Coherent (COHR) 10-K risk factor changes: FY2024 vs FY2023

These risk factors should be considered along with [removed: the] [added: any] forward-looking statements contained in this Annual Report on Form 10-K, because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements.

We continue to make investments in programs with the goal of gaining a greater share of end markets using laser systems, semiconductor lasers and [removed: other components.][added: components, including the key components for fast growth markets.]

To meet our strategic objectives, we must develop, manufacture, and market new products and continue to update our existing products and processes to keep pace [added: with] sudden increases in market demand and other market developments [added: and] to address increasingly sophisticated customer requirements.

Our competitive position may [removed: still] require significant investments.

We have acquired several [added: relatively large] companies, including Finisar Corporation in September 2019 and [removed: Legacy Coherent] [added: Coherent, Inc.] in July 2022.

We incurred substantial expenses related to the acquisition of [removed: Legacy Coherent] [added: Coherent, Inc.] and we continue to incur substantial expenses related to the integration of [removed: Legacy Coherent] [added: Coherent, Inc.] and its subsidiaries.

We are subject to complex and rapidly changing import and export regulations [added: of the countries in] which [added: we operate and/or sell which] could limit our sales and decrease our profitability, and we may be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

[removed: Additionally, we] [added: We] are subject to the passage of and changes in the interpretation of regulation by U.S. government entities at the federal, state, and local levels and by non-U.S. agencies, including, but not limited to, the following:

Alternatively, downturns in the industries in which we [removed: compete] [added: compete, or changes in technology,] may cause our customers to significantly and abruptly reduce their demand, or even cancel orders.

If we fail to fulfill our commitments under these supply agreements, our business, after using all remedies available, financial [removed: conditions,] [added: condition,] and results of operations may suffer a material adverse effect.

Any such delay in shipment would result in a delay or cancellation of our ability to convert such [removed: order] [added: orders] into revenues.

[removed: In the event] [added: Situations where] either our customers’ or our products fail to gain market acceptance, or the semiconductor capital equipment market fails to grow, it would likely have a significant negative effect on our business and results of operations.

There are risks associated with our participation in the display capital equipment market, including [removed: as a result of] there being a relatively limited number of end customer manufacturers.

The negative impact from increases in commodity prices and diminished availability of rare earth minerals and noble gases might not be recovered through our product sales, which could have a material adverse effect on our [removed: net earnings] [added: results of operations] and financial condition.

On the export side, denial orders and placing companies on the U.S. Entity List could decrease our access to [removed: customers] [added: customers, suppliers,] and markets and materially impact our revenues in the aggregate.

We may incur losses related to foreign currency fluctuations, and foreign exchange controls may prevent us from repatriating cash in countries outside the [removed: U.S.][added: United States.]

Additionally, our borrowing costs, including those under our current credit agreement, dated as of July 1, 2022, by and among us, the lenders and other parties thereto, and JP Morgan Chase Bank, NA, as administrative agent and collateral agent [removed: (the] [added: (as amended, restated, supplemented and/or otherwise modified from time to time, the] “Credit Agreement”), increase or decrease (*i.e.*, “float”) based on interest rate benchmarks.

Although we may take measures to mitigate the impact of this inflation through pricing actions, efficiency gains and interest rate hedging, if these measures are not effective [added: to] our business, results of operations, financial position and liquidity could be materially adversely affected.

In the event that our lenders [removed: accelerated] [added: accelerate] the repayment of the borrowings, we may not have sufficient assets to repay that indebtedness.

In the event that a third party were successful in a claim that one of our [added: products or] processes infringed its proprietary rights, we could be required to pay substantial damages or royalties, or spend substantial amounts in order to obtain a license or modify [added: our products or] processes so that they no longer infringe such proprietary rights.

Others have obtained patents covering a variety of materials, devices, equipment, configurations, [added: products,] and processes, and others could obtain patents covering technology similar to ours.

We also enter [removed: into] development projects from time to time that might result in intellectual property developed during a project that is assigned to the other party without us retaining rights to that intellectual property or is jointly owned with the other party.

These include tariffs, quotas, taxes and other market barriers, restrictions on the export or import of technology, potentially limited intellectual property protection, import and export requirements and restrictions, anti-corruption and anti-bribery laws, foreign exchange controls and cash repatriation restrictions, foreign investment rules and regulations, [removed: data privacy requirements,] [added: financial accounting and reporting rules and regulations,] competition laws, employment and labor laws, pensions and social insurance, and environmental health and safety laws and regulations.

Compliance with [removed: these] [added: the myriad of global] laws and regulations [added: to which we are subject] can be onerous and expensive, and requirements differ among jurisdictions.

New laws, changes in existing laws, and abrogation of local regulations by national laws [removed: may] [added: also] result in significant uncertainties in how they will be interpreted and enforced.

Failure to comply with any of these [added: United States and/or] foreign laws and regulations could have a material adverse effect on our business, results of operations, or financial condition.

[removed: Failure] [added: For example, failure] to comply with GDPR requirements [removed: could result in] [added: is subject to] fines of up to 20 million Euro or 4% of global annual revenues, whichever is higher.

Data [removed: breach] [added: breaches and other events and] incidents [added: that impact the confidentiality, availability,] and [removed: breakdowns] [added: integration] of information and [removed: communication technologies] [added: assets] could disrupt our operations, subject us to legal claims, and impact our financial results.

In the course of our business, we collect and store sensitive data, including intellectual property (both our own and that of our [removed: customers),] [added: customers) and other proprietary business information,] as well as [removed: proprietary] [added: personal and confidential data regarding our employees, vendors, partners, customers and other] business [removed: information.][added: contacts, and other regulated or protected data.]

Security breaches [removed: of] [added: and other incidents impacting] our [removed: network] [added: network, systems] or data, including physical or electronic break-ins, vendor service outages, computer viruses, attacks by hackers or similar breaches can create system disruptions, [removed: shutdowns,] [added: shutdowns] and unauthorized disclosure of confidential information.

If we are unable to prevent or [removed: contain] [added: fully mitigate the risks or potential harm from] such [removed: security] [added: incidents] or [removed: privacy] breaches, our operations could be disrupted or we could suffer legal claims, loss of reputation, financial loss, [added: loss of contracts or business opportunities,] property damage, or regulatory penalties.

With respect to the manufacturing, use, storage, and disposal of the low-level radioactive material thorium fluoride, our [added: United States] facilities and procedures have been inspected and licensed by the Nuclear Regulatory Commission.

As of June 30, [removed: 2023,] [added: 2024,] we had approximately [removed: $4.3] [added: $4.1] billion of outstanding indebtedness on a consolidated basis, including under (i) our $850 million senior secured term loan A facility (the “Term A Facility”), (ii) our $2.8 billion senior secured term loan B facility (the “Term Loan B Facility”, and together with the Term A Facility, the “Senior Credit Facilities”) and (iii) our $990 million 5.000% senior notes due 2029 (the “2029 Notes”).

[removed: Additionally] [added: Additionally,] we have [removed: $348] [added: $346] million of undrawn capacity under our senior secured revolving credit facility (the “Revolving Credit Facility”).

The Credit Agreement and the Indenture, dated as of December 10, 2021 [removed: (the] [added: (as amended, restated, supplemented and/or otherwise modified from time to time, the] “Indenture”), which provides for the 2029 Notes, contain various affirmative and negative covenants that will, subject to certain significant exceptions, restrict our ability to, among other things, have liens on our property, incur additional indebtedness, enter into sale and lease-back transactions, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, and/or merge or consolidate with any other person or sell or convey certain of our assets to any one person, among other things.

In addition, the Term Loan A Facility and Revolving Credit Facility require that the Company maintain (i) a maximum total net leverage ratio, as defined in the New Credit Agreement, [removed: initially] of [removed: 5.25 to 1.00 as of the last day of each fiscal quarter, commencing with the end of the first full fiscal quarter after the Closing Date, stepping down to] 4.00 to 1.00 [removed: at] [added: from] December 31, 2023 [removed: and thereafter] [added: through maturity] and (ii) an interest coverage ratio, as defined in the Credit Agreement, of at least 2.50 to 1.00.

Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different from the treatment reflected in our historical income tax provision and accruals, which could materially and adversely affect our business, results of [removed: operation,] [added: operations,] or financial condition.

A small number of customers have consistently accounted for a significant portion of our revenues, with one customer contributing more than 10% of total revenues in fiscal [removed: 2023.][added: 2024.]

As a result of the Restructuring Plan, we expect to incur approximately [removed: $150] [added: $175] million to $200 million of pre-tax charges in the fiscal years 2023 to 2025 primarily as a result of the reduction in force and facility consolidations related to the closure and relocation of sites.

Goodwill [removed: is] [added: and indefinite life intangible assets are] required to be tested for impairment at least annually.

- a significant negative financial result from the acquired company relative to our pre-acquisition expectations;

We are also subject to a number of laws, rules, regulations, and reporting requirements regarding cybersecurity, data privacy, data residency, data localization, and artificial intelligence, and other data processing activities, which are rapidly evolving in the United States and in many other jurisdictions in which we operate.

Given the size, nature and complexity of our business and the extensive and varying nature of the global legal and regulatory requirements to which we are subject, we are particularly susceptible to investigations, claims, disputes, enforcement actions, prosecutions, litigation and other legal proceedings that could ultimately be resolved against us.

We are and may become subject to legal proceedings globally (including criminal, civil and administrative) across a broad range of matters, including, but not limited to intellectual property claims, employment matters, contractual disputes, etc. These matters can result in settlements, administrative, civil or criminal fines, penalties or other sanctions, monetary damages awards, non-monetary relief, and other liabilities; and they could also damage our reputation and make it significantly more difficult for use to compete and generate new business and sales contracts.

Investigations, claims, disputes, enforcement actions, litigation or other legal proceedings could have a material adverse effect on our business, results of operations, or financial condition.

We may face particular privacy, security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data in the jurisdictions in which we operate or do business, including, for example, the European Union’s EU General Data Protection Regulation (“GDPR”) the California Consumer Privacy Act (as amended by the California Privacy Rights Act of 2020) (the “CCPA”), China’s Personal Information Protection Law, Data Security Law and Cybersecurity Law (together, “China DP Law”), as well as newly enacted or amended privacy and data protection laws, such as the India Digital Personal Data Protection Act 2023 (the “DPDP Act”), Vietnam’s Decree No. 13/2023/ND-CP on the Protection of Personal Data (the “PDPD”), South Korea’s Personal Information Protection Act (as amended in 2023) (the “PDPL”).

Privacy, cybersecurity and data protection laws are rapidly developing and evolving and associated regulatory, enforcement and litigation trends and risks continue to evolve as well.

Further, the obligations and requirements we are subject to vary, and in some cases may conflict, under global privacy, cybersecurity and data protection laws.

While we have taken significant measures to minimize the risks of enforcement and privacy-related claims, comply with data protection laws, and implement safeguards and compliance measures for cross-border data transfers, given the shifting compliance and enforcement landscape, the geographic scope of our business, and the varying laws and legal obligations to which we are subject, we may face threatened or actual enforcement actions and other claims related to our compliance with applicable privacy, cybersecurity and data protection laws.

Violations of these privacy, cybersecurity, and data protection laws may be subject to significant penalties and damages.

In addition, we could be subject to actual or threatened class actions under certain laws, such as the (which provides a private right of action to individuals for certain data breaches) and the California Information Privacy Act.

The costs of compliance with privacy, cybersecurity and data protection laws continue to increase as do the risks of enforcement, and cumulatively the impact of these could have a material effect on our business, results of operations, or financial condition.

Cybersecurity attacks and incidents and other vulnerabilities could subject us to costly damages, claims and expenses, harm to our reputation or competitive position, or disrupt our operations and business.

We depend on secure information technology for our business and are exposed to risks related to cybersecurity threats and other cyber incidents affecting our operations, facilities, systems and networks, and those of our customers, suppliers and service providers, and other third parties.

We have experienced cybersecurity incidents and some of these have resulted in data breaches.

Thus far, none of these incidents or breaches have materially affected our ability to conduct our business, our results of operations, or our financial condition.

However, we continue to face cyber and other security threats.

Particularly in light of the nature of our industry, size of our company and workforce, reliance on third party suppliers and information technology and the global scope of our operations, we expect we will be subject to additional cyber-attacks and other security incidents in the future, including from nation states and non-state actors.

While we continue to invest in the cybersecurity and resiliency of our networks and to enhance our

internal controls and processes designed to help protect our systems and infrastructure, and the information they contain, given the complex, ongoing, and evolving nature of cyber and other security threats, these efforts may not be fully effective, particularly against previously unknown vulnerabilities and third party risks that go undetected for an extended period of time.

Our information technology and cybersecurity program also incorporate and rely on technology, products and services that are provided by service providers and other third parties (“third parties”), which means that Company is susceptible to certain vulnerabilities, outages and other incidents impacting these third parties and the technology, products and services they provide (“third party technology”).

Further, our customers, vendors and other service providers also rely on third-party technology, which means that we may also be impacted by incidents affecting the third-party technology that our customers, vendors and service providers use and rely on.

In some cases our customers, vendors and other service providers may rely on the same third-party technology as we do, which means that outages, errors and other incidents impacting third parties and third party technology can impact both us, as well as our customers, vendors and service providers, which can have a compounding effect.

