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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)
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SCHEDULE 13D/A 0001910890 XXXXXXXX LIVE 3 Common Stock, no par value 11/20/2025 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 14868245.00 0 14868245.00 14868245.00 N 7.9 PN Rows 8, 10 and 11: The Reporting Person holds 106,865 shares of Series B-2 Preferred Stock and 92,307 shares of Common Stock. Pursuant to the terms of the Statement with Respect to Shares, such shares of Series B-2 Preferred Stock are convertible into an aggregate of 14,775,938 shares of Common Stock at the sole discretion of the Reporting Person. In connection with the settlement of the block trade described herein, the Reporting Person intend to distribute the 92,307 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. 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, (iii) 7,592,307 shares of Common Stock to be issued to the Reporting Person upon the conversion of 20,977 shares of Series B-1 Preferred Stock and 33,135 shares of Series B-2 Preferred Stock on November 24, 2025, and (iv) 14,775,938 shares of Common Stock issuable to the Reporting Person upon the conversion of 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.3 ("Amendment No. 3") 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 and Amendment No. 2 to Schedule 13D filed on November 12, 2025 (the "Initial Statement", together with this Amendment No. 3, the "Schedule 13D"), 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 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 24, 2025, the Reporting Person converted 20,977 shares of Series B-1 Convertible Preferred Stock, no par value per share and 33,135 shares of Series B-2 Convertible Preferred Stock, no par value per share held by the Reporting Person into 7,592,307 shares of Common Stock in accordance to the Statement with Respect to Shares. On November 24, 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. In connection with the settlement of the block trade, the Reporting Person intends to distribute an aggregate of 92,307 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 this Schedule 13D, 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. Conversion Cap On November 20, 2025 the Reporting Person and the Issuer entered into a Conversion Cap Agreement (the "Conversion Cap") applicable to the Reporting Person's Series B Preferred Stock, which is convertible into shares of the Issuer's common stock (the "Common Stock"). Pursuant to the Conversion Cap, the Reporting Person is prohibited from converting, and the Issuer will not give effect to any conversion of, any Series B Preferred Stock to the extent that, after giving effect to such conversion, the Reporting Person's beneficial ownership of Common Stock, together with certain affiliates and attribution parties, would exceed 9.99%, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Waiver Agreement Subsequently, on November 20, 2025 the Issuer entered into a Waiver Agreement with the Reporting Person with respect to the Reporting Persons' ownership of Series B-1 Convertible Preferred Stock, no par value per share (the "Series B-1 Preferred Stock") and Series B-2 Convertible Preferred Stock, no par value per share (together with the Series B-1 Preferred Stock, the "Series B Preferred Stock"). Pursuant to the Waiver Agreement, the Reporting Person irrevocably and unconditionally waived any and all rights to receive dividends on any shares of Series B Preferred Stock on or after November 20, 2025, pursuant to the terms set forth in the Issuer's Statement with Respect to Shares for the Series B Preferred Stock. 99.1 Conversion Blocker Agreement, dated November 20, 2025, by and between Coherent Corp. and BCPE Watson (DE) BML, LP. 99.2 Waiver Agreement, dated November 20, 2025, by and between Coherent Corp. and BCPE Watson (DE) BML, LP. BCPE Watson (DE) BML, LP /s/ Joseph Robbins Authorized Signatory of BCPE Watson (DE) BML GP, LLC 11/24/2025