Coherent (COHR) 10-K risk factor changes: FY2025 vs FY2024

Risks [removed: Relating] [added: Related] to Our [removed: Business] [added: Business, Operations] and [removed: Our] Industry

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

Our competitive position depends on our ability to develop new products and [removed: processes.][added: processes and may require significant investment.]

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 with sudden increases [added: and decreases] in market demand and other market developments and to address increasingly sophisticated customer [removed: requirements.][added: requirements in rapidly evolving technologies.]

[removed: The occurrence of any one or more] [added: Any] of the foregoing [removed: factors] [added: items] could have a material adverse effect on our business, results of operations, or financial condition.

Consequently, we expect to continue to consider strategic [removed: acquisition] [added: acquisitions] of businesses, products, or technologies complementary to our business.

We may be unable to successfully implement our acquisitions [removed: strategy or] [added: strategy,] integrate acquired companies and personnel with existing [removed: operations.][added: operations, or capitalize on any decision to strategically divest one or more current businesses.]

[removed: To the extent that we complete acquisitions, we] [added: We] may be unsuccessful in integrating acquired companies or product lines with existing operations, or [added: may fail to realize some or all of] the [added: anticipated benefits of an acquisition if the] integration [removed: may be] [added: process is] more difficult or more costly than anticipated.

- a significant negative financial result from the acquired company relative to our pre-acquisition [removed: expectations;][added: expectations, including potential unknown liabilities associated with the acquired company;]

- [removed: unexpected losses of] [added: retaining] key employees [added: and existing customers] of the acquired company;

[removed: ◦using] [added: - using] a significant portion of our available cash;

[removed: ◦issuing] [added: - issuing] equity securities, which would dilute current shareholders’ percentage ownership;

[removed: ◦incurring] [added: - incurring] significant debt;

[removed: ◦incurring] [added: - incurring] or assume contingent liabilities, known or unknown, including potential lawsuits, infringement actions, or similar liabilities;

[removed: ◦incurring] [added: - incurring] impairment charges related to goodwill or other intangibles; and

[removed: ◦facing] [added: - facing] antitrust or other regulatory inquiries or actions.

[removed: Any failure to successfully integrate acquired businesses] [added: These costs] may [removed: disrupt our business and] adversely impact our [removed: business,] results of [removed: operations, or] [added: operations and] financial condition.

[removed: The] [added: To the extent that we complete acquisitions, the] success of our acquisitions will depend in large part on our success in integrating the acquired operations, strategies, technologies, and personnel.

[removed: If we fail to meet the challenges involved] in successfully integrating any acquired operations or to otherwise realize any of the anticipated benefits of an acquisition, including any expected cost savings and synergies, our operations could be impaired.

- [removed: the integration of] [added: integrating] management teams, strategies, technologies and operations, products, [added: services,] and [removed: services;][added: corporate cultures;]

[removed: Any inability to respond in an effective and timely manner to issues in our global operations] [added: Tax-related matters] could have a material adverse effect on our business, results of operations, or financial [removed: condition.][added: condition.]

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

In certain circumstances, export control and economic sanctions [removed: regulations] [added: laws] may prohibit the export of certain products, services, and technologies.

We may be subject to adverse regulatory consequences, including government oversight of facilities and export transactions, monetary penalties, and other sanctions for [added: any] violations of these laws.

Additionally, failure to comply with the various regulatory requirements could subject us to significant fines, suspension of export privileges or [removed: disbarment.][added: debarment.]

[removed: We] [added: A significant portion of our business is subject to cyclical market factors and we] may fail to accurately estimate the size and growth rate of our markets and our customers’ demands.

[removed: Customers] [added: In addition, customers] may require rapid increases in production on short notice.

Our business is dependent on the demand for products produced by end-users of [removed: industrial,] communications, [removed: electronics, and] [added: industrial,] instrumentation [added: and electronics] markets.

[removed: Fluctuations] [added: As a result, downturns] in [removed: demand] [added: regional or worldwide economies] could have a material adverse effect on our business, results of [removed: operations] [added: operations,] or financial condition.

Some of our [removed: products, for example in the OLED display industry,] [added: products] require designs and specifications that are at the cutting-edge of available technologies and change frequently to meet rapidly evolving market demands.

[removed: Identifying alternative sources of supply for certain components could be] difficult and costly, result in management distraction in assisting our current and future suppliers to meet our and our customers’ technical requirements, and cause delays in shipments of our products while we identify, evaluate and test the products of alternative suppliers.

[removed: Our potential inability to internally produce hydrogen selenide] [added: Any of the effects described in this risk factor] could have a material adverse effect on our business, results of operations, or financial condition.

A significant failure of our internal production processes or our suppliers to deliver sufficient quantities of these necessary materials (including, in the case of rare earth minerals, as a consequence of their limited diminished [removed: availability)] [added: availability or as a result of export controls] on [added: such materials) on] a timely basis could have a material adverse effect on our business, results of operations, or financial condition.