Cyber events (including cybersecurity incidents, breaches, outages and other incidents), if not prevented or effectively mitigated, have caused and could cause harm and require remedial actions.

They could also damage our reputation, disrupt performance, impact our ability to obtain future insurance coverage, and lead to loss of business, regulatory actions, liabilities or other financial losses, for which we do not have adequate sources of recovery.

The occurrence and impact of these various risks are difficult to predict, but one or more of them could have a material adverse effect on our business, results of operations, or financial condition.

We could be subject to service outages or breaches of security that result in unauthorized access to, use, disclosure, acquisition or processing of sensitive data or other assets, and other incidents that lead to the corruption, misappropriation or loss, or otherwise impact the availability of, sensitive data or assets.

In addition, some of the privacy, cybersecurity and data protection laws that we are subject to require that we report data breaches and other cybersecurity incidents to regulators and impacted individuals, including incidents occurring or impacting our vendors and service providers.

For example, in the EU, the GDPR, and in the United States, all fifty states and certain federal regulations, require notice or reporting of certain breaches of personal data.

In addition, some laws including certain U.S. federal laws and regulations, require reporting of certain cybersecurity incidents regardless of whether a data breach has occurred.

In some cases, breaches and incidents may be reported to multiple regulators and public bodies, which can lead to increased risks of regulatory scrutiny, enforcement actions, reputational harm and other adverse impacts to our business.

The various tax authorities may also challenge recent legal entity restructuring and integration undertaken to facilitate cost reductions and the increased efficiency of our business and finance activities.

We are subject to a number of risks associated with the equity investments contemplated by the respective investment agreements entered into with Denso Corporation and Mitsubishi Electric Corporation and certain related supply arrangements, and these risks could adversely impact our operations, financial condition and business.

On October 10, 2023, Silicon Carbide LLC (“Silicon Carbide”), a wholly owned subsidiary of the Company, entered into (i) an investment agreement (the “Denso Investment Agreement”) with Denso Corporation (“Denso”) pursuant to which Silicon Carbide issued and sold to Denso 16,666,667 Class A Common Units of Silicon Carbide (“Common Units”) for an aggregate purchase price of $500,000,000, and (ii) an investment agreement (together with the Denso Investment Agreement, the “Investment Agreements”) with Mitsubishi Electric Corporation (“MELCO”) pursuant to which Silicon Carbide issued and sold to MELCO 16,666,667 Common Units for an aggregate purchase price of $500,000,000 (the issuance and sale of the Common Units to Denso and MELCO, collectively the “Equity Investments”).

Following the Equity Investments and as of June 30, 2024, the Company owns approximately 75% of Silicon Carbide’s outstanding Common Units, Denso owns approximately 12.5% of the outstanding Common Units and MELCO owns approximately 12.5% of the outstanding Common Units.

In connection with the entrance into the Investment Agreements, Silicon Carbide also entered into certain supply arrangements with each of MELCO and Denso pursuant to which Silicon Carbide will supply 150 mm and 200 mm silicon carbide substrates and epitaxial wafers.

We are subject to a number of risks associated with this transaction, including risks associated with:

- the separation of our silicon carbide business in accordance with the terms of the Investment Agreements;

- unfavorable reaction to the Equity Investments by customers, competitors, suppliers and employees;

- the disruption to and uncertainty in our silicon carbide business and our relationships with our customers, including attempts by our customers to terminate or renegotiate their relationships with us or decisions by our customers to defer or delay purchases from us; and

For example, in response to the global novel coronavirus disease 2019 (COVID-19), we have focused intensely on mitigating the adverse impacts of COVID-19 on our foreign and domestic operations and modified our business practices for the continued health and safety of our employees.

We may take further actions, or be required to take further actions, that are in the best interests of our employees.

Our suppliers, distributors and customers also implemented measures, which to mitigate the adverse impacts of COVID-19, which resulted in, and may continue to result in, disruptions or delays and higher costs.

While we believe that we have been successful in identifying, managing, and mitigating the economic disruption impacts of the COVID-19 pandemic on us, we cannot provide any assurance that we similarly will be able to mitigate the impacts of any future widespread health crises, including as a result of any variants of COVID-19.

We may face particular data privacy, security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data, including in particular several laws and regulations that have recently been enacted or adopted or are likely to be enacted or adopted in the future.

For instance, effective May 25, 2018, the European General Data Protection Regulation (“GDPR”) imposed additional obligations and risk upon our business and increased substantially the penalties to which we could be subject in the event of any non-compliance.

GDPR requires companies to satisfy requirements regarding the handling of personal data (generally, of EU residents), including its use, protection and the rights of affected persons regarding their data.

We have taken extensive measures to ensure compliance with GDPR and to minimize the risk of incurring any penalties and we continue to adapt to the developing interpretation and enforcement of GDPR as well as emerging best practice standards.

For example, we have established a privacy program office that oversees global compliance of privacy laws (including GDPR), introduced a Data Protection Policy, implemented a security system for data protection management and updated our international Intra Group Data Transfer Agreement to include the new EU Standard Contractual Clauses.

In addition, several other jurisdictions around the world have recently enacted privacy laws or regulations similar to GDPR.

For instance, California enacted the California Consumer Privacy Act (“CCPA”), which became effective January 1, 2020, and gives consumers and employees many of the same rights as those available under GDPR.

Similar laws to the CCPA have been enacted in the United States at both the federal and state level.

As and additional example, there have also been recent developments concerning privacy and data security in China, where we have significant operations.

For example, the Data Security Law of the People’s Republic of China (the “Data Security Law”) took effect in September 2021.

The Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data processing activities and also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development and the degree of harm it may cause to national security, public interests, or legitimate rights and interests of individuals or organizations if such data are tampered with, destroyed, leaked, illegally acquired, or illegally used.

The appropriate level of protection measures is required to be taken for each respective category of data.

Further, the Personal Information Protection Law (the “PIPL”) took effect in China in November 2021.

The PIPL raises the protection requirements for processing personal information and requires government approval to conduct personal data transfers outside of China.

We have submitted our application with Cyberspace Administration of China and are awaiting approval.

Because many specific requirements of the PIPL remain to be clarified, the ultimate impact of the PIPL currently is unknown.

Fines for PIPL violations range from $7.7M to up to 5% of the infringing company’s previous year’s revenues.

We may be required to make adjustments to our business practices to comply with the personal information protection laws and regulations in China as they evolve.

We also maintain personal and confidential data regarding our employees.

We could be subject to service outages or breaches of security systems which may result in disruption, unauthorized access, misappropriation, or corruption of this information.

We have announced that we are reviewing strategic alternatives for our silicon carbide business, but there can be no assurance that a strategic transaction will be completed or that we will achieve the expected benefits of any strategic transaction that we determine to pursue.

In May 2023, we announced that we are reviewing strategic alternatives for our silicon carbide business.

The process of evaluating strategic alternatives and completing any transaction may be time-consuming and involve considerable costs and expenses, which could be higher than what we anticipate.

Moreover, we may not be able to complete any strategic transaction on the anticipated terms or time frame or at all, and any strategic transactions may not generate some or all of the anticipated strategic, financial, operational or other benefits.

Whether or not a transaction is ultimately completed, the review of strategic alternatives and the pendency of any transaction could adversely impact Coherent and our business (including our silicon carbide business), including through potential business disruption, diversion of management time and attention and reduced employee retention, and potential impacts on Coherent’s relationships with its customers and other stakeholders.

Coherent’s MD&A is presented in [removed: ten] [added: the following] sections:

- [removed: Transfer to the New York Stock Exchange and] Conversion of Series A Preferred Stock

- Fiscal Year [removed: 2022] [added: 2024] Compared to Fiscal Year [removed: 2021][added: 2023]

We also generate revenue, earnings and cash flows from [removed: government-funded] [added: externally-funded] research and development contracts relating to the development and manufacture of new technologies, materials and products.

Our customer base includes original equipment manufacturers; laser end users; system integrators of high-power lasers; manufacturers of equipment and devices for [removed: industrial, optical communications, electronics, and instrumentation markets; U.S. government prime contractors; and various U.S. government agencies.][added: our end markets.]

In [removed: the fourth quarter of] fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination [added: costs,] and the write-off of property and equipment, net of $65 million from reimbursement arrangements.

See Note [removed: 21.][added: 22.]

Restructuring [removed: and Synergy and Site Consolidation] Plan to the Company’s Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information.

On May 20, 2023, the Company announced that it [removed: has] [added: had] accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of [removed: Legacy] Coherent, [added: Inc.,] including site consolidations and relocations to lower cost sites.

In [removed: the fourth quarter of] fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee [removed: termination,] [added: termination costs,] the write-off of inventory for products that [removed: are being] [added: have been] exited and shut down costs.

On May 10, 2023, the Company announced that it [removed: has] [added: had] commenced a review of strategic alternatives for its Silicon Carbide [removed: “SiC”] business.

[removed: For fiscal year 2023, we performed a quantitative assessment,] The fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting units, as well as a market analysis.

[removed: Transfer to New York Stock Exchange and Conversion] [added: Conversion] of Series A Preferred Stock

[removed: Effective July 1, 2022, the] [added: The] Company [removed: was aligned to report] [added: reports] its financial results in the following three designated segments: (i) [removed: Materials, (ii)] Networking, [added: (ii) Materials,] and (iii) Lasers.

The following table sets forth select items from our Consolidated Statements of Earnings (Loss) for the years ended June 30, 2023 and 2022 ($ in millions except per share [removed: information):][added: information) (1):]

| [removed: | | | | | |] Year Ended June [removed: 30, 2023] [added: 30,] | | | | | | [added: 2024] | | | | | | [removed: Year Ended June 30, 2022] [added: 2023] | | | | | | [added: 2022] | | |

| Earnings (loss) before income [removed: taxes] [added: tax] | | | | | | (356) | | | | | | (7) | | | | | | 282 | | | | | | 8 | | |

| Income [removed: Tax Expense (Benefit)] [added: tax (expense) benefit] | | | | | | (96) | | | | | | (2) | | | | | | 47 | | | | | | 1 | | |

Revenues. Revenues for the year ended June 30, 2023 increased 56% to $5,160 million, compared to $3,317 million for [removed: the prior] fiscal [removed: year.][added: 2022.]

The biggest driver of increased revenue relates to the Lasers segment, which was acquired as part of the [removed: Legacy Coherent (“Merger”) acquisition.][added: Merger.]

The remaining contributions to the increased revenues were from [added: volume] growth in the electronics market, which grew 102% year-over-year, contributing an incremental $315 million in sales, and strength in the communications market, which grew by 6% year-over-year, contributing an incremental $139 million in sales.

The strength in the communications market, primarily in the Networking segment, was due to stronger demand [added: volumes] in telecom and datacom.

Networking increased $144 million year-over-year, with [added: volume] growth in both telecom and datacom.

Gross margin as a percentage of revenues decreased 680 basis points compared to [removed: the prior] fiscal [removed: year.][added: 2022.]

[removed: Gross margins excluding the fair value adjustment on acquired inventory and incremental amortization decreased 206 basis points for] fiscal [removed: 2023 compared to the fiscal] 2022, which included a less favorable mix of revenues, higher costs related to the write-off of inventory for product lines that are being exited, underutilized operating capacity in several plants, shut down costs related to site consolidations, and the unfavorable impact of foreign exchange rates.

Internal research and development. IR&D expenses for the fiscal year ended June 30, 2023 were $500 million, or 10% of revenues, compared to $377 million, or 11% of revenues, [removed: last] [added: in] fiscal [removed: year.][added: 2022.]

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the year ended June 30, 2023 were $1,037 million, or 20% of revenues, compared to $474 million, or 14% of revenues, [removed: last] [added: in] fiscal [removed: year.][added: year 2022.]

Interest and other, net. Interest and other, net for the year ended June 30, 2023 was expense of $318 million compared to expense of $132 million [removed: last] [added: in] fiscal [removed: year,] [added: 2022,] an increase of $186 million.

The fiscal 2022 losses include a $24 million realized loss related the purchase of $345 million Euros to pay off the Euro based debt of [removed: Legacy Coherent] [added: Coherent, Inc.] at transaction closing.

Operating income differs from net earnings in that operating income excludes certain [added: operational] expenses, including interest, the impact of foreign exchange, and other miscellaneous expenses as [removed: reported.][added: reported in Other expense (income) - net.]

See Note [removed: 14.][added: 12.]

| | | | | | | Year Ended June 30, | | | | | | | | | | | | % [removed: Increase] [added: Decrease] | | |

Revenues for the year ended June 30, 2023 for Networking increased 7% to $2,341 million, compared to $2,197 million for [removed: last] fiscal [removed: year.][added: year 2022.]

Operating income for the year ended June 30, 2023 for Networking decreased 4% to $222 million, compared to operating income of $232 million [removed: last] [added: for] fiscal [removed: year.][added: year 2022.]

Revenues for the fiscal year ended June 30, 2023 for Materials increased 21% to $1,350 million, compared to revenues of $1,119 million [removed: last] [added: for] fiscal [removed: year.][added: year 2022.]

