Form 4: Bain Capital Converts Preferred Stock, Sells COHR Shares

Bain Capital Investors and affiliates converted preferred stock into common shares and subsequently sold a significant portion of their holdings in Coherent Corp.

Summary

• Bain Capital Investors LLC and its affiliates converted 54,023 shares of Series B-1 Convertible Preferred Stock into 7,754,252 shares of Coherent Corp. common stock on November 7, 2025.
• On the same day, Bain Capital sold 7,500,000 shares of Coherent Corp. common stock at a price of $143.37 per share.
• On November 10, 2025, 254,252 shares of common stock were distributed by BCPE Watson (DE) BML, LP to its members or partners for charitable gifts.
• Following these transactions, Bain Capital's direct beneficial ownership of common stock is 0, and indirect beneficial ownership is 0.
• Bain Capital retains indirect beneficial ownership of 20,977 shares of Series B-1 Convertible Preferred Stock.
• The Series B-1 Preferred Stock was issued on March 31, 2021, accrues dividends at 5% per annum, and has an initial conversion price of $85.00 per share.

Sentiment

Score: 5

Explanation: The filing reports a significant transaction by a major investor, Bain Capital, involving the conversion of preferred stock and the subsequent sale of a large block of common shares. This is a neutral event in terms of company operations, representing a portfolio management decision by the investor to realize gains. While a large sale could be perceived negatively by some, it also reflects a successful investment for Bain Capital.

Positives

• The conversion and sale indicate a realization of value by Bain Capital from their preferred stock investment.
• The sale price of $143.37 per share is significantly above the initial conversion price of $85.00 for the preferred stock, indicating a profitable exit for a substantial portion of their converted shares.

Negatives

• A major 10% owner and director, Bain Capital, significantly reduced its common stock holdings in Coherent Corp. by selling 7,500,000 shares.
• The distribution of 254,252 shares for charitable gifts further reduced their common stock position.

Future Outlook

NA

Industry Context

This transaction reflects a significant institutional investor, Bain Capital, monetizing a portion of its long-term investment in Coherent Corp. The sale of a large block of shares by a major private equity firm is a common event in the lifecycle of their investments, often occurring after a period of value creation or strategic milestones. It does not inherently indicate a specific trend within the broader photonics or materials industry but rather a portfolio management decision by Bain Capital.

Related Party Transactions

• Bain Capital Investors LLC and its affiliates, identified as a Director and 10% Owner of Coherent Corp., engaged in significant transactions involving the company's securities.
• On November 7, 2025, Bain Capital converted 54,023 shares of Series B-1 Convertible Preferred Stock into 7,754,252 shares of common stock.
• On the same date, Bain Capital sold 7,500,000 shares of Coherent Corp. common stock at $143.37 per share.
• On November 10, 2025, 254,252 shares of common stock were distributed by BCPE Watson (DE) BML, LP to its members or partners for charitable gifts.

Stakeholder Impact

• Shareholders: The sale of 7,500,000 shares by a 10% owner could increase the float and potentially put downward pressure on the stock price in the short term due to increased supply. It might also be interpreted as a signal from a major investor.
• Bain Capital: Realized significant gains from their investment in Coherent Corp. common stock.

Key Dates

Recommendation

This Form 4 filing details a significant transaction by a major institutional investor, Bain Capital, involving the conversion of preferred stock and the subsequent sale of a large block of common shares. While the sale of 7.5 million shares by a 10% owner could exert short-term selling pressure and might be interpreted negatively by some, it primarily represents a portfolio management decision by Bain Capital to monetize a profitable investment. The transaction itself does not provide new fundamental information about Coherent Corp.'s operational performance or future prospects. Therefore, without additional company-specific news or changes in fundamentals, a 'hold' recommendation is appropriate, advising investors to maintain their current positions while monitoring future developments.

Keywords

Coherent Corp, COHR, Bain Capital, Form 4, Insider Trading, Stock Sale, Preferred Stock Conversion, Institutional Investor, Beneficial Ownership, Equity Transaction