The nature of [removed: this market requires] [added: these markets require] significant research and development expenses to participate, with substantial resources invested in advance of material sales of our products to our [removed: customers in this market.][added: customers.]

[removed: Additionally,] [added: Otherwise,] our product offerings may become [removed: obsolete] [added: less competitive] given the frequent introduction of alternative [added: or more cost-effective] technologies.

Global economic downturns may adversely affect our business, [removed: operating results,] [added: results of operations,] and financial condition.

[removed: Any economic downturn] [added: Legal, regulatory and administrative investigations, inquiries, proceedings, and claims] could have a material adverse effect on our business, results of operations, or financial [removed: condition.][added: condition.]

[removed: Furthermore, if] [added: If] we are unable to repay the amounts due and payable under the Credit Agreement, those lenders could proceed against the collateral granted to them to secure that indebtedness, which could force us into bankruptcy or liquidation.

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

[added: 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.

To compete effectively, we must continually address the challenges of dynamic and accelerating market trends and competitive developments.

or generate sales to offset the costs of development.

For example, the artificial intelligence industry is rapidly evolving, with continuous improvements in algorithms, software efficiencies and hardware capabilities.

Emerging AI technologies, such as those demonstrated by DeepSeek, may allow for complex AI operations to be executed with significantly less computing power than is currently required.

This reduction in computational intensity could decrease the demand for services provided by AI datacenters that are our customers.

and loss of reputation.

Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could impose significant costs on us.

Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations, or financial condition.

From time to time, we experience problems with nonconforming, defective, or incompatible products after we have shipped such products.

In recent periods, we have further diversified and expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application.

Our products and solutions may be deemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from our customers to us for costs incurred by the end user as a result of our customers’ products failing to perform as specified.

In addition, if our products and solutions perform critical functions in our customers’ products our potential liability may increase.

We could be adversely affected in several ways, including the following:

- we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;

- we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages; and

- we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers.

Downturns in regional or worldwide economies, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors, have harmed our business in the past and current and future downturns could also adversely affect our business.

Adverse economic conditions affect demand for our products and devices that incorporate our products, Reduced demand for these or other products could result in significant decreases in our product sales.

In addition, to the extent our customers have elevated inventory levels or are impacted by deterioration in credit markets, we may experience a decrease in short-term and/or long-term demand resulting in industry oversupply and declines in pricing for our products.

A deterioration of conditions in regional or worldwide credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures.

Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults.

Additionally, our current or future customers may experience cash flow problems and as a result may modify, delay, or cancel plans to purchase our products.

Any inability of our current or future customers to pay us for our products may adversely affect our earnings and cash flow.

Identifying alternative sources of supply for certain components could be

Significant political, trade, regulatory developments, and other circumstances beyond our control, including as a result of recently announced tariffs, could have a material adverse effect on our financial condition or results of operations.

We operate globally and sell or plan to sell our products in countries throughout the world.

Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in the U.S. federal administration, are difficult to predict and may have a material adverse effect on us.

Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations.

For example, in early 2025, the United States implemented significant new tariffs on foreign imports impacting multiple countries, commodities and industries, and these new tariffs and export restrictions also prompted retaliatory tariffs and export restrictions from certain countries.

As of June 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China.

Historically, tariffs have led to increased trade and political tensions and, to date, the outcome of the negotiations between the United States and the various countries is not yet clear.

Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.

Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations.

Our business is subject to various governmental regulations.

Compliance with these regulations may cause us to incur significant expense and failure to maintain compliance with applicable regulations could adversely affect our business.

Our business is subject to various domestic and international laws and other legal requirements, including ant-competition and import/export regulations, such as the U.S. Export Administration Regulations (“EAR”), and applicable executive orders.

These laws, regulations and orders are complex, may change frequently and with limited notice, and generally become more stringent over time.

The Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) has issued final rules under the EAR that restrict access by Huawei Technologies Co. Ltd. and certain of its affiliates (collectively, “Huawei”) to items produced domestically and abroad from certain U.S. technology, software, and equipment.

These rules prevent us from selling certain products subject to the EAR to identified Huawei entities without a license issued by BIS.

In January 2025, we received an inquiry from BIS concerning past product sales to Huawei; we are cooperating with BIS’s inquiry and conducting an internal review of those sales to determine what products are subject to the EAR and consequently restricted for export, reexport, and transfer when Huawei is a party to the transaction.

Investments in future markets of potential significant growth may not result in the expected return.

Our products may contain defects that are not detected until deployed, which could increase our costs, reduce our revenues, cause us to lose key customers, or expose us to litigation related to our products.

Some systems that use our products are inherently complex in design.

As a result of the technological complexity of our products, in particular our excimer laser annealing tools used in the display capital equipment market, changes in our or our suppliers’ manufacturing processes or the inadvertent use of defective materials by us or our suppliers could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability.

Our customers may also discover defects in our products after the products have been fully deployed and operated under peak stress conditions.

In addition, some of our products are combined with products from other vendors which may contain defects.