The increase in revenues during [removed: the current] fiscal [removed: year] [added: 2023] was primarily driven by an increase in demand in the electronics end market from innovations in sensing products, partially offset by softer demand in the industrial end market.

Operating income for the fiscal year ended June 30, 2023 for Materials decreased 27%, with operating income of $160 million in [removed: the current year,] [added: fiscal 2023,] compared to operating income of $219 million [removed: last] [added: for] fiscal [removed: year.][added: year 2022.]

The decrease in operating income during [removed: the current] fiscal [removed: year] [added: 2023] was driven by $60 million in restructuring charges, primarily severance, related to our Restructuring Plan and $33 million for charges for impairment of certain tradename, customer list and technology intangibles.

| Revenues | | | | | | $ | 1,469 | | | | | $ | — | | | | | [removed: N/A] [added: N/.A] | | |

Fiscal Year [removed: 2022] [added: 2024] Compared to Fiscal Year [removed: 2021][added: 2023]

- Silicon Carbide Investment

In fiscal 2024, these activities resulted in charges of $27 million, primarily for accelerated depreciation, the write-off of property and equipment, and site move costs.

In fiscal 2024, the acceleration of these activities resulted in $40 million of charges primarily for overlapping labor related to transition of manufacturing operations to other sites, shut down costs for sites being exited, accelerated depreciation and employee termination costs.

Silicon Carbide Investment

On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed the sale of Class A Common Units to Denso Corporation (“Denso”) and Mitsubishi Electric Corporation (“MELCO”), under which they collectively invested an aggregate of $1 billion in Silicon Carbide LLC (collectively, the “Equity Investments”).

As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%.

Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide LLC.

The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment will be used to fund future capital expansion of Silicon Carbide.

Noncontrolling Interests

included in Item 8 of this Annual Report on Form 10-K for further information on the noncontrolling interests in our Silicon Carbide subsidiary.

For fiscal year 2024, we performed a quantitative assessment.

The Organization for Economic Co-operation and Development (“OECD”), a global policy forum, introduced a framework to implement a global minimum tax of 15% which would apply to multinational corporations, referred to as Pillar Two.

Nearly all OECD member jurisdictions have agreed in principle to adopt these provisions and numerous jurisdictions have enacted legislation, including jurisdictions where the Company operates, with a subset of the rules becoming effective for our fiscal year beginning on July 1, 2024, and the remaining rules becoming effective for our fiscal year beginning on July 1, 2025, or in later periods.

The Company is continuing to analyze the Pillar Two rules as countries implement additional legislation.

Implementation of the OECD proposal may have a material Impact on the Company's Consolidated Financial Statements in the future.

| Gross margin | | | | | | 1,456 | | | | | | 31 | | | | | | 1,618 | | | | | | 31 | | |

| Restructuring charges | | | | | | 27 | | | | | | 1 | | | | | | 119 | | | | | | 2 | | |

| Loss before income taxes | | | | | | (148) | | | | | | (3) | | | | | | (356) | | | | | | (7) | | |

| Income Tax Benefit | | | | | | 11 | | | | | | — | | | | | | (96) | | | | | | (2) | | |

| Net loss | | | | | | (159) | | | | | | (3) | | | | | | (259) | | | | | | (5) | | |

| Net loss attributable to noncontrolling interests | | | | | | (3) | | | | | | — | | % | | | | — | | | | | | — | | % |

| Net loss attributable to Coherent Corp. | | | | | | $ | (156) | | | | | (3) | | % | | | | $ | (259) | | | | | (5) | | % |

| Diluted loss per share | | | | | | $ | (1.84) | | | | | | | | | | | $ | (2.93) | | | | | | | |

(1) Some amounts may not add due to rounding.

Revenues decreased in all four markets, with the largest decline, $270 million, or 43%, in the electronics market, primarily from lower volumes in the consumer electronics vertical, largely due to a design change implemented by a significant electronics customer.

Revenues decreased by $82 million, or 17% in the instrumentation market due to decreased volumes in the life sciences vertical from continued inventory digestion by our customers and in the industrial market by $81 million, or 5%, as a result of decreased shipments in the precision manufacturing vertical primarily due to macroeconomic conditions.

In addition, revenues decreased $20 million, or 1%, in the communications market, primarily due to decreased volumes in the telecom vertical as our communications service provider customers continued to work down their inventory levels with reduced capital spending, partially offset by increased shipments in the datacom vertical driven by increased AI-related datacom shipments.

From a segment perspective, Materials decreased $333 million year-over-year, primarily due to lower demand for sensing products and other consumer applications in the consumer electronics vertical within the electronics market for the reasons discussed above.

Networking revenues decreased $45 million year-over-year, with decreases from the telecom vertical partially offset by increases in the datacom vertical, both in our communications market, for the reasons discussed above.

Lasers revenue decreased $74 million year-over-year due to lower demand in the life sciences vertical in the instrumentation market and to lower demand in the precision manufacturing and semiconductor and display capital equipment verticals in the industrial end market.

During fiscal 2023, the Company recorded $158 million in Cost of goods sold related to the fair value adjustment on acquired inventory from the acquisition of Coherent, Inc. (“Merger”).

Gross margin, excluding the fair value adjustment on acquired inventory, decreased 349 basis points for fiscal 2024 compared to fiscal 2023 primarily due to lower revenues, less favorable sales mix especially in the datacom vertical in the communications market, underutilized operating capacity in several plants, shut down costs related to site consolidations, lower yields in the datacom vertical, higher costs related to product lines that are being exited, higher inventory provisions and the unfavorable foreign exchange rates.

The decrease of $21 million for fiscal 2024 is due to all three segments and was driven by lower costs due to the consolidation of sites and our efforts to control costs.

The decrease in SG&A as a percentage of revenue for fiscal 2024 compared to fiscal 2023 was primarily the result of lower amortization expense of $117 million resulting from (1) the Merger, as backlog intangibles were fully amortized in fiscal 2023, (2) lower amortization for tradenames impaired in the fourth quarter of fiscal 2023, and (3) $31 million charges for impairment of certain tradename and customer list intangibles assets in fiscal 2023.

In addition, SG&A decreased due to lower charges related to the Merger, including $39 million lower transaction fees and financing, and lower one-time expense of $18 million related to share-based compensation resulting from the Merger, as well as lower costs due to the consolidation of sites and our efforts to control costs, partially offset by the impact of lower revenues.

Restructuring Charges. Restructuring charges related to our Restructuring Plan for the year ended June 30, 2024 were $27 million, or 1% of revenues, and consist primarily of accelerated depreciation, equipment write-offs and move costs due to the consolidation of certain manufacturing sites.

Restructuring charges related to our Restructuring Plan for the year ended June 30, 2023 were $119 million, or 2% of revenues, and consisted of severance and equipment write-offs, net of reimbursements, due to the consolidation of certain manufacturing sites.

See Note 22.

Restructuring Plan to the Company’s Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information.

Included in Interest and other, net, were interest expense on borrowings, Merger financing fees (fiscal 2023), foreign currency gains and losses, amortization of debt issuance costs, equity gains and losses from unconsolidated investments, and interest income on excess cash balances.

- Acquisition and Background of Coherent, Inc.

Acquisition and Background of Coherent, Inc.

The acquisition of Coherent, Inc. (“Legacy Coherent”), one of the world’s leading providers of laser and optics-based product solutions, closed on July 1, 2022.

For the full fiscal year 2023, Legacy Coherent was included in the combined company and renamed as the Lasers segment.

The Lasers segment’s lasers and optics products serve industrial customers in semiconductor and display capital equipment, precision manufacturing and aerospace & defense, as well as instrumentation customers in life science and scientific instrumentation.

Legacy Coherent delivers systems to the world’s leading brands, innovators, and researchers, all backed with a global service and support network.

Since inception in 1966, Legacy Coherent has grown through internal organic expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes, and product offerings.

The word “laser” is an acronym for “light amplification by stimulated emission of radiation.” Lasers emit an intense output of light with unique and highly useful properties, of which its near perfect collimation (beam like property) is the most commonly known, as well usually being highly monochromatic at a precise wavelength (color).

The name Coherent originates from another key property which is related to the synchronization of the phase of the light oscillations, which is known as coherence.

Therefore, lasers are many orders of magnitude brighter than any other optical source.

Lasers also can be pulsed at almost any repetition rate, even beyond a billion times per second, and are the technology which underpin the global fiber optic communications network, as well as producing the shortest man-made pulses of any technology known.

As a result of their highly collimated beams, the light can be focused to a very small and intense spot or line, useful for applications requiring enough power to modify the target material, with very high precision through processes such as heat treating (annealing), welding or cutting almost any material.

The laser’s high spatial resolution is also useful for microscopic imaging and inspection applications, where the laser light is essentially a highly precise illumination source.

These applications typically operate at lower powers, so as not to alter the physical property of the target material.

Lasers can produce the lasing action in the form of a gas, liquid, semiconductor, solid state crystal or fiber.

Lasers can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable.

The Lasers segment manufactures all of these laser types, in various options such as continuous wave, pulse duration, output power, and beam dimensions.

Each application has its own specific requirements in terms of laser performance.

The Lasers segment's key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; metal cutting and welding, including welding of electric vehicle batteries; manufacturing of medical devices; marking; medical; bio-instrumentation and imaging; and research and development.

For example, UV lasers are enabling the continuous move towards miniaturization, which drives innovation and growth in many markets.

In addition, the advent of industrial grade ultrafast lasers continues to open up new applications for laser processing.

The Lasers segment’s products are manufactured at sites in California, Oregon, Michigan, New Jersey, and Connecticut in the United States; Germany, Scotland, Finland, Sweden, Switzerland, and Spain in Europe; and South Korea, Singapore, and Malaysia in Asia.

In addition, our Lasers segment uses contract manufacturers in Southeast Asia, Eastern Europe and the United States for the production of certain assemblies and turnkey solutions.

*SiC Strategy*

We expect to consider a range of strategic alternatives including a minority investment in the SiC business by a strategic or financial partner, joint venture, and/or a sale of the SiC business in fiscal 2024.

As of April 1, 2023, we had significant headroom in the Networking and Materials reporting units.

For the Lasers reporting unit, as of April 1, 2023, based on the quantitative assessment, the estimated fair value exceeded the carrying value by approximately 10% and we had determined that the goodwill was at risk for impairment going forward should there be a deterioration of projected cash flows of the reporting unit.

Our Lasers reporting unit has goodwill of approximately $3.2 billion at June 30, 2023.

In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value.

The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized.

We used a discount rate of 13.0% which is the required return a market participant would require in its investment in the Reporting Unit based on observed market inputs.

*Business Combinations*

Business combinations are accounted for using the purchase method of accounting.

As such, assets acquired, including identified intangible assets, and liabilities assumed are recorded at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective.

Management engages third party experts to assist in the valuation of material acquisitions.

For our acquisition of Legacy Coherent, we used the multi-period excess earnings method to value the customer relationships and relief from royalty method to value trade name and technology intangible assets.

The significant assumptions used to estimate the fair value of customer relationships included the forecasted revenue growth, gross margin, projected operating expenses inclusive of expected synergies, including future cost savings, and other benefits expected to be achieved by combining the Company and Legacy Coherent, attrition rate and discount rate.

The significant assumption used to estimate the fair value of the trade name included an estimated royalty rate.

The significant assumptions used to estimate the fair value of technology included the forecasted revenue growth and an estimated royalty rate.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

In the normal course of business, we use a variety of techniques and derivative financial instruments as part of our overall risk management strategy, which is primarily focused on our exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore [removed: Dollar, Korean Won] [added: Dollar] and [removed: Malaysian Ringgit.][added: Korean Won.]

As of June 30, [removed: 2023,] [added: 2024,] our total borrowings include variable rate borrowings, which expose us to changes in interest rates.

In November 2019, we entered into an interest rate swap [removed: contract] [added: contract, amended on March 20, 2023,] to limit the exposure of our variable interest rate debt by effectively converting a portion of interest payments to fixed interest rate debt.

If we had not effectively hedged our variable rate debt, a change in the interest rate of 100 basis points on these variable rate borrowings would have resulted in additional interest expense of [removed: $47] [added: $33] million for the year ended June 30, [removed: 2023.][added: 2024.]

On February 23, 2022, we entered into an interest rate cap (the [removed: “Cap”,] [added: “Cap”), amended on March 20, 2023,] with an effective date of July 1, 2023.

On March 20, 2023, we amended the swap contract.

On March 20, 2023, we amended the Cap contract.

As the Cap is not effective until July 2023, there is no impact on variable rate borrowings from the Cap for the year ended June 30, 2023.

