Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001910890 XXXXXXXX LIVE 2 Common Stock, no par value 11/07/2025 false 0000820318 19247G107 Coherent Corp. 375 Saxonburg Boulevard Saxonburg PA 16056 Bain Capital Investors, LLC 617-516-2000 200 Claredon Street Boston MA 02116 0001910890 N BCPE Watson (DE) BML, LP WC N DE 0 22368245 0 22368245 22368245 N 11.9 PN 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. Common Stock, no par value Coherent Corp. 375 Saxonburg Boulevard Saxonburg PA 16056 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 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 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. 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. 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. Except as described in Item 4 herein, the Reporting Person has not effected any transactions in the Common Shares during the past sixty days. 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. Not applicable. BCPE Watson (DE) BML, LP /s/ Joseph Robbins Authorized Signatory of BCPE Watson (DE) BML GP, LLC 11/12/2025