Should problems occur, it may be difficult to identify the source of the problem.

If we are unable to correct defects or other problems, we could experience, among other things, loss of customers, increased costs of product returns and warranty expenses, damage to our brand reputation, failure to attract new customers or achieve market acceptance, diversion of development and engineering resources, or legal action by our customers.

Our competitive position may require significant investments.

We have acquired several relatively large companies, including Finisar Corporation in September 2019 and Coherent, Inc. in July 2022.

We incurred substantial expenses related to the acquisition of Coherent, Inc. and we continue to incur substantial expenses related to the integration of Coherent, Inc. and its subsidiaries.

In addition, the market prices of our outstanding securities could be adversely affected if the effect of any acquisitions on our consolidated financial results is dilutive or is below the market’s or financial analysts’ expectations, or if there are unanticipated changes in the business or financial performance of the acquired or combined company.

Although we expect that our acquisitions will result in cost savings, synergies, and other benefits, we may not realize those benefits, or be able to retain those benefits even if realized.

We may fail to realize some or all of the anticipated benefits of an acquisition if the integration process takes longer than expected or is more costly than expected.

Potential difficulties that we may encounter in the integration process include:

- the disruption of ongoing businesses and distraction of their respective management teams from ongoing business concerns;

- the retention of, and possible decrease in business from, existing customers;

- the creation of uniform standards, controls, procedures, policies, and information systems;

- the reduction of the costs associated with combined operations;

- the integration of corporate cultures and maintenance of employee morale;

- the retention of key employees; and

- potential unknown liabilities associated with the acquired business.

The anticipated cost savings, synergies, and other benefits of any acquisition typically assume a successful integration of the acquired business and are based on projections and other assumptions, which are inherently uncertain.

Even if integration is successful, anticipated cost savings, synergies, and other benefits may not be achieved.

Our future success depends on continued international sales, and our global operations are complex and present multiple challenges to manage.

We anticipate that international sales will continue to account for a significant portion of our revenues for the foreseeable future.

The failure to maintain our current volume of international sales could materially affect our business, results of operations, financial condition, and/or cash flows.

We manufacture products in numerous countries worldwide.

Our operations vary by location and are influenced on a location-by-location basis by local customs, languages, and work practices, as well as different local weather conditions, management styles, and education systems.

In addition, multiple complex issues may arise concurrently in different countries, potentially hampering our ability to respond in an effective and timely manner.

Unexpected declines in customer demands can result in excess or obsolete inventory and additional charges.

A significant portion of our business may be subject to cyclical market factors.

As a result, demand for our products is subject to these cyclical fluctuations.

The long sales cycles for many of our products may cause us to incur significant expenses.

Customers often view the purchase of our products as a significant and strategic decision.

As a result, customers typically expend significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy design-in sales cycle.

While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customers’ needs.

We may also expend significant management efforts, increase manufacturing capacity and increase inventory of long lead-time components or materials prior to receiving an order.

Even after this evaluation process, a potential customer may not purchase our products.

As a result, these long sales cycles may cause us to incur significant expenses without ever receiving revenues to offset such expenses.

- Fiscal Year [removed: 2023] [added: 2025] Compared to Fiscal Year [removed: 2022][added: 2024]

On May 23, 2023, the Board of Directors approved the [removed: Company’s May] 2023 [removed: Restructuring] Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities.

These restructuring actions [removed: are expected to be accompanied by other cost reductions and are] [added: were] intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model.

We expect the restructuring actions to be substantially completed by the [removed: end of fiscal 2025.]

See Note [removed: 22.][added: 20.]

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

These relocations and other actions [removed: are expected to result] [added: resulted] in the Company achieving its previously announced $250 million synergy plan, which [removed: includes] [added: included] savings from supply chain management, internal supply of enabling materials and components, operational efficiencies in all functions due to scale, global functional model efficiencies and consolidation of corporate costs.

[removed: The Equity Investments] [added: Such funds have and will continue to be used primarily to fund future capital expansion] in [removed: Silicon Carbide enables Coherent] [added: our silicon carbide business and will enable us] to increase [removed: its] [added: our] available free cash flow to provide greater financial and operational flexibility to execute [removed: its] [added: our] capital allocation [removed: priorities, as the aggregate $1 billion investment will be used to fund future capital expansion of Silicon Carbide.][added: priorities.]

See Note [removed: 12.][added: 21.]

[removed: Noncontrolling Interests][added: | Net loss attributable to noncontrolling interests | | | | | | (19) | | | | | | — | | | | | | (3) | | | | | | — | | |]

[added: Noncontrolling Interests to the Company’s Consolidated Financial Statements] included in Item 8 of this Annual Report on Form 10-K for further [removed: information on the noncontrolling interests in our Silicon Carbide subsidiary.][added: information.]

For fiscal year [removed: 2024,] [added: 2025,] we performed a quantitative assessment.