The following defined terms are used in this Annual Report on Form 10-K: artificial intelligence (AI); bismuth telluride (Bi2Te3); cadmium telluride (CdTe); carbon dioxide (CO2); chemical vapor deposition (CVD) of materials including diamond; continuous wave (CW); datacenter interconnect (DCI); dense wavelength division multiplexing (DWDM); diversity, equity, and inclusion (DEI); edge-emitting lasers (EELs); [added: environmental, social, and governance (ESG);] extreme-ultraviolet (EUV) lithography; fifth-generation (5G) wireless; fourth-generation (4G) wireless; gallium arsenide (GaAs); gallium antimonide (GaSb), gallium nitride (GaN); Geostationary Operational Environment Satellite Program (GOES); gigabit per second (Gbps); high-definition multimedia interface (HDMI); high-electron-mobility transistor (HEMT); [removed: high-energy laser (HEL);] indium phosphide (InP); infrared (IR); integrated circuit (IC); intellectual property (IP); kilowatt (kW); light detection and ranging (LiDAR); liquid crystal (LC); liquid crystal on silicon (LCoS); machine learning (ML); metal-oxide-semiconductor field-effect transistor (MOSFET); millimeters (mm); nanometers (nm); near-infrared (NIR); optical channel monitor (OCM); optoelectronic chip hybrid integration platform (OCHIP); original equipment manufacturer (OEM); optical time-domain reflectometer (OTDR); [removed: polymerase chain reaction (PCR);] radio frequency (RF); reconfigurable optical add/drop multiplexer (ROADM); research and development (R&D); silicon carbide (SiC); terabit per second (Tbps); three-dimensional (3D); ultraviolet (UV); vertical-cavity surface-emitting laser (VCSEL); virtual reality (VR); wavelength [removed: division multiplexing (WDM); wavelength] selective switching (WSS); zinc selenide (ZnSe); and zinc sulfide (ZnS).

We develop, manufacture, and market engineered materials, optoelectronic components and devices, [added: and] optical and laser [removed: subsystems and] systems [added: and subsystems] for use in the industrial, communications, electronics, and instrumentation markets.

Our products are deployed in a variety of market verticals, including [removed: (i)] precision [removed: manufacturing; (ii)] [added: manufacturing, aerospace & defense,] semiconductor capital [removed: equipment; (iii)] [added: equipment,] display capital [removed: equipment; (iv) aerospace & defense; (v)] [added: equipment,] telecommunication [removed: networks; (vi)] [added: (telecom) networks,] data communication [removed: networks; (vii)] [added: (datacom) networks,] consumer [removed: electronics; (viii) automotive; (ix)] [added: electronics, automotive, wireless,] life [removed: sciences;] [added: sciences,] and [removed: (x)] scientific [removed: instruments.][added: research.]

We also generate [removed: revenue,] [added: revenues,] earnings, and cash flows from [removed: government-funded research and development] [added: externally funded R&D] contracts relating to the development and manufacture of new technologies, materials, and products.

Our customer base includes original equipment [removed: manufacturers;] [added: manufacturers,] laser end [removed: users;] [added: users,] system integrators of high-power [removed: lasers;] [added: lasers, and] manufacturers of equipment and devices for [removed: the industrial, communications, electronics, and instrumentation markets; U.S. government prime contractors; and various U.S. government agencies.][added: our end markets.]

We have a strong core competency in bulk and epitaxial crystal [removed: growth that enable differentiated products.][added: growth.]

[removed: We believe that the] [added: The] materials we grow and fabricate are differentiated by one or a combination of unique optical, electrical, magnetic, thermal, and mechanical properties.

Our optics are shaped by precision surfacing techniques [removed: to meet the most stringent requirements for flat or curved geometries,] [added: and] functionalized with smooth or structured [removed: surfaces,] [added: surfaces] or [removed: with] patterned metallization.

Proprietary processes developed at our global optical coating centers differentiate our products’ durability against [removed: HELs] [added: high-energy lasers] and extreme operating environments.

These lasers enable optical signal transmission, reception, and amplification in terrestrial and submarine communications [removed: networks;] [added: networks,] high-bit-rate server connectivity between and within [removed: datacenters;] [added: datacenters,] optical communications network [removed: monitoring;] [added: monitoring,] materials [removed: processing; and] [added: processing,] fast and accurate measurements in biomedical [removed: instruments] [added: instruments,] and [added: precision] sensing in consumer electronics.

We are a major supplier of silicon carbide substrates for the power electronics [removed: market] and [removed: for] the wireless mobile [removed: market.][added: markets.]

The acquisition of Coherent, [removed: Inc. (“Legacy Coherent”),] [added: Inc.,] one of the world’s leading providers of laser and optics-based product solutions, closed on July 1, 2022.

For the full fiscal year 2023, [removed: Legacy Coherent is] [added: Coherent, Inc., was] included in the combined company and renamed as the Lasers segment.

In connection with the acquisition of Coherent, Inc., effective July 1, 2022, the Company realigned its organizational structure into three reporting segments for the purpose of making operational decisions and assessing financial performance: (i) [removed: Materials, which] [added: Networking,] previously [removed: was] referred to as our [removed: Compound Semiconductors] [added: Photonic Solutions] segment; (ii) [removed: Networking, which] [added: Materials,] previously [removed: was] referred to as our [removed: Photonic Solutions] [added: Compound Semiconductors] segment; and (iii) [removed: Lasers segment.][added: Lasers.]

Financial data regarding our revenues, results of operations, reporting segments, and international sales for the three years ended June 30, [removed: 2023,] [added: 2024,] are set forth in the Consolidated Statements of Earnings (Loss) and in Note 14.

As of June 30, [removed: 2023,] [added: 2024,] our backlog was approximately [removed: $2.7] [added: $2.6] billion, compared with approximately [removed: $2.3] [added: $2.7] billion as of June 30, [removed: 2022.][added: 2023.]

Our U.S. production and R&D operations are located in [removed: Arizona,] California, Colorado, Connecticut, Delaware, Florida, Illinois, Massachusetts, Michigan, Mississippi, New Jersey, New York, Ohio, Oregon, Pennsylvania, and Texas, and our non-U.S. production and R&D operations are based in Australia, China, Finland, Germany, India, Malaysia, the Philippines, Singapore, South Korea, Spain, Sweden, Switzerland, Thailand, the United Kingdom, and Vietnam.

Our core values [removed: are:] [added: are] Integrity, Collaboration, Accountability, Respect, and [removed: Enthusiasm (I CARE).][added: Enthusiasm, which we refer to by the acronym I CARE.]

[removed: Our] [added: These] values define who we are and serve as a guide in how we engage with each other, our customers, our suppliers, our investors, and our environment.

They serve as a model for how we grow [removed: our company] [added: the Company] in an ethical, scalable, and sustainable manner.

[added: It enables everyone to come to work authentically as their “best selves.”] This includes [removed: creating] [added: supporting] an inclusive environment in which every individual is considered a [removed: valued and] valuable member of the team.

We listen to the voice of the employee [added: and foster open communication] through focus groups, personal interviews, [removed: our] [added: an] open-door policy, and engagement surveys, among other methods.

This rich feedback allows us to reflect and adjust our [removed: employee-focused] [added: internal] initiatives across the globe to create a culture that recognizes [removed: their] [added: employees’] contributions and values their opinions.

As of June 30, [removed: 2023,] [added: 2024,] the Company employed approximately [removed: 27,000] [added: 26,000] employees worldwide.

| Research and development | | | [removed: 2,426] [added: 2,268] | | | 9% | | |

| Sales, general and administrative | | | [removed: 2,378] [added: 2,244] | | | [removed: 9%] [added: 8%] | | |

| Total: | | | [removed: 26,622] [added: 26,157] | | | 100% | | |

We provide our employees upfront and ongoing [removed: safety] training to ensure that safety policies and procedures are effectively communicated and implemented.

We have experienced employees on-site at each of our manufacturing locations who are tasked with environmental, health, and [removed: personal] safety education and compliance.

Our Leadership Academy offers global [removed: leadership] development programs for our people leaders to [removed: build] [added: enhance] their [removed: leadership] capabilities.

Tuition reimbursement and funding for growth and development [removed: is] [added: are] also built into the annual budget to ensure that Coherent has the skilled workforce we need.

In addition to offering competitive and fair compensation, we also offer a compelling suite of benefits, including comprehensive health [removed: benefits to all of our employees globally.][added: benefits, competitive time off programs, and employee assistance programs.]

Our organization [added: also] continues to actively partner with CEO Action for Diversity & Inclusion to advance [removed: diversity and inclusion] [added: DEI] in the workplace.

In fiscal [removed: 2023, Chair and CEO Chuck Mattera] [added: year 2024, Chief Strategy Officer] and [added: President of] our [added: Materials Segment, Giovanni Barbarossa, and] Chief [removed: HR Officer] [added: Marketing Officer, Sanjai Parthasarathi,] served as mentors in the CEO Action Mentoring Initiative.

[added: -] Globally, approximately [removed: 44%] [added: 45%] of the workforce is female, with [removed: 11,838 females,14,893] [added: 11,890 females, 14,166] males and [removed: 224] [added: 101] undisclosed as of June 30, [removed: 2023.][added: 2024.]

In Coherent’s [removed: Senior] [added: Global] Leadership Team [removed: (“SLT”),] [added: (“GLT”),] which consists of directors and above, there are 65 [removed: females] [added: females, 487 males,] and [removed: 483 males.][added: 1 undisclosed.]

The [removed: SLT] [added: GLT] meets quarterly to discuss strategy, business trends, company operations, financials, and people programs.

Our global footprint is diverse, with approximately [removed: 17,900] [added: 18,078] employees in the Asia-Pacific region, [removed: 3,900] [added: 3,690] in Europe, and [removed: 5,200] [added: 4,389] in the Americas.

Our success in developing and manufacturing many of our products depends on our ability to [removed: manufacture and] tailor the optical and physical properties of technically challenging materials, components, and photonics-based solutions across a broad array of industries.

[removed: Ours] [added: Our] lasers are displacing conventional [removed: technology] [added: technologies] because they can do the job faster, yield higher quality, provide overall economic benefits, and enable [removed: next generation] [added: next-generation] applications.

Coherent, Inc., as used in this Form 10-K generally means the subsidiaries and businesses of Coherent, Inc., as of the time of its acquisition by Coherent Corp. (formerly named II-VI Incorporated).

| Manufacturing | | | 21,645 | | | 83% | | |

- *Total Rewards.* Our Total Rewards offerings are designed to:

◦Provide a market-competitive total rewards package that attracts, motivates, rewards, and retains top talent

◦Align total rewards offerings with our competitors with which we compete for talent

◦Increase transparency of rewards programs, including sharing company and/or business segment financial metrics, and measure achievements to challenging objectives

◦Balance fixed costs (benefits and base pay) and variable costs (bonus and equity)

◦Provide pay for performance, linked to company and individual performance

◦Ensure strong governance practices, and

◦Align with the interests of our shareholders

Eligible employees may participate in the Employee Stock Purchase Plan (ESPP), providing the opportunity to share in the potential growth of our company stock and allowing employees to purchase company shares at a discount.

Coherent respects and upholds the universal values of human rights, which are fundamental to every individual.

We hold an expectation for all leaders and employees to engage with one another in a manner that is dignified, fair, and respectful.

As we continue on our diversity, equity, and inclusion journey, the following initiatives took place in fiscal year 2024 in support of our global DEI strategy:

◦Fostering Inclusion and Belonging*:* Following the deployment of our global DEI program’s strategy and objectives, over 13,500 employees have completed our Foundations of DEI training globally.

This course was intended to set the foundation of awareness and understanding on the foundational concepts of DEI in our workplace.

Our plan is to continue to deploy additional learning opportunities on DEI topics that help us foster an inclusive environment, bring awareness to unconscious bias, and ensure we are employing inclusive hiring practices.

◦Elevating Equity and Increasing Representation*:* Building on our success, we offered our global Women in Leadership Program again this year, with active participation from senior leadership, to bolster female representation in leadership roles.

This program offers a comprehensive suite of development opportunities,

including specialized skill enhancement, coaching from senior leaders, and networking opportunities across the organization, all aimed at helping support and propel the careers of women within our organization.

◦Embrace Diverse Perspectives*:* We continue to identify ways to highlight different perspectives through education.

In fiscal year 2024, we offered a culture awareness course to employees who work on global teams to learn more about the different ways cultures communicate, collaborate, negotiate, and address disagreements.

We also continue to offer diversity awareness topics throughout the year to educate employees on different dimensions of diversity present in our workforce.

◦Expand Our Impact: Understanding the significant impact we can make, Coherent continues to support initiatives targeted to increase diversity, equity, and inclusion as well as education in STEM, entrepreneurship, innovation, and advanced technology through our partnerships.

As of April 2024, the Company is now obtaining approximately 70% of its global electricity needs from renewable energy sources.

In total, this represents over 500 million kWh of renewable energy per year, thereby avoiding more than 250,000 metric tons of CO2 emissions annually.

Coherent has set as a top priority to reduce its carbon footprint across its global operations.

In December 2023, the Company announced a commitment to achieve net-zero Scope 1 and Scope 2 emissions by fiscal year 2040.

Continuing to increase the use of renewable electricity is an important lever to achieve that commitment.

- *Precision Manufacturing Market Vertical.* Our Precision Manufacturing vertical encompasses a broad range of applications across very diverse markets.

With complete verticality, from materials to turnkey laser solutions, we intersect with any industrial laser process within the application areas of automotive manufacturing, medical device manufacturing, machine tools, consumer goods, and industrial electrical and electronics.

Coherent laser optics and solutions for the industrial market remain well-positioned: our portfolio enables a wide variety of applications including EV battery welding, fine processing of medical devices, additive manufacturing, high-temperature superconducting wires and tapes, and even bleaching of jeans.

