CIK 0001911154

BCPE Watson (DE) Aggregator GP, LLC

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: BCPE Watson (DE) Aggregator GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

CIK 0001911143

BCPE Watson (DE) Aggregator, LP

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: BCPE Watson (DE) Aggregator, LP, By: BCPE Watson (DE) Aggregator GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

CIK 0001910886

BCPE Watson (DE) BML GP, LLC

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: BCPE Watson (DE) BML GP, LLC, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

CIK 0001910890

BCPE Watson (DE) BML, LP

Relationship: 10%+ Owner
Address: 200 CLARENDON STREET, BOSTON
Signature: BCPE Watson (DE) BML, LP, By: BCPE Watson (DE) BML GP, LLC, its general partner, By: /s/ Joseph Robbins, Title: Authorized Signatory
Signature date: 12 Nov 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

COHR transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +7,754,252
Change %
Price
Shares after: 7,754,252
Date: 07 Nov 2025
Ownership: See footnotes
Footnotes: F1, F2, F3, F4, F5

COHR transaction

Common Stock

Sale

Transaction value: $1,075,275,000
Shares: -7,500,000
Change %: -97%
Price: $143.37
Shares after: 254,252
Date: 07 Nov 2025
Ownership: See footnotes
Footnotes: F4, F5

COHR transaction

Common Stock

Other

Transaction value
Shares: -254,252
Change %: -100%
Price
Shares after: 0
Date: 10 Nov 2025
Ownership: See footnotes
Footnotes: F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

COHR transaction Derivative

Series B-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -54,023
Change %: -72%
Price
Shares after: 20,977
Date: 07 Nov 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 7,754,252
Exercise price
Footnotes: F1, F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.