The [removed: Organization for Economic Co-operation and Development (“OECD”),] [added: 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.

| [removed: | | | | | |] Year Ended June [removed: 30, 2024] [added: 30,] | | | | | | [added: 2025] | | | | | | [removed: Year Ended June 30, 2023] [added: 2024] | | | | | | [added: 2023] | | |

| [removed: Internal research] [added: Research] and development | | | | | | 479 | | | | | | 10 | | | | | | 500 | | | | | | 10 | | |

| Income [removed: Tax Benefit] [added: tax expense (benefit)] | | | | | | 11 | | | | | | — | | | | | | (96) | | | | | | (2) | | |

| Net loss attributable to noncontrolling interests | | | | | | (3) | | | | | | — | | [removed: %] | | | | — | | | | | | — | | [removed: %] |

Revenues. Revenues for the year ended June 30, 2024 decreased 9% to $4,708 million, compared to $5,160 million for [removed: the prior] fiscal [removed: year.][added: 2023.]

From a segment perspective, Materials decreased $333 million [removed: year-over-year,] [added: from fiscal 2023,] 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 [removed: year-over-year,] [added: from fiscal 2023,] 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 [removed: year-over-year] [added: from fiscal 2023] 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.

Gross margin. Gross margin for the year ended June 30, 2024 was $1,456 million, or [removed: 30.9%,] [added: 31%,] of total revenues, compared to $1,618 million, or [removed: 31.4%] [added: 31%] of total revenues, for fiscal 2023, a slight decrease of 43 basis points.

[removed: Internal research] [added: Research] and development. [removed: Internal research] [added: Research] and development [removed: (“IR&D”)] [added: (“R&D”)] expenses for the fiscal year ended June 30, [removed: 2024] [added: 2025] were [removed: $479] [added: $582] million, or 10% of revenues, compared to [removed: $500] [added: $479] million, or 10% of revenues, last fiscal year.

[removed: The IR&D expenses are] primarily related to our continued investment in new products and platform technologies in an effort to accelerate our organic growth across all of our businesses, including significant investments in datacom transceivers for AI, indium phosphide and gallium arsenide semiconductor lasers, silicon carbide materials, and lasers for display processing, semiconductor capital equipment, and instrumentation.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the year ended June 30, 2024 were $854 million, or 18% of revenues, compared to $1,037 million, or 20% of revenues, [removed: last] [added: for] fiscal [removed: year.][added: 2023.]

Restructuring Charges. Restructuring charges related to our [removed: Restructuring] [added: 2023] 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 [removed: Restructuring] [added: 2023] 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.

Interest and other, net. Interest and other, net for the year ended June 30, 2024 was expense of $244 million compared to expense of $318 million [removed: last] [added: for] fiscal [removed: year,] [added: 2023,] a decrease of $75 million.

Income taxes. Our effective income tax rate for fiscal 2024 was (8)%, compared to an effective tax rate of 27% [removed: last] [added: for] fiscal [removed: year.][added: 2023.]

Revenues and [removed: operating income] [added: segment profit] for our reportable segments are discussed below.

Management believes [removed: operating income] [added: segment profit] to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance.

See Note [removed: 15.][added: 20.]

Segment and Geographic Reporting to the Company’s Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information on the Company’s reportable segments and for the reconciliation of [removed: operating income] [added: the Company’s segment profit] to [removed: net earnings,] [added: earnings (loss) before income taxes,] which is incorporated herein by reference.

Revenues for the year ended June 30, 2024 for Networking decreased 2% to $2,296 million, compared to $2,341 million for [removed: last] fiscal [removed: year.][added: year 2023.]

[removed: Operating income] [added: Revenues] for the [added: fiscal] year ended June 30, [removed: 2024] [added: 2025] for [removed: Networking] [added: Materials] decreased [removed: 20%] [added: 6%] to [removed: $179] [added: $954] million, compared to [removed: operating income] [added: revenues] of [removed: $222] [added: $1,017] million last fiscal year.

The decrease in [removed: operating income] [added: segment profit] for fiscal 2024 was driven by $45 million lower revenues and lower margin [removed: percentage partially offset by lower restructuring charges.][added: percentage.]

Revenues for the fiscal year ended June 30, 2024 for Materials decreased 25% to $1,017 million, compared to revenues of $1,350 million [removed: last] [added: for] fiscal [removed: year.][added: year 2023.]

The decrease in revenues during [removed: the current] fiscal [removed: year] [added: 2024] was primarily related to a decrease of $265 million in the electronics market mostly due to lower volumes in our consumer electronics vertical largely due to a design change implemented by a significant electronics customer, partially offset by higher shipments in our automotive vertical driven by electric vehicles, as well as decreases in shipments to a lesser extent derived from macroeconomic conditions in our precision manufacturing and semiconductor capital equipment verticals in the industrial market.