- *Semiconductor Capital Equipment Market Vertical.* The Semiconductor Capital Equipment vertical breaks out into what is called front-end-of-line (FEOL) and back-end-of-line (BEOL); Coherent is well positioned to capitalize on the growth in both FEOL and BEOL products.

Our large-area polycrystalline diamond windows enable CO2 laser systems for EUV lithography.

Coherent lasers are widely used in both front-end and back-end applications.

Our front-end laser products encompass solid-state lasers and excimer lasers designed for semiconductor inspection tasks along with CO2 lasers tailored for wafer annealing, supporting the most advanced processing nodes.

We also offer a suite of lasers for a variety of advanced packaging (back-end) applications, ranging from cutting, PCB and substrate drilling, and optical debonding to numerous laser marking tasks.

The majority of OLED phones have flexible OLED displays; thus, a laser lift-off process is also required.

These large panels then need to be cut into smaller panels before being cut into typical smartphone shapes, which is done by our CO2 lasers.

State-of-the-art mobile phones strive to guarantee a larger active area; accordingly, cuts must be precise and damage-free.

Our mission is “Enabling the world to be safer, healthier, closer, and more efficient.”

Our vision is “A world transformed through innovations vital to a better life today and the sustainability of future generations.”

It enables them to show up as their “best self” to work every day.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Manufacturing | | | 21,818 | | | 82% | | |

Our people are critical to our continued success.

We provide a workplace that develops, supports, and motivates our employees.

We partner with Gallup to implement their Q12 Employee Engagement Survey.

The survey questions and Gallup’s resources help us measure our progress toward creating a stronger, more engaged workforce.

Based on the results, our employee teams then collaborate on action plans to improve in targeted areas.

Our most recent employee engagement survey (2021) saw 94% participation from our global workforce, and the results showed that overall engagement increased by 10% from our original survey.

In fiscal 2023, we pledged $1.3 million to fund STEM educational and research programs in 2023.

- *Total Rewards*.

Our “One Coherent” approach to total rewards provides a competitive total compensation package that attracts, motivates, and retains high-quality talent; matches total rewards of competitors with which we compete for talent; increases transparency of rewards programs, company and segment metrics, and measurement of achievements in relation to challenging objectives; balances fixed costs (benefits and base pay) and variable costs (bonus and equity), with a substantial portion of total direct compensation tied to performance; pays for performance – base, bonus, and equity reflect both company and individual performance; and aligns with the interests of our shareholders.

Globally, all non-sales employees participate in a variable incentive program measured on the operating earnings of their business segment.

Similarly, sales employees are incentivized on revenue and profit-after-tax attainment.

Coherent supports fundamental human rights – values inherent to all human beings.

We expect all leaders and employees to treat each other with dignity, fairness, and respect.

We are consciously expanding the diversity of our workforce including underrepresented groups in leadership and technical positions, creating growth and development opportunities for our employees, embracing different perspectives, and fostering an inclusive work environment.

Recognizing the opportunity to increase gender representation at all levels of the organization, we piloted a Women in Leadership Program in fiscal 2023.

This program is a significant investment in the development and advancement of women at Coherent and is designed to further career growth for women through targeted skill development, exposure to and coaching by senior leaders, and opportunities to network with peers across the organization.

The Global Advisory Council completed our global DEI program’s strategy and objectives.

Communication of this strategy to the organization has already taken place as well as the deployment of our Foundations of DEI training to employees globally to set the foundation of awareness and understanding on the concepts of DEI in our workplace.

Our next step is to implement regionally relevant DEI goals in support of the global strategy for each of our global locations with the assistance of Regional Councils.

Additional Coherent executive leaders have volunteered to serve as mentors for future cohorts of this program as well as for the Optica Women Scholars Program.

We continue to focus our efforts to convert locations to renewable energy, and our program is now in its fourth year.

As of April 2023, we have contracts in place to cover over 50% of our total electricity requirements globally from renewable sources.

That includes more than 50 sites now procuring 100% renewable electricity.

We have been recognized for excellence in some of these programs by external organizations.

For example, our Dallas, Texas, facility has received a local award for its wastewater treatment program for three consecutive years and 19 years in total.

During COVID-19, we experienced some production delays due to shortages of raw materials, and while we are still seeing some challenges on certain components and infrastructure items, for the most part supplier lead times are reducing and supply is back to pre-pandemic levels.

The Company’s organizational structure historically had been divided into two reporting segments for the purpose of making operational decisions and assessing financial performance: Photonic Solutions and Compound Semiconductors.

With the acquisition of Coherent, Inc., on July 1, 2022, we added a third reporting segment, “Lasers,” which comprises nearly all of the business of Legacy Coherent.

In addition, we renamed our existing two reporting segments, from Photonics Solutions to Networking and from Compound Semiconductors to Materials.

We have reported financial information for these new reporting segments in fiscal year 2023.

In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

We may from time to time reorganize parts of a given segment or corporate center to drive the focus of certain priorities.

Our businesses historically addressed the following primary markets: optical and wireless communications, industrial, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive.

In connection with the acquisition of Coherent, effective July 1, 2022, the Company reconfigured its primary markets and is reporting based on the following markets effective July 1, 2022: industrial, communications, electronics, and instrumentation.

for the fiscal year ended June 30, [removed: 2023][added: 2024]

Aggregate market value of outstanding common stock, no par value, held by non-affiliates of the Registrant at December 31, [removed: 2022,] [added: 2023,] was approximately [removed: $4,841,177,890] [added: $6,559,717,307] based on the closing sale price reported on the Nasdaq Global Select Market.

Number of outstanding shares of common stock, no par value, at August [removed: 15, 2023,] [added: 13, 2024,] was [removed: 150,397,328.][added: 153,300,385.]

Portions of the registrant’s definitive proxy statement, which will be issued in connection with the [removed: 2023] [added: 2024] Annual Meeting of Shareholders of Coherent Corp., are incorporated by reference into Part III of this Annual Report on Form 10-K.

“Risk Factors” and summarized below under “Risk Factor Summary,” among others, in some cases have affected and in the future could affect our financial performance and actual results, and could cause actual results for fiscal [removed: 2024] [added: 2025] and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Annual Report on Form 10-K or otherwise made by our management.

- Our competitive position may [removed: still] require significant investments.

- We are subject to complex and rapidly changing import and export regulations [added: of the countries in] which [added: we operate and/or sell which] could limit our sales and decrease our profitability, and we may be subject to legal and regulatory consequences if we do not comply with applicable export control laws and regulations.

- There are risks associated with our participation in the display capital equipment market, including [removed: as a result of] there being a relatively limited number of end customer manufacturers.

- Data [removed: breach] [added: breaches and other events and] incidents [added: that impact the confidentiality, availability,] and [removed: breakdowns] [added: integration] of information and [removed: communication technologies] [added: assets] could disrupt our operations, subject us to legal claims, and impact our financial results.

- We do not currently intend to pay dividends on our common stock; holders will benefit from an investment in our common stock only if it appreciates in [removed: value and by the intended anti-dilution actions of our share-buyback program.][added: value.]

- Our common stock is subordinate to our existing and future [removed: indebtedness;] [added: indebtedness,] the Series B Preferred [removed: Stock;] [added: Stock,] and any other preferred stock we may issue in the future.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

- Cybersecurity attacks and incidents and other vulnerabilities could subject us to costly damages, claims and expenses, harm to our reputation or competitive position, or disrupt our operations and business.

- We are subject to a number of risks associated with the equity investments contemplated by the respective investment agreements entered into with Denso Corporation and Mitsubishi Electric Corporation and certain related supply arrangements, and these risks could adversely impact our operations, financial condition and business.

| Series A Mandatory Convertible Preferred Stock, no par value | | | N/A | | | N/A | | |

- We have announced that we are reviewing strategic alternatives for our silicon carbide business, but there can be no assurance that a strategic transaction will be completed or that we will achieve the expected benefits of any strategic transaction that we determine to pursue.

Coherent’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, suppliers, business partners, employees, shareholders and other stakeholders.

One of the critical factors in maintaining this trust is by the Board being involved in oversight of the Company’s enterprise risk management (“ERM”) program, of which cybersecurity represents a critical component.

Coherent’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, and the International Standards Organization Risk Management Guidelines (ISO 31000), as well as other applicable industry standards.

Governance: Coherent’s cybersecurity program is overseen by the Board’s Environment, Sustainability and Governance (“ESG”) committee.

The ESG Committee is briefed quarterly by management on, among other things, updates to cybersecurity and related programs, and notable cyber incidents, threats and vulnerabilities, and provides direction on cybersecurity risk management.

In addition, Coherent has established a Crisis Management Team (CMT) with responsibility for, among other things, oversight and management of cybersecurity events, including significant and material cybersecurity events.

The CMT reports, as appropriate, to the ESG Committee.

The CMT is headed by Coherent’s Chief Risk Officer (CRO).

Additionally, Coherent has a dedicated internal cybersecurity team (Cybersecurity Team), managed by the Global Head of Cybersecurity.

Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

On a regular meeting cadence, Coherent’s President convenes a senior cybersecurity committee for reporting and planning.

The committee consists of the Chief Information Officer (CIO), the Global Head of Cybersecurity, the Vice President of IT Operations, the Senior Director of IT Security, the General Counsel for Technology and Risk Management, and the CRO.

Members of partner technology-risk advisory firms and Coherent internal experts from other disciplines participate in committee activities as needed from time to time.

As to experience of the various members of Coherent’s cybersecurity functional team, the CIO is a technology executive with over 25 years of experience at public companies, specializing in IT leadership, cybersecurity, and strategic technology initiatives, including leading risk management, data governance, compliance, and SOX audits, aligning technology with business goals and robust data protection.

He holds a B.S. in Electrical Engineering and ITIL certification.

The Coherent Global Privacy Officer earned a B.A. and a Juris Doctor degree and has over 20 years of experience in legal practice, focusing specifically on privacy law for the past eight years.

Additionally, the Coherent Global Privacy Officer is an active member of the International Association of Privacy Professionals (IAPP) and holds both the Certified Information Privacy Professional/Europe (CIPP/E) and Certified Information Privacy Manager (CIPM) certifications from the IAPP.

The General Counsel for Technology and Risk Management holds a B.S. in Industrial Engineering, and a Juris Doctor degree and has over 38 years of experience in legal practice, 25 years of which specifically representing businesses and financial institutions in data security and privacy in both private practice and as at in-house attorney at various private and public companies.

The Senior Manager, Security, Risk & Compliance, has been in Information Technology for 25 years and in IT security for 16 years, and holds a B.S. in Computer Science, with a minor in Mathematics, and an ISC2 CISSP Certification.

He is a member of the ACM and a Senior Member of the IEEE.

The Senior Director of Information Security is a CISSP and member of ISSA, practicing security for over 30 years, with a B.S. degree.

He also has served as a consultant and has managed international cybersecurity teams with Fortune 100 companies in finance, banking, technology, biotech, security consulting, and large manufacturing in broad areas of cybersecurity.

The VP of IT Infrastructure Operations and Interim Head of Information Security and Compliance has 25 years of experience at public companies, specializing in IT leadership, cybersecurity, and strategic technology initiatives, and holds a M.S. in Electrical Engineering.

Incident Response and Recovery Planning: Coherent has instituted a robust Cybersecurity Incident Response Plan (the CIRP), which provides a framework for responding to cybersecurity incidents at escalating severity levels.

The CIRP sets out a coordinated approach to discovering, investigating, containing, tracking, mitigating, and remediating cybersecurity incidents, including a framework for elevating and reporting findings and keeping senior management and other key stakeholders informed and involved, based on assessments regarding the scope or significance of incidents.

The CIRP is implemented by the Coherent Cyber Incident Response Team (CIRT), which is headed by the Global Head of Cybersecurity, and includes as members the head of the CMT, the Chief Legal Officer, the Cybersecurity Team, and select members of the ERM team.

Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

Security Policy and Requirements: The Coherent Cybersecurity Team has robust processes and redundancies in place designed with the objective of deterring, detecting, mitigating, and responding to potential cybersecurity threats, which includes a vulnerability assessment and prioritization, and as necessary, remediation plans.

The Cybersecurity Team also performs periodic system penetration testing to validate the Company’s security controls and assess Coherent’s infrastructure and applications.

All employees take mandatory periodic security awareness training on the Company’s data security policies and procedures, which is supplemented by Company-wide testing initiatives, including periodic phishing tests.

Additionally, the IT group and the Cybersecurity Team participate in annual tabletop exercises designed to simulate a response to a cybersecurity incident.

The Cybersecurity Team incorporates the findings from these exercises into the Coherent processes.

Further, in 2023, select members of the senior management team and the Cybersecurity Team participated in a tabletop exercise.

Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties.

This includes external third parties that may have permission to access Coherent IT systems and assets, such as consultants, and review of the systems of third parties that could adversely impact Coherent’s infrastructure in the event of a cybersecurity incident affecting those third-party systems, such as through vendors and other service providers.

The Company also regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

The results of such assessments, audits and reviews are reported to the Risk Management Committee and the Board, and the Company adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

Education and Awareness: The Company provides regular, mandatory training for personnel regarding cybersecurity threats as a means to equip the Company’s personnel with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.

