Business Context and Reporting Period
Company: Coherent Corp.
Filing Type: Form 8-K (Current Report)
Reporting Date: November 20, 2025
Event: Execution of a Waiver Agreement regarding Series B Preferred Stock dividends.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a corporate governance event involving preferred stockholders.
Material Changes
Dividend Waiver: On November 20, 2025, Coherent Corp. entered into a Waiver Agreement with Bain Capital, the holder of the Company's Series B-1 and Series B-2 Convertible Preferred Stock. Under this agreement, Bain Capital irrevocably and unconditionally waived all rights to receive dividends on these shares on or after the date of the agreement.
Management Commentary and Outlook
- Strategic Alignment: The Company views the waiver as a positive development that strengthens the alignment between Coherent and one of its largest shareholders.
- Shareholder Commitment: Despite selling a portion of its holdings and making charitable distributions, Bain Capital retains a substantial ownership position. The waiver underscores their commitment to the Company's strategic priorities.
- Management Statement: Steve Pagliuca, Senior Advisor and former Co-Chairman of Bain Capital, described Coherent as a "compelling long-term investment opportunity" supported by strong fundamentals, a clear strategic vision, and an industry-leading management team.
Investor Verification Checklist
- Verify the total outstanding shares of Series B-1 and Series B-2 Convertible Preferred Stock to assess the potential financial impact of the dividend waiver.
- Review the original Statement with Respect to Shares for the Series B Preferred Stock to understand the specific dividend terms that were waived.
- Confirm Bain Capital's current ownership percentage in Coherent Corp. following recent sales and charitable distributions.
- Check for any future dividend obligations on other classes of preferred stock or common stock that remain unaffected by this agreement.