[removed: Operating income] [added: Segment profit] for the fiscal year ended June 30, [removed: 2024] [added: 2025] for Materials [removed: decreased 61%,] [added: increased 19%,] with [removed: operating income] [added: segment profit] of [removed: $63] [added: $355] million in the current year, compared to [removed: operating income] [added: segment profit] of [removed: $160] [added: $297] million last fiscal year.

| Revenues | | | | | | $ | 1,395 | | | | | $ | 1,469 | | | | | [removed: (5)] [added: (5)%] | | [removed: %] |

- Trends and Other Matters Affecting our Business

For an overview of our business, see Part I - Item 1.

Business - General Description of Business of this Annual Report on Form 10-K for further information.

Trends and Other Matters Affecting our Business

*Industry Conditions*

Throughout fiscal 2025, we experienced stronger demand in our Communications market.

The increase in the number of hyperscale and other cloud customers building AI datacenters and in the number and size of their AI datacenter buildouts drove demand for our datacenter transceivers.

Strong demand for our new ZR/ZR+ transceiver products along with growing demand for traditional telecom transport products drove increased volumes for our telecom and other communications solutions.

Additionally, within our Industrial market, we were able to grow our industrial lasers products and services revenue in the face of relatively weak overall industrial end demand.

Our revenue growth in these portions of the Industrial market is a result of our focus on higher demand applications within the Industrial market, including display and semiconductor capital equipment.

*Restructuring Plans*

2023 Plan

In fiscal 2025, these activities resulted in charges of $53 million, primarily for impairment losses associated with the sale of our Newton Aycliffe business, impairment of right-of-use (“ROU”) assets, employee termination costs, site move costs and accelerated depreciation.

2025 Plan

Commencing in the quarter ended March 31, 2025, and as part of the ongoing strategic review of the Company’s business, the Company’s management approved the 2025 Plan to take a number of restructuring actions, including site consolidations, facilities moves and closures, workforce reductions, contract terminations, and certain other associated cost reductions.

In fiscal 2025, these activities resulted in $107 million of charges primarily for the write-off of property and equipment and ROU assets, employee and contract termination costs.

end of fiscal 2026.

In fiscal 2025, the acceleration of these activities resulted in $17 million of charges primarily for overlapping labor related to transition of manufacturing operations to other sites, shut down costs and employee termination costs.

*Impairment of Assets Held-for-Sale*

In the fourth quarter of fiscal 2025, management entered into non-binding agreements to sell several entities.

As a result of classifying these entities as held-for-sale, we recorded non-cash impairment charges of $85 million to Impairment of assets held-for-sale in our Consolidated Statements of Earnings (Loss) in the fourth quarter of fiscal 2025 to reduce our carrying value in these entities to fair value.

*Macroeconomic Conditions - Tariffs*

In early 2025, the United States implemented significant new tariffs on foreign imports impacting multiple countries, commodities and industries, and these new tariffs and export restrictions also prompted retaliatory tariffs and export restrictions from certain countries.

As of June 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China.

China has also restricted the export of certain rare earth minerals which are used in our products.

These tariffs, trade sanctions, and/or restrictions on the export of certain rare earth minerals which are used in our products did not have a material impact on our business, financial condition, operational results and/or cash flows in fiscal 2025 nor do we expect them to have a material impact on our business, financial condition, operational results and/or cash flows in fiscal 2026.

As a global company with a substantial and diversified manufacturing footprint our diverse manufacturing footprint provides us with some insulation against these tariffs, trade sanctions, and other geopolitical challenges.

Our geographically diverse supply chain combined with the internal production of many of our most critical technology in-feeds provides adaptability and optionality that benefits our customers.

As the tariff, trade sanctions, and export restrictions become more clear, we expect these attributes will enable us to find opportunities to moderate their impact.

However, we are in a dynamic geopolitical environment, and we are not immune to any sustained disruption in global trade conditions which may create future headwinds for the Company and could result in revenue reduction, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, operational results and cash flows.

| Gross margin | | | | | | 2,043 | | | | | | 35 | | | | | | 1,456 | | | | | | 31 | | |

| Research and development | | | | | | 582 | | | | | | 10 | | | | | | 479 | | | | | | 10 | | |

| Impairment of assets held-for-sale | | | | | | 85 | | | | | | 1 | | | | | | — | | | | | | — | | |

| Net earnings (loss) attributable to Coherent Corp. | | | | | | $ | 49 | | | | | 1 | | % | | | | $ | (156) | | | | | (3) | | % |

Revenues increased $1,162 million, or 51%, in the communications market, with increases in datacom driven primarily by ongoing strong AI datacenter demand and growth in our telecom revenue due to higher demand in the data center interconnect and the telecom transport markets.

In our remaining markets, revenue decreased $60 million, or 2%.

Within these markets, revenue growth in display capital equipment and in semiconductor capital equipment volumes was more than offset by soft demand due to the macroeconomic environment in broad-based industrial end markets, including decreases in demand in our Silicon Carbide business, which was consistent with softer end market demand in the automotive market.

From a segment perspective, Networking revenues increased $1,126 million year-over-year, due to strong AI datacenter demand in our communications market and the growth in telecom.