Cybersecurity risks and threats, including as a result of any previous cybersecurity incidents, have not materially impacted and are not reasonably expected to materially impact Coherent or Coherent’s operations to date.

However, the Company recognizes the ever-evolving cyber risk landscape and cannot provide any assurances that it will not be subject to a material cybersecurity incident in the future.

Information regarding our principal U.S. properties at June 30, [removed: 2023,] [added: 2024,] is set forth below:

| Fremont, CA | | | | | | Manufacturing and Research and Development | | | | | | Materials | | | | | | [removed: 153,000] [added: 122,000] | | | | | | Leased | | |

Information regarding our principal foreign properties at June 30, [removed: 2023,] [added: 2024,] is set forth below:

| China | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | Materials and Networking | | | | | | [removed: 3,047,000] [added: 2,993,000] | | | | | | Owned and Leased | | |

| Germany | | | | | | Manufacturing, Research and Development | | | | | | Lasers | | | | | | [removed: 846,000] [added: 911,000] | | | | | | Owned and Leased | | |

| Malaysia | | | | | | [removed: Manufacturing] [added: Manufacturing, Research and Development] | | | | | | Networking | | | | | | [removed: 640,000] [added: 863,000] | | | | | | Owned | | |

| Philippines | | | | | | Manufacturing | | | | | | Materials | | | | | | [removed: 318,000] [added: 426,000] | | | | | | Leased | | |

| Vietnam | | | | | | Manufacturing | | | | | | Materials and Networking | | | | | | [removed: 211,000] [added: 719,000] | | | | | | Owned and Leased | | |

As of August [removed: 15, 2023,] [added: 13, 2024,] there were approximately [removed: 918] [added: 906] holders of record of our common stock.

The Program [removed: has] [added: had] no expiration and [removed: may] [added: could] be suspended or discontinued at any time.

The Company did not repurchase shares pursuant to this Program during the fiscal years ended June 30, [removed: 2023] [added: 2024] or June 30, [removed: 2022.][added: 2023.]

As of June 30, [removed: 2023,] [added: 2024,] the Company has cumulatively purchased 1,416,587 shares of its common stock pursuant to the Program for approximately $22 million.

The following graph compares cumulative total shareholder return on the Company’s common stock with the cumulative total shareholder return of the Russell 1000 [removed: Index, Nasdaq Composite] Index and with a peer group of companies constructed by the Company for the period from June 30, [removed: 2018,] [added: 2019,] through June 30, [removed: 2023.][added: 2024.]

The Company’s current fiscal year peer group includes IPG Photonics Corp., Wolfspeed Inc., Lumentum Holdings, Inc., Corning, Inc., MKS Instruments, Inc., and Honeywell International, Inc. [removed: The old peer group includes CMC Materials Inc., Corning Incorporated, Franklin Electric Co., Inc., Lumentum Holdings Inc., MKS Instruments Inc., and Silicon Laboratories, Inc.]

[removed: ][added: ]

On February 21, 2024, the Company’s Board of Directors terminated the Program and any remaining amount authorized for the repurchase of shares.

The dollar value of shares as of June 30, 2023 that may yet be purchased under the Program is approximately $28 million.

The peer group was changed to better represent the Company following its acquisition of Coherent, Inc. on July 1, 2022.

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [64](#i713712b6afac43d2a5e23d8632ecb440_73)] [added: [64](#ibe3b15830ff247bd97aa5968c917ea92_73)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [65](#i713712b6afac43d2a5e23d8632ecb440_76)] [added: [65](#ibe3b15830ff247bd97aa5968c917ea92_76)] | | |

| Consolidated Balance Sheets | | | [removed: [69](#i713712b6afac43d2a5e23d8632ecb440_82)] [added: [68](#ibe3b15830ff247bd97aa5968c917ea92_82)] | | |

| Consolidated Statements of Earnings (Loss) | | | [removed: [70](#i713712b6afac43d2a5e23d8632ecb440_85)] [added: [69](#ibe3b15830ff247bd97aa5968c917ea92_85)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: [71](#i713712b6afac43d2a5e23d8632ecb440_88)] [added: [70](#ibe3b15830ff247bd97aa5968c917ea92_88)] | | |

| Consolidated Statements of Shareholders’ Equity and Mezzanine Equity | | | [removed: [72](#i713712b6afac43d2a5e23d8632ecb440_91)] [added: [71](#ibe3b15830ff247bd97aa5968c917ea92_91)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [73](#i713712b6afac43d2a5e23d8632ecb440_1913)] [added: [72](#ibe3b15830ff247bd97aa5968c917ea92_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [75](#i713712b6afac43d2a5e23d8632ecb440_97)] [added: [74](#ibe3b15830ff247bd97aa5968c917ea92_100)] | | |

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2023.][added: 2024.]

Based on the evaluation, management concluded that as of June 30, [removed: 2023,] [added: 2024,] the Company’s internal controls over financial reporting were effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued its report on the effectiveness of our internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] which report is included herein.

We have audited the accompanying consolidated balance sheets of Coherent Corp. and subsidiaries (the Company) as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated August [removed: 18, 2023] [added: 16, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | At June 30, [removed: 2023,] [added: 2024,] the [removed: Company had $4.5 billion] [added: balance] of [added: the Company’s] goodwill [removed: on its consolidated balance sheet.] [added: related to the Lasers reporting unit was $3.2 billion.] As discussed in Note 1 to the consolidated financial statements, goodwill is reviewed annually for impairment, or more frequently if impairment indicators arise. The assessment of goodwill for impairment requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations to its carrying amount, including goodwill. If the Company’s carrying amount of a reporting unit exceeds its fair value, an impairment loss would be measured as the excess of the carrying value over the calculated fair value. Auditing the Company’s annual goodwill impairment test for the Lasers reporting unit is complex because it involves making assumptions about the timing and amount of the forecasted future net cash flows of the reporting unit. The fair value estimate can be sensitive to significant assumptions such as revenue and the selected discount rate, which is based on a risk-adjusted [removed: weighted-average] [added: weighted average] cost of capital. These significant assumptions are forward looking and could be impacted by future economic conditions. | | |

We have audited Coherent Corp. and subsidiaries’ internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Coherent Corp. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity and mezzanine equity and cash flows for each of the three years in the period ended June 30, [removed: 2023,] [added: 2024,] and the related notes and schedule listed in the Index at Item 15(a)(2) and our report dated August [removed: 18, 2023] [added: 16, 2024] expressed an unqualified opinion thereon.

| June 30, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash, [removed: cash equivalents,] [added: Cash Equivalents,] and [removed: restricted cash |] [added: Restricted Cash at Beginning of Period] | | | | | [removed: $] | [removed: 833,333] [added: 837,566] | | | | | [removed: $] | 2,582,371 | | [added: | | | | 1,591,892 | | |]

| Accounts receivable - less allowance for doubtful accounts of [removed: $8,005] [added: $9,511] and [removed: $4,206] [added: $8,005] at June 30, [removed: 2023] [added: 2024] and June 30, [removed: 2022,] [added: 2023,] respectively | | | | | | [removed: 901,531] [added: 848,542] | | | | | | [removed: 700,331] [added: 901,531] | | |

| Inventories | | | | | | [removed: 1,272,333] [added: 1,286,404] | | | | | | [removed: 902,559] [added: 1,272,333] | | |

| Prepaid and refundable income taxes | | | | | | [removed: 28,271] [added: 26,909] | | | | | | [removed: 19,585] [added: 28,271] | | |

| Prepaid and other current assets | | | | | | [removed: 216,530] [added: 398,203] | | | | | | [removed: 100,346] [added: 216,530] | | |

| Total Current Assets | | | | | | [removed: 3,251,998] [added: 3,660,099] | | | | | | [removed: 4,305,192] [added: 3,251,998] | | |

| Property, plant & equipment, net | | | | | | [removed: 1,782,035] [added: 1,817,259] | | | | | | [removed: 1,363,195] [added: 1,782,035] | | |

| Goodwill | | | | | | [removed: 4,512,700] [added: 4,464,329] | | | | | | [removed: 1,285,759] [added: 4,512,700] | | |

| Other intangible assets, net | | | | | | [removed: 3,814,684] [added: 3,503,247] | | | | | | [removed: 635,404] [added: 3,814,684] | | |

| Deferred income taxes | | | | | | [removed: 37,748] [added: 40,966] | | | | | | [removed: 31,714] [added: 37,748] | | |

| Total Assets | | | | | | $ | [removed: 13,711,133] [added: 14,488,634] | | | | | $ | [removed: 7,844,846] [added: 13,711,133] | |

| Current portion of long-term debt | | | | | | $ | [removed: 74,836] [added: 73,770] | | | | | $ | [removed: 403,212] [added: 74,836] | |

| Accounts payable | | | | | | [removed: 405,308] [added: 631,548] | | | | | | [removed: 434,917] [added: 405,308] | | |

| Accrued compensation and benefits | | | | | | [removed: 175,564] [added: 212,458] | | | | | | [removed: 172,109] [added: 175,564] | | |

| Operating lease current liabilities | | | | | | [removed: 38,271] [added: 40,580] | | | | | | [removed: 27,574] [added: 38,271] | | |

| Accrued income taxes payable | | | | | | [removed: 74,488] [added: 90,705] | | | | | | [removed: 29,317] [added: 74,488] | | |

| Other accrued liabilities | | | | | | [removed: 310,281] [added: 294,706] | | | | | | [removed: 199,830] [added: 310,281] | | |

| Total Current Liabilities | | | | | | [removed: 1,078,748] [added: 1,343,767] | | | | | | [removed: 1,266,959] [added: 1,078,748] | | |

August 16, 2024

August 16, 2024

| Cash and cash equivalents | | | | | | $ | 926,033 | | | | | $ | 821,310 | |

| Restricted cash, current | | | | | | 174,008 | | | | | | 12,023 | | |

| Other assets | | | | | | 313,089 | | | | | | 307,735 | | |

| | | | | | | 5,525,237 | | | | | | 5,280,672 | | |

| Noncontrolling interests (NCI) | | | | | | 371,392 | | | | | | — | | |

| Total Equity | | | | | | 5,581,507 | | | | | | 4,987,551 | | |

| Net Loss Attributable to Noncontrolling Interests | | | | | | (2,610) | | | | | | — | | | | | | — | | |

| Net Earnings (Loss) Attributable to Coherent Corp. | | | | | | (156,154) | | | | | | (259,458) | | | | | | 234,759 | | |

| Net Earnings (Loss) | | | | | | $ | (158,764) | | | | | $ | (259,458) | | | | | $ | 234,759 | |

| Comprehensive Loss Attributable to Noncontrolling Interests | | | | | | (2,610) | | | | | | — | | | | | | — | | |

| Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests | | | | | | 429 | | | | | | — | | | | | | — | | |

| Comprehensive Income (Loss) Attributable to Coherent Corp. | | | | | | $ | (266,111) | | | | | $ | (147,565) | | | | | $ | 218,325 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Share-based and deferred compensation activities | | | | | | 3,447 | | | | | | 166,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (492) | | | | | | (22,001) | | | | | | — | | | | | | 144,799 | | | | | | — | | | | | | — | | |

| Conversion of Series A preferred stock | | | | | | 10,240 | | | | | | 445,319 | | | | | | (2,300) | | | | | | (445,319) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (156,154) | | | | | | — | | | | | | — | | | | | | (2,610) | | | | | | (158,764) | | | | | | — | | | | | | — | | |

| Foreign currency translation adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (82,318) | | | | | | — | | | | | | — | | | | | | — | | | | | | 429 | | | | | | (81,889) | | | | | | — | | | | | | — | | |

| Change in fair value of interest rate cap, net of taxes of $800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,689 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,689 | | | | | | — | | | | | | — | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (123,322) | | | | | | — | | | | | | — | | | | | | — | | | | | | (123,322) | | | | | | — | | | | | | 123,357 | | |

| Sale of shares to noncontrolling interests, net of issuance costs of $31,840 and taxes of $127,389 | | | | | | — | | | | | | 464,327 | | | | | | — | | | | | | — | | | | | | 2,871 | | | | | | — | | | | | | — | | | | | | — | | | | | | 373,573 | | | | | | 840,771 | | | | | | — | | | | | | — | | |

| Balance - June 30, 2024 | | | | | | 168,408 | | | | | | $ | 4,857,657 | | | | | — | | | | | | $ | — | | | | | $ | 2,640 | | | | | $ | 664,940 | | | | | (15,629) | | | | | | $ | (315,122) | | | | | $ | 371,392 | | | | | $ | 5,581,507 | | | | | 215 | | | | | | $ | 2,364,772 | |

| Net earnings (loss) | | | | | | $ | (158,764) | | | | | $ | (259,458) | | | | | $ | 234,759 | |

| Non-cash restructuring charges | | | | | | 16,557 | | | | | | 119,456 | | | | | | — | | |

| Sale of shares to noncontrolling interests | | | | | | 1,000,000 | | | | | | — | | | | | | — | | |

| Supplemental Information | | | | | | | | | | | | | | | | | | | | |

| Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | | | | | | | | |

| Conversion of Series A preferred stock to common stock | | | | | | $ | 445,319 | | | | | $ | — | | | | | $ | — | |

At June 30, 2024, we had $864 million of restricted cash.

| Cash and cash equivalents | | | | | | $ | 926,033 | | | | | $ | 821,310 | | | | | $ | 2,582,371 | |

| Restricted cash, current | | | | | | 174,008 | | | | | | 12,023 | | | | | | — | | |

| Restricted cash, non-current | | | | | | 689,645 | | | | | | 4,233 | | | | | | — | | |

Certain prior year amounts have been reclassified for consistency with the current year presentation.

