SCHEDULE: Bain Capital Affiliate Sells Coherent Corp. Shares

BCPE Watson (DE) BML, LP, an affiliate of Bain Capital, converted preferred stock and sold 7.5 million common shares of Coherent Corp. for over $1 billion.

Summary

• BCPE Watson (DE) BML, LP, a reporting person affiliated with Bain Capital, converted 20,977 shares of Series B-1 Convertible Preferred Stock and 33,135 shares of Series B-2 Convertible Preferred Stock into 7,592,307 shares of Coherent Corp. Common Stock on November 24, 2025.
• On November 24, 2025, the reporting person sold 7,500,000 shares of Coherent Corp. Common Stock in a block trade at a price of $143.37 per share, totaling $1,075,275,000.
• The reporting person intends to distribute 92,307 shares of Common Stock to members or partners for charitable gifts, for no consideration.
• As of the filing, the reporting person beneficially owns 14,868,245 shares of Common Stock, representing 7.9% of the class.
• This beneficial ownership includes 106,865 shares of Series B-2 Preferred Stock convertible into 14,775,938 shares of Common Stock at the reporting person's discretion, and 92,307 shares of Common Stock held directly.
• A Conversion Cap Agreement was entered into on November 20, 2025, prohibiting the reporting person from converting Series B Preferred Stock if beneficial ownership of Common Stock would exceed 9.99%.
• A Waiver Agreement was also entered into on November 20, 2025, where the reporting person irrevocably waived all rights to receive dividends on any Series B Preferred Stock on or after that date.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a major investor reducing their stake, which can be perceived as a lack of long-term conviction. However, the waiver of preferred stock dividends is a positive for Coherent Corp.

Positives

• Coherent Corp. benefits from the waiver of all future dividend rights on Series B Preferred Stock by BCPE Watson (DE) BML, LP, effective November 20, 2025.
• The successful execution of a large block trade by a major shareholder can reduce potential stock overhang and provide liquidity for the shares.

Negatives

• A significant reduction in stake by a major institutional investor like an affiliate of Bain Capital could be perceived by the market as a negative signal regarding the company's future prospects or valuation, potentially leading to downward pressure on the stock price.

Risks

• The Conversion Cap Agreement limits the reporting person's ability to convert Series B Preferred Stock if their beneficial ownership of Common Stock would exceed 9.99%, which could affect their liquidity strategy for the remaining preferred shares.

Future Outlook

This filing primarily details a past transaction by a significant shareholder and does not provide forward-looking statements or guidance from Coherent Corp. regarding its operational or financial outlook.

Industry Context

This announcement reflects a significant transaction by a major institutional investor in Coherent Corp., rather than a direct reflection of broader industry trends. Such large block sales by private equity affiliates are common as they monetize their investments.

Corporate Governance

Stakeholder Impact

• Shareholders: The large block sale by a significant investor could create selling pressure on Coherent Corp.'s stock price.
• BCPE Watson (DE) BML, LP: Realized significant value from their investment through the sale of common stock and is proceeding with charitable distributions.

Next Steps

• The reporting person intends to distribute 92,307 shares of Common Stock to members or partners for charitable gifts.

Key Dates

Keywords

Coherent Corp, Bain Capital, Schedule 13D, Preferred Stock Conversion, Block Trade, Share Sale, Investor Activity, Convertible Preferred Stock, Corporate Governance