Lasers revenue increased $40 million year-over-year reflecting higher volumes of annealing lasers in our display capital equipment market partially offset by continued soft demand in precision manufacturing.

Materials decreased $63 million year-over-year, primarily due to softness in the Silicon Carbide business.

- Forward-Looking Statements

- Restructuring and Site Consolidation

- Silicon Carbide Investment

- Conversion of Series A Preferred Stock

Forward-Looking Statements

Certain statements contained in this MD&A are forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure.

Forward-looking statements are also identified by words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “projects” or similar expressions.

Although our management considers these expectations and assumptions to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.

In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Annual Report on Form 10-K include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed herein at Item 1A.

The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, or to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement.

The forward-looking statements included in this Annual Report on Form 10-K are based only on information currently available to us and speak only as of the date of this Report.

We do not assume any obligation, and do not intend to, update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws.

Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.

Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws.

Investors should not assume that the Company agrees with any statement, conclusion of any analysis, or report issued by any analyst irrespective of the content of the statement or report.

Coherent Corp. (“Coherent”, the “Company,” “we,” “us” or “our”), a global leader in materials, networking, and lasers, is a vertically integrated manufacturing company that develops, manufactures, and markets engineered materials, optoelectronic components and devices, and lasers for use in the industrial, communications, electronics and instrumentation markets.

Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide.

Coherent produces a wide variety of lasers, along with application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to enable its customers.

We generate almost all of our revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products and services for our end markets.

We also generate revenue, earnings and cash flows from 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 our end markets.

As we grow, we are focused on scaling our Company and deriving the continued benefits of vertical integration as we strive to be a best-in-class player in all of our highly competitive markets.

We may elect to change the way in which we operate or are organized in the future to enable the most efficient implementation of our strategy.

Restructuring and Site Consolidation

*Restructuring Plan*

Silicon Carbide Investment

On May 10, 2023, the Company announced that it had commenced a review of strategic alternatives for its Silicon Carbide business.

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.

Conversion of Series A Preferred Stock

All outstanding shares of Mandatory Convertible Preferred Stock were converted to Company Common Stock on July 3, 2023, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding.

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

| Operating income | | | | | | $ | 179 | | | | | $ | 222 | | | | | (20) | | % |

The restructuring charges decreased $60 million due to lower charges for employee terminations related to our Restructuring Plan.

| Operating income | | | | | | $ | 63 | | | | | $ | 160 | | | | | (61) | | % |

The decrease in operating income during the current fiscal year was driven by $333 million lower revenues and higher costs for sites being shutdown, partially offset by $33 million lower restructuring charges, primarily severance, related to our Restructuring Plan and $33 million charges in fiscal 2023 for impairment of certain tradename, customer list and technology intangibles.

| Operating income | | | | | | $ | (146) | | | | | $ | (419) | | | | | (65) | | % |

The lower operating loss was driven by $312 million lower costs in the current year compared to the prior year related to the Merger, including $158 million lower amortization of the fair value step-up on acquired inventory, $83 million lower amortization expense related to the fair value of intangible assets acquired, $39 million lower transaction fees and financing, $18 million lower nonrecurring share-based compensation and $14 million lower integration costs.

In the normal course of business, we [added: have the option to] 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 Dollar and Korean Won.

As of June 30, [removed: 2024,] [added: 2025,] our total borrowings include variable rate borrowings, which expose us to changes in interest rates.

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: $33] [added: $30] million for the year ended June 30, [removed: 2024.][added: 2025.]

As of September 30, 2024, after weighing the costs and benefits of hedging foreign exchange risks on our global balance sheets, we paused our balance sheet hedging program indefinitely.

We continue to analyze these risks and the costs and benefits inherent in a hedging program.

The interest rate swap expired on September 24, 2024.

On September 1, 2024, we increased the notional amount from $500 million to $1,500 million.

No significant changes have occurred in the techniques and instruments used.

Coherent Corp. (“Coherent,” the “Company,” “we,” “us,” or “our”), [removed: a global leader in materials, networking, and lasers,] is a vertically integrated manufacturing company that develops, manufactures, and markets [removed: engineered materials, optoelectronic components] [added: lasers, transceivers,] and [added: other optical and optoelectronic] devices, [added: modules,] and [removed: lasers] [added: systems, as well as engineered materials,] for use in the [removed: industrial,] communications, [removed: electronics, and] [added: industrial,] instrumentation [added: and electronics] markets.