As of April 1, 2024, the fair value of each of our reporting units exceeded their carrying values.

Noncontrolling Interests. The Company accounts for noncontrolling interests in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the Consolidated Balance Sheets and the consolidated net earnings (loss) attributable to its noncontrolling interests be clearly identified and presented on the face of the Consolidated Statements of Earnings (Loss) and Consolidated Statements of Comprehensive Income (Loss).

Noncontrolling Interests for further information on the noncontrolling interests in our Silicon Carbide LLC subsidiary.

SEC Final Rule: Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

In July 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring current reporting about material cybersecurity incidents and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board of Directors’ (the “Board”) oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Valuation of customer relationships, trade name and technology intangible assets in the acquisition of Coherent, Inc. | | | | | |

| *Description of the Matter* | | | As discussed in Note 3 to the consolidated financial statements, during the year ended June 30, 2023, the Company completed the acquisition of Coherent, Inc. (“Lasers”) for a total purchase price of approximately $7.1 billion. The acquisition was accounted for as a business combination. The consideration paid in the acquisition must be allocated to the acquired assets and liabilities assumed generally based on their fair value with the excess of the purchase price over those fair values allocated to goodwill. Auditing the Company’s accounting for its acquisition of Lasers was complex due to the significant estimation uncertainty involved in estimating the fair value of customer relationships, trade name and technology intangible assets. The total fair value ascribed to customer relationships, trade name and technology intangible assets amounted to $1.8 billion, $430 million and $1.2 billion, respectively. The Company used the multi-period excess earnings method to value the customer relationships and relief from royalty method to value trade name and technology intangible assets. The significant assumptions used to estimate the fair value of customer relationships included the forecasted revenue growth, gross margin, projected operating expenses inclusive of expected synergies, including future cost savings, and other benefits expected to be achieved by combining the Company and Lasers, attrition rate and discount rate. The significant assumption used to estimate the fair value of trade name included an estimated royalty rate. The significant assumptions used to estimate the fair value of technology included the forecasted revenue growth and an estimated royalty rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition of Lasers. For example, we tested controls that address the risks of material misstatement relating to the valuation of the customer relationships, trade name and technology intangible assets, including management’s review of the methods and significant assumptions used to develop such estimates. To test the estimated fair value of the acquired customer relationships, trade name and technology intangible assets, our audit procedures included, among others, assessing the appropriateness of the valuation methodology used, evaluating the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For the forecasted revenue growth, gross margin, projected operating expenses inclusive of expected synergies, including future cost savings, and other benefits expected to be achieved by combining the Company and Lasers and attrition rate, we compared the financial projections to current industry and economic trends, the historic financial performance of the acquired business, the Company’s history with other acquisitions, and forecasted performance of guideline public companies. We also performed sensitivity analyses to evaluate the changes in the fair value of the intangible assets that would result from changes in the significant assumptions. We involved our valuation specialist to assist in evaluating the methodologies used to estimate the fair value of the customer relationships, trade name and technology intangible assets and to test certain significant assumptions, including: (i) the discount rate, which included comparison of the selected discount rate to the acquired business’s weighted average cost of capital, an evaluation of the relationships of the weighted average cost of capital, internal rate of return and weighted-average return on assets, and consideration of guideline public company benchmarking analyses reflecting the composition of purchase prices for similar transactions; and (ii) the royalty rate, which included a comparison of the selected royalty rate to a range of royalty rates we identified by performing an independent search of comparable licensing agreements. | | |

August 18, 2023

| Other assets | | | | | | 311,968 | | | | | | 223,582 | | |

| | | | | | | 5,280,672 | | | | | | 3,855,829 | | |

| *($000)* | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance - June 30, 2020 | | | | | | 105,916 | | | | | | $ | 1,486,947 | | | | | — | | | | | | $ | — | | | | | $ | (87,383) | | | | | $ | 876,552 | | | | | (13,356) | | | | | | $ | (199,313) | | | | | $ | 2,076,803 | | | | | — | | | | | | $ | — | |

| Share-based and deferred compensation activities | | | | | | 2,512 | | | | | | 102,737 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (284) | | | | | | (19,153) | | | | | | 83,584 | | | | | | — | | | | | | — | | |

| Series B shares issued in March 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75 | | | | | | 716,087 | | |

| Shares issued in underwritten public offering | | | | | | 10,698 | | | | | | 438,589 | | | | | | 2,300 | | | | | | 445,319 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 883,908 | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 297,552 | | | | | | — | | | | | | — | | | | | | 297,552 | | | | | | — | | | | | | — | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (68,327) | | | | | | — | | | | | | — | | | | | | (68,327) | | | | | | — | | | | | | 40,625 | | |

| Non-cash impairment of property, plant & equipment | | | | | | 119,456 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of Series A preferred shares | | | | | | — | | | | | | — | | | | | | 460,000 | | |

| Proceeds from issuance of Senior Notes | | | | | | — | | | | | | 990,000 | | | | | | — | | |

| Non cash transactions: | | | | | | | | | | | | | | | | | | | | |

Restricted cash, non-current is included in the consolidated balance sheets under “Other Assets” At June 30, 2023, we had $16 million of restricted cash.

| Cash, cash equivalents, and restricted cash | | | | | | $ | 833,333 | | | | | $ | 2,582,371 | | | | | $ | 1,591,892 | |

| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | | | | | | $ | 837,566 | | | | | $ | 2,582,371 | | | | | $ | 1,591,892 | |

Transfer to New York Stock Exchange. On February 8, 2023, the Company announced the voluntary transfer of the listing of its common stock, no par value (“Coherent Common Stock”) and Series A Mandatory Convertible Preferred Stock, no par value (“Mandatory Convertible Preferred Stock”), from the NASDAQ Global Select Market to the New York Stock Exchange (the “NYSE”), effective as of the close of trading on February 22, 2023.

The Coherent Common Stock and Mandatory Convertible Preferred Stock began trading on the NYSE on February 23, 2023 under the ticker symbols “COHR” and “IIVI”, respectively.

Coherent Acquisition for further information.

Determination of the fair value requires discretion and the use of estimates by management.

As of April 1, 2023, we had significant headroom in the Networking and Materials reporting units.

For the Lasers reporting unit, as of April 1, 2023, based on the quantitative assessment, the estimated fair value exceeded the carrying value by approximately 10% and we had determined that the goodwill was at risk for impairment going forward should there be a deterioration of projected cash flows of the reporting unit.

Our Lasers reporting unit has goodwill of approximately $3.2 billion at June 30, 2023.

In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value.

The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized.

We used a discount rate of 13.0% which is the required return a market participant would require in its investment in the Reporting Unit based on observed market inputs.

If actual results are not consistent with management’s estimates and assumptions, a material goodwill impairment charge could occur, which could have a material adverse effect on our consolidated financial statements.

We will continue to monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods.

See Note 7.

Goodwill and Other Intangible Assets for further information.

Investments in Other Entities. In the normal course of business, we enter into various types of investment arrangements, each having unique terms and conditions.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2023,] [added: 2024,] the Company’s disclosure controls and procedures were effective.

During the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

On June 15, 2023, Christopher Koeppen, Chief Innovation Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2024 with respect to the sale of up to 24,872 Company shares.

The other information required by this item, to the extent applicable, is incorporated herein by reference to the information set forth under the captions “Election of Directors” and if applicable, “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act (the “Proxy Statement”).

The Code of [added: Ethical] Business Conduct [removed: and Ethics] can be found on the Company’s Internet web site at www.coherent.com under [removed: “Investors Information] [added: “Company] – [removed: Corporate Governance Documents.”] [added: About Us – Governance.”] The Company will promptly disclose on its web site (i) any amendments or waivers with respect to a director’s or executive officer’s compliance with the Code of Business Conducts and Ethics and (ii) any amendments or waivers with respect to any provision of the Code of Ethics.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Director Compensation For Fiscal Year [removed: 2023,”] [added: 2024,”] “Executive Compensation,” “Compensation Committee Report” and “Compensation and Risk” in the Company’s Proxy Statement.

Schedule II – Valuation and Qualifying Accounts for each of the three fiscal years in the period ended June 30, [removed: 2023] [added: 2024] is set forth under Item 8 of this Annual Report on Form 10-K.

| 3.02 | | | | | | [Articles of Amendment to [removed: Amend](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm)[ed](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm) [and] [added: Amended and] Restated Articles of Incorporation](https://www.sec.gov/Archives/edgar/data/820318/000119312522240836/d347635dex31.htm) | | | | | | 8-K | | | 3.1 | | | September 8, 2022 | | | 001-39375 | | |

| 4.01+ | | | | | | [Description of [removed: II-VI's] [added: Coherent Corp.'s] Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex401coherentdescriptionof.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex401descriptionofcoherent.htm)] | | | | | | | | | | | | | | | | | |

| [removed: 4.03] [added: 4.02] | | | | | | [Indenture, dated as of December 10, 2021, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm) | | | | | | 8-K | | | 4.1 | | | December 10, 2021 | | | 001-39375 | | |

| [removed: 4.04] [added: 4.03] | | | | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm) [5.000%] [added: of 5.000%] Senior Notes due 2029](https://www.sec.gov/Archives/edgar/data/820318/000119312521353969/d243415dex41.htm) | | | | | | 8-K | | | 4.2 (included in Exhibit 4.1) | | | December 10, 2021 | | | 001-39375 | | |

| [removed: 4.05+] [added: 4.04] | | | | | | [First Supplemental Indenture, dated as of July 1, 2022, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex405-cohrxfirstsupplement.htm) | | | | | | [added: 10-K] | | | [added: 4.05] | | | [added: August 18, 2023] | | | [added: 001-39375] | | |

| [removed: 4.06] [added: 4.05] | | | | | | [Second Supplemental Indenture, dated [removed: as](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) [of](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) [May] [added: as of May] 5, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex401-secondsupplementalin.htm) | | | | | | 10-Q | | | 4.01 | | | May 10, 2023 | | | 001-39375 | | |

| [removed: 4.07+] [added: 4.06] | | | | | | [Third Supplemental Indenture, dated as of May 31, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex407-coherentthirdsupplem.htm) | | | | | | [added: 10-K] | | | [added: 4.07] | | | [added: August 18, 2023] | | | [added: 001-39375] | | |

| [removed: 4.08] [added: 4.07] | | | | | | [Registration Rights Agreement, dated March 31, 2021, by and between II-VI Incorporated and BCPE Watson (DE) SPV, LP.](https://www.sec.gov/Archives/edgar/data/820318/000119312522191349/d368223dex99d.htm) | | | | | | Schedule 13D | | | D | | | July 11, 2022 | | | 005-39319 | | |

| 10.02 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of March 31, 2023, by and among Coherent [removed: Corp](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm)[.,] [added: Corp.,] JPMorgan Chase [removed: Bank,](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm) [N.A.,] [added: Bank, N.A.,] as administrative agent and collateral agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/820318/000082031823000009/ex1001-amendmentno1tocredi.htm) | | | | | | 10-Q | | | 10.1 | | | May 10, 2023 | | | 001-39375 | | |

| [removed: 10.03] [added: 10.06] | | | | | | [Form of Indemnification Agreement between II-VI Incorporated and its directors and officers](https://www.sec.gov/Archives/edgar/data/820318/000156459018022409/iivi-ex1015_8.htm) | | | | | | 10-K | | | 10.15 | | | August 28, 2018 | | | 000-16195 | | |

| [removed: 10.06] [added: 10.07] | | | | | | [Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods prior to January 1, 2015)](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1017_328.htm) | | | | | | 10-K | | | 10.17 | | | August 28, 2015 | | | 000-16195 | | |

| [removed: 10.07] [added: 10.08] | | | | | | [Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods after January 1, 2015)](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1018_329.htm) | | | | | | 10-K | | | 10.18 | | | August 28, 2015 | | | 000-16195 | | |

| [removed: 10.08] [added: 10.09] | | | | | | [II-VI Incorporated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312512451910/d435625dex1001.htm) | | | | | | 8-K | | | 10.01 | | | November 5, 2012 | | | 000-16195 | | |

| [removed: 10.09] [added: 10.10] | | | | | | [Form of Nonqualified Stock Option under the II-VI Incorporated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm) | | | | | | 10-K | | | 10.30 | | | August 28, 2013 | | | 000-16195 | | |

| [removed: 10.10] [added: 10.11] | | | | | | [II-VI Incorporated Amended and Restated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312514396460/d814351dex101.htm) | | | | | | S-8 | | | 10.1 | | | November 4, 2014 | | | 333-199855 | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Amended and Restated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm) | | | | | | 10-K | | | 10.30 | | | August 28, 2013 | | | 000-16195 | | |

