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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001910890 XXXXXXXX LIVE 5 Common Stock, no par value 12/10/2025 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 9775846 0 9775846 9775846 N 5.2 PN Rows 8,10 and 11: The Reporting Person holds 70,703 shares of Series B-2 Preferred Stock, which are convertible into 9,775,846 shares of Common Stock. On December 2, 2025, in accordance with the terms of the Statement with Respect to Shares, the Issuer elected to effect a mandatory conversion of the 106,865 shares of Series B-2 Convertible Preferred Stock then held by the Reporting Person into 14,775,938 shares of Common Stock. In connection with the sale reported herein, and prior to the effectiveness of the mandatory conversion, the Reporting Person effected a voluntary conversion of 36,162 shares of Series B-2 Preferred Stock into 5,000,000 shares of Common Stock. The mandatory conversion with respect to shares of Series B-2 Preferred Stock then held by the Reporting Person will be effective on December 15, 2025. 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 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, (iv) 5,000,000 shares of Common Stock issued to the Reporting Person upon the conversion of 36,162 shares of Series B-2 Preferred Stock on December 10 and (v) 9,775,846 shares of Common Stock to 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. 5 ("Amendment No. 5") 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, Amendment No. 2 to Schedule 13D filed on November 12, 2025, Amendment No. 3 to Schedule 13D filed on November 24, 2025 and Amendment No.4 to Schedule 13D filed on December 4, 2025 (the "Initial Statement", together with this Amendment No. 5, 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 December 10, 2025, the Reporting Person converted 36,162 shares of Series B-2 Convertible Preferred Stock, no par value per share held by the Reporting Person into 5,000,000 shares of Common Stock in accordance to the Statement with Respect to Shares. On December 10, 2025, the Reporting Person sold 5,000,000 shares of Common Stock in a block trade pursuant to Rule 144 of the Securities Act of 1933 at a price of $189.55 per share, for an aggregate amount of $947,750,000. 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 Schedule 13D, 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 12/12/2025