The following defined terms are used in this Annual Report on Form 10-K: artificial intelligence (AI); [added: artificial reality (AR);] bismuth telluride (Bi2Te3); [removed: cadmium telluride (CdTe);] carbon dioxide (CO2); chemical vapor deposition [removed: (CVD) of materials including diamond;] [added: (CVD);] continuous wave (CW); [added: co-packaged optics (CPO);] datacenter interconnect (DCI); [removed: dense wavelength division multiplexing (DWDM); diversity, equity, and inclusion (DEI);] [added: directly modulated laser (DML); deep ultraviolet (DUV); digital signal processor (DSP);] edge-emitting [removed: lasers (EELs);] [added: laser (EEL); electron-absorption modulated laser (EML);] 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); [removed: Geostationary Operational Environment Satellite Program (GOES);] gigabit per second [removed: (Gbps);] [added: (G);] high-definition multimedia interface (HDMI); high-electron-mobility transistor (HEMT); indium phosphide (InP); infrared (IR); integrated circuit (IC); intellectual property (IP); kilowatt (kW); light detection and ranging (LiDAR); [added: light-emitting diode (LED);] liquid crystal (LC); liquid crystal on silicon (LCoS); machine learning (ML); metal-oxide-semiconductor field-effect transistor (MOSFET); [removed: millimeters] [added: millimeter] (mm); [removed: nanometers] [added: nanometer] (nm); near-infrared (NIR); [removed: optical channel monitor (OCM); optoelectronic chip hybrid integration platform (OCHIP);] [added: optically pumped semiconductor laser (OPSL); organic light-emitting diode (OLED);] original equipment manufacturer (OEM); [removed: optical time-domain reflectometer (OTDR);] [added: polymerase chain reaction (PCR); printed circuit board (PCB);] radio frequency (RF); reconfigurable optical add/drop multiplexer (ROADM); research and development (R&D); silicon carbide (SiC); terabit per second [removed: (Tbps);] [added: (T);] three-dimensional (3D); [added: two-dimensional (2D); transimpedance amplifier (TIA);] ultraviolet (UV); vertical-cavity surface-emitting laser (VCSEL); virtual reality (VR); [added: watt (W);] wavelength selective switching (WSS); zinc selenide (ZnSe); and zinc sulfide (ZnS).

[removed: We develop, manufacture, and market engineered materials, optoelectronic components] [added: Coherent develops, manufactures,] and [removed: devices,] [added: markets lasers, transceivers,] and [added: other] optical and [removed: laser systems] [added: optoelectronic devices, modules,] and [removed: subsystems] [added: systems, as well as engineered materials,] for use in [removed: the industrial,] communications, [removed: electronics, and] [added: industrial,] instrumentation [removed: markets.][added: and electronics applications.]

We generate [removed: almost] [added: nearly] all of our revenues, earnings, and cash flows from developing, manufacturing, and marketing a [removed: broad portfolio] [added: wide range] of products and services for our end markets.

The Lasers segment’s lasers and optics products serve industrial customers in [added: both] semiconductor and display capital [removed: equipment,] [added: equipment and] precision manufacturing, and [removed: aerospace & defense, as well as] instrumentation customers in life sciences and scientific [removed: devices.][added: instrumentation.]

[removed: In connection with the acquisition of Coherent, Inc., effective July 1, 2022,] [added: For fiscal year 2025,] the [removed: Company realigned its] [added: Company’s] organizational structure [added: was aligned] into three reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Networking, [removed: previously referred to as our Photonic Solutions segment;] (ii) Materials, [removed: previously referred to as our Compound Semiconductors segment;] and (iii) Lasers.

Financial data regarding our revenues, results of operations, reporting segments, and international sales for the three years ended June 30, [removed: 2024,] [added: 2025,] are set forth in the Consolidated Statements of Earnings (Loss) and in Note 14.

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

In addition to sales offices co-located at [removed: most] [added: many] of our manufacturing sites, we have sales and marketing [removed: subsidiaries] [added: subsidiaries,] in [added: alphabetical order, in] Belgium, Canada, [removed: China,] France, [removed: Germany,] Israel, Italy, Japan, the Netherlands, [removed: South Korea, Spain, Switzerland, Taiwan,] and [removed: the United Kingdom.][added: Taiwan.]

[removed: -] *Our People*.

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

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

As of June 30, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 26,000] [added: 30,000] employees worldwide.

| Manufacturing | | | [removed: 21,645] [added: 25,210] | | | 83% | | |

| Research and development | | | [removed: 2,268] [added: 2,660] | | | 9% | | |

| Sales, general and administrative | | | [removed: 2,244] [added: 2,346] | | | 8% | | |

| Total: | | | [removed: 26,157] [added: 30,216] | | | 100% | | |

[removed: -] *Occupational Health and Safety*.

[removed: -] *Talent Acquisition, [added: Employee] Development, and [removed: Training*.][added: Learning*.]

Hiring talented individuals and continuing to develop [removed: them] [added: our employees] are critical to our [removed: operations, and we are focused on creating experiences and programs that foster growth and performance.][added: operations.]

We have a robust succession-planning process that identifies internal candidates for [removed: development.][added: development to build a talent funnel for our leadership pipelines.]

[removed: -] *Total Rewards.* Our Total Rewards offerings are designed to:

[removed: ◦Provide] [added: - Provide] a market-competitive total rewards package that attracts, motivates, rewards, and retains top talent

[removed: ◦Balance] [added: - Balance] fixed costs (benefits and base pay) and variable costs (bonus and equity)

[removed: ◦Provide] [added: - Provide] pay for performance, linked to company and individual performance

[removed: ◦Ensure] [added: - Ensure] strong governance practices, and

[removed: ◦Align] [added: - Align] with the interests of our shareholders

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

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

[removed: - *Diversity] [added: *Inclusion] and [removed: Inclusion*.][added: Belonging*.]