| [removed: 10.12] [added: 10.13] | | | | | | [II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm) | | | | | | 10-Q | | | 10.01 | | | February 2, 2016 | | | 000-16195 | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Second Amended and Restated [added: 2012] Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1003_350.htm) | | | | | | 10-Q | | | 10.03 | | | November 8, 2016 | | | 000-16195 | | |

| [removed: 10.14] [added: 10.15] | | | | | | [II-VI Incorporated Amended and Restated 2018 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm) | | | | | | S-8 | | | 99.1 | | | November 10, 2020 | | | 333-249995 | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated [added: Amended and Restated] 2018 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1001_18.htm) | | | | | | 10-Q | | | 10.01 | | | February 8, 2019 | | | 000-16195 | | |

| [removed: 10.17] [added: 10.28] | | | | | | [Form of Participation Agreement for the [removed: II-VI Incorporated] [added: Coherent Corp. Revised] Executive Severance [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex102.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000009/ex1004-formofparticipation.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | [removed: 10.2] [added: 10.04] | | | [removed: August 22, 2019] [added: May 7, 2024] | | | [removed: 000-16195] [added: 001-39375] | | |

| [removed: 10.18] [added: 10.23] | | | | | | [Form of Performance Share Unit Award Agreement (Cash Flow; [removed: Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103106302021.htm)] [added: Share-Settled) under the Coherent Corp. Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1006-psuagreementcoheren.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.31] [added: 10.06] | | | [removed: August 20, 2021] [added: February 6, 2024] | | | 001-39375 | | |

| [removed: 10.19] [added: 10.24] | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; [removed: Share-Settled)](https://www.sec.gov/Archives/edgar/data/820318/000082031821000017/ex-103206302021.htm)] [added: Share-Settled) under the Coherent Corp. Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1007-psuagreementcoheren.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.32] [added: 10.07] | | | [removed: August 20, 2021] [added: February 6, 2024] | | | 001-39375 | | |

| [removed: 10.20] [added: 10.17] | | | | | | [Coherent, Inc. [removed: 2011] Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465911026861/a11-11655_1ex10d1.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465920051611/tm2016811d1_ex99-1.htm)] | | | | | | S-8 | | | [removed: 10.1] [added: 99.1] | | | [removed: May 6, 2011] [added: April 27, 2020] | | | [removed: 333-174019] [added: 333-237855] | | |

| [removed: 10.22] [added: 10.18] | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Global Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/0000021510/000002151020000033/a102equityincentivepla.htm) | | | | | | 10-Q | | | 10.2 | | | August 12, 2020 | | | 001-33962 | | |

| [removed: 10.23] [added: 10.19] | | | | | | [Coherent, Inc. Equity Incentive Plan - Form of Performance Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/21510/000002151020000033/a103equityincentivepla.htm) | | | | | | 10-Q | | | 10.3 | | | August 12, 2020 | | | 001-33962 | | |

| [removed: 10.24] [added: 10.20] | | | | | | [2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465921010194/tm2030872d3_ex10-6.htm) | | | | | | 10-K/A | | | 10.6 | | | February 1, 2021 | | | 001-33962 | | |

| [removed: 10.25] [added: 10.29] | | | | | | [Employment Agreement, dated October 3, 2012, by and between II-VI Incorporated and Giovanni Barbarossa](https://www.sec.gov/Archives/edgar/data/820318/000156459015007628/iivi-ex1007_318.htm) | | | | | | 10-K | | | 10.07 | | | August 28, 2015 | | | 000-16195 | | |

| [removed: 10.26+] [added: 10.30+] | | | | | | [Agreement, dated October 4, 2018, by and between II-VI Incorporated and Walter R. Bashaw II](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1026-bobbashawconsulting.htm) | | | | | | [added: 10-K] | | | [added: 10.26] | | | [added: August 16, 2023] | | | [added: 001-39375] | | |

| [removed: 10.27] [added: 10.31] | | | | | | [Amended and Restated Employment Agreement, effective August 23, 2022, by and between II-VI Incorporated and Vincent D. Mattera, Jr.](https://www.sec.gov/Archives/edgar/data/820318/000119312522227538/d218421dex101.htm) | | | | | | 8-K | | | 10.1 | | | August 23, 2022 | | | 001-39375 | | |

| [removed: 10.28] [added: 10.33] | | | | | | [removed: [Employment Letter] [added: [Consulting] Agreement, dated [removed: January 7, 2022,] [added: June 12, 2023,] by and between [removed: II-VI Incorporated] [added: Coherent Corp.] and Mark [removed: Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031822000019/ex-103406302022.htm)] [added: Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1029-marksobeyconsulting.htm)] | | | | | | 10-K | | | [removed: 10.34] [added: 10.29] | | | August [removed: 29, 2022] [added: 18, 2023] | | | 001-39375 | | |

| 19.01+ | | | | | | [Coherent Corp. and its subsidiaries Insider Trading and Tipping Policy, effective September 25, [removed: 2018](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1901-insidertradingandti.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex1901-insidertradingandti.htm)] | | | | | | | | | | | | | | | | | |

| 21.01+ | | | | | | [List of Subsidiaries of Coherent [removed: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex210106302023.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex2101listofsubsidiaries06.htm)] | | | | | | | | | | | | | | | | | |

| 23.01+ | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex2301-accountingfirmxfy23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex2301-accountingfirmxfy24.htm)] | | | | | | | | | | | | | | | | | |

| 31.01+ | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3101-ceocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex3101-ceocertificationxfy.htm)] | | | | | | | | | | | | | | | | | |

| 31.02+ | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3102-cfocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex3102-cfocertificationxfy.htm)] | | | | | | | | | | | | | | | | | |

| 32.01+ | | | | | | [Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3201-ceosoxxfy2310xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex3201-ceosoxxfy2410xk.htm)] | | | | | | | | | | | | | | | | | |

| 32.02+ | | | | | | [Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex3202-cfosoxxfy2310xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex3202-cfosoxxfy2410xk.htm)] | | | | | | | | | | | | | | | | | |

| 10.03 | | | | | | [Amendment No. 2 to Credit Agreement, dated April 2, 2024, among Coherent Corp., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties party thereto](https://www.sec.gov/Archives/edgar/data/820318/000119312524085009/d794721dex101.htm) | | | | | | 8-K | | | 10.1 | | | April 3, 2024 | | | 001-39375 | | |

| 10.04 | | | | | | [Investment Agreement, dated as of October 10, 2023 by and between Silicon Carbide LLC and Denso Corporation](https://www.sec.gov/Archives/edgar/data/820318/000119312523253029/d561787dex101.htm) | | | | | | 8-K | | | 10.1 | | | October 10, 2023 | | | 001-39375 | | |

| 10.05 | | | | | | [Investment Agreement, dated as of October 10, 2023 by and between Silicon Carbide LLC and Mitsubishi Electric Corporation](https://www.sec.gov/Archives/edgar/data/820318/000119312523253029/d561787dex102.htm) | | | | | | 8-K | | | 10.1 | | | October 10, 2023 | | | 001-39375 | | |

| 10.21 | | | | | | [Coherent](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex101.htm)[,](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex101.htm) [Corp](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex101.htm)[. Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex101.htm) | | | | | | 8-K | | | 10.1 | | | November 13, 2023 | | | 001-39375 | | |

| 10.22 | | | | | | [Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1005-formofcoherentcorpx.htm) | | | | | | 10-Q | | | 10.05 | | | February 6, 2024 | | | 001-39375 | | |

| 10.25+ | | | | | | [Description of Incentive Programs](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex1025descriptionofincenti.htm) | | | | | | | | | | | | | | | | | |

| 10.26 | | | | | | [Coherent Corp. Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex102.htm) | | | | | | 8-K | | | 10.2 | | | November 13, 2023 | | | 001-39375 | | |

| 10.27 | | | | | | [Coherent Corp. Revised Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000009/ex1003-coherentcorprevised.htm) | | | | | | 10-Q | | | 10.03 | | | May 7, 2024 | | | 001-39375 | | |

| 10.32 | | | | | | [CEO Succession and Retirement Agreement, dated February 17, 2024, by and between Coherent Corp. and Dr. Vincent D. Mattera, Jr.](https://www.sec.gov/Archives/edgar/data/820318/000119312524039385/d700987dex101.htm) | | | | | | 8-K | | | 10.1 | | | February 20, 2024 | | | 001-39375 | | |

| 10.34 | | | | | | [Transition Services and Final Agreement, dated September 13, 2023, by and between Coherent Corp. and Mary Jane Raymond](https://www.sec.gov/Archives/edgar/data/820318/000119312523235505/d517089dex101.htm) | | | | | | 8-K | | | 10.1 | | | September 15, 2023 | | | 001-39375 | | |

| 10.35 | | | | | | [Offer Letter with Richard Martucci, dated September 13, 2023](https://www.sec.gov/Archives/edgar/data/820318/000119312523235505/d517089dex102.htm) | | | | | | 8-K | | | 10.2 | | | September 15, 2023 | | | 001-39375 | | |

| 10.36 | | | | | | [Offer Letter between James R. Anderson and Coherent Corp. dated May 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex101.htm) | | | | | | 8-K | | | 10.1 | | | June 3, 2024 | | | 001-39375 | | |

| 10.37 | | | | | | [Form of Award Agreement for Inducement RSUs](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex102.htm) | | | | | | 8-K | | | 10.2 | | | June 3, 2024 | | | 001-39375 | | |

| 10.38 | | | | | | [Form of Award Agreement for Inducement PSUs](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex103.htm) | | | | | | 8-K | | | 10.3 | | | June 3, 2024 | | | 001-39375 | | |

| 97.01+ | | | | | | [Coherent Corp. Compensation Recovery ("Clawback") Policy](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex9701coherentcorpcompensa.htm) | | | | | | | | | | | | | | | | | |

| 4.02 | | | | | | [Form of 6.00% Series A Mandatory Convertible Preferred Stock Certificate](https://www.sec.gov/Archives/edgar/data/820318/000082031820000023/ex-303063020statementw.htm) | | | | | | 10-K | | | 3.03 | | | August 26, 2020 | | | 001-39375 | | |

| 10.04 | | | | | | [Description of Bonus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/0000820318-96-000020.txt) | | | | | | 10-K | | | 10.14 | | | September 24, 1996 | | | 000-16195 | | |

| 10.05 | | | | | | [Description of Discretionary Incentive Plan (now known as the Goal/ Results Incentive Program)](https://www.sec.gov/Archives/edgar/data/820318/000119312509183649/dex1027.htm) | | | | | | 10-K | | | 10.27 | | | August 28, 2009 | | | 000-16195 | | |

| 10.16 | | | | | | [II-VI Incorporated Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312519226885/d786195dex101.htm) | | | | | | 8-K | | | 10.1 | | | August 22, 2019 | | | 000-16195 | | |

| 10.21 | | | | | | [Coherent, Inc. Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/21510/000110465920051611/tm2016811d1_ex99-1.htm) | | | | | | S-8 | | | 99.1 | | | April 27, 2020 | | | 333-237855 | | |

| 10.29+ | | | | | | [Consulting Agreement, dated June 12, 2023, by and between Coherent Corp. and Mark Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1029-marksobeyconsulting.htm) | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Chief Executive Officer and [removed: Chairman of the Board] [added: Director] | | |

| | | | | | | Principal Financial [removed: and Accounting] Officer: | | | | | | | | |

| | | | | | | | | | | | | [added: Interim] Chief Financial Officer and Treasurer | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Joseph J. Corasanti | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Howard H. Xia | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Shaker Sadasivam | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Enrico Digirolamo | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Michael L. Dreyer | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Patricia Hatter | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ David L. Motley | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Stephen Pagliuca | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Lisa Neal-Graves | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Stephen A. Skaggs | | |

| Date: August [removed: 18, 2023] [added: 16, 2024] | | | | | | By: | | | | | | /s/ Sandeep S. Vij | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ James R. Anderson | | |

| | | | | | | | | | | | | James R. Anderson | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ James R. Anderson | | |

| | | | | | | | | | | | | James R. Anderson | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ Richard Martucci | | |

| | | | | | | | | | | | | Richard Martucci | | |

| | | | | | | Principal Accounting Officer: | | | | | | | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ Ilaria Mocciaro | | |

| | | | | | | | | | | | | Ilaria Mocciaro | | |

| | | | | | | | | | | | | Senior Vice President, Chief Accounting Officer and Corporate Controller | | |

| | | | | | | | | | | | | Chairman of the Board | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ Elizabeth A. Patrick | | |

| | | | | | | | | | | | | Elizabeth A. Patrick | | |

| Date: August 16, 2024 | | | | | | By: | | | | | | /s/ Michelle Sterling | | |

| | | | | | | | | | | | | Michelle Sterling | | |

| | | | | | | | | | | | | Director | | |

| Date: August 18, 2023 | | | | | | By: | | | | | | /s/ Vincent D. Mattera Jr. | | |

| | | | | | | | | | | | | Vincent D. Mattera Jr. | | |

| Date: August 18, 2023 | | | | | | By: | | | | | | /s/ Mary Jane Raymond | | |

| | | | | | | | | | | | | Mary Jane Raymond | | |