We hold an expectation for all leaders and employees to engage with one another in a manner that is dignified, fair, and [removed: respectful.][added: respectful, and we continue to identify ways to highlight different perspectives.]

Our global footprint is diverse, with approximately [removed: 18,078] [added: 22,340] employees in the Asia-Pacific region, [removed: 3,690] [added: 3,640] in Europe, and [removed: 4,389] [added: 4,236] in the Americas.

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

The ability to [removed: produce, process, and refine] [added: produce] these complex materials, and to control their quality and in-process yields, is an expertise of the Company that is critical to our customers.

None of the information on, or accessible through, [removed: Coherent’s] [added: our] website is part of this Annual Report on Form 10-K, nor is it incorporated herein by reference.

These include [removed: integrated circuits, digital signal processors,] [added: ICs, DSPs,] mechanical housings, and optical components, and we commonly refer to them as raw materials.

[removed: The] [added: For fiscal year 2025, the] Company reports its results in three reporting segments: (i) Networking, (ii) Materials, and (iii) Lasers.

The Networking segment leverages [removed: Coherent’s] [added: our] compound semiconductor technology platforms and deep knowledge of end-user applications for its key end markets to deliver differentiated [removed: components] [added: components, modules,] and subsystems.

Each of these [removed: business units] [added: segments] develops and markets [added: key] products as described below.

[removed: | Networking | | | | | |][added: Networking]

Coherent has broad technical expertise and a deep technology stack in areas of importance to our products, including materials growth and fabrication of specialty materials, semiconductor lasers, passive optics including isolators, transceivers, transport equipment, high power lasers for semiconductor capital equipment, display manufacturing, precision manufacturing, and scientific research.

Many of our products include custom integrated software that we develop internally, leveraging our deep domain expertise.

See below for a more detailed description of each of these segments.

Effective July 1, 2025 for our fiscal year 2026, the Company realigned its organizational structure into two reporting segments: (i) Datacenter and Communications, and (ii) Industrial.

The Company will report financial information for these new reporting segments in fiscal 2026 for periods commencing on July 1, 2025.

Our principal U.S. production and R&D operations, in alphabetical order, are located in California, Connecticut, Delaware, New Jersey, Pennsylvania, and Texas.

We believe our diverse manufacturing base sets us apart, especially at a time when supply chain resiliency is strongly valued by our customers.

Globally, as of June 30, 2025, approximately 45% of the workforce are women.

In connection with universities, we are focused on an internship and apprentice program that builds our early career hire talent pool.

Overall, our key differentiators are our deep technology expertise combined with our ability to deliver volume solutions at scale.

We use rare-earth materials in some of our production processes.

Like with other materials, we are constantly working to strengthen and diversify our supply chain for resilience.

These strategies include maintaining additional buffer stocks and securing multiple sources to ensure resilience.

- Transceivers, systems, subsystems, modules, components, optics, and semiconductor devices for datacenter and communications applications.

- Engineered materials, laser optics, thermoelectric components, and advanced ceramic and metal-matrix composite materials and products.

- VCSELs, EELs, pump lasers, high-power lasers for materials processing, and ICs.

- Excimer lasers, solid-state lasers, CO2 lasers, and laser systems for a variety of industrial applications, including semiconductor capital equipment, display manufacturing, precision manufacturing, and scientific research.

- Laser systems and subsystems.

For fiscal year 2025, we report revenues of our business segments in the following markets: communications, industrial, instrumentation and electronics.

Effective July 1, 2025, for our fiscal year 2026, the Company realigned its organizational structure into two reporting segments which mirror the markets that they report into: (i) Datacenter and Communications, and (ii) Industrial.

*•Datacom Market Vertical.* We have been experiencing significant growth in AI and ML in the datacom market vertical.

We have in-house laser design and manufacturing capability for GaAs-based VCSELs, InP-based DMLs, EMLs, and CW lasers.

Our portfolio also includes silicon photonics and a broad array of CPO-enabling technologies.

Our Telecom products include coherent transmission components and transceivers as well as transport products such as 980 nm and 14xx pump lasers, erbium-doped fiber amplifiers, passive components, OCM, OTDR, ROADM and Optical line systems.

Our lasers are widely used in various semiconductor processes such as solid-state lasers and excimer lasers for semiconductor inspection tasks, and CO2 lasers for wafer annealing.

*•Display Capital Equipment Market Vertical.* Our excimer laser-based annealing systems can improve precision, combining high-spatial precision and selectivity for LTPS OLED display production.

Our CO2 lasers and UV ultrashort-pulsed lasers are used for cutting applications.

These systems are sold to universities and research institutions across the globe for applications such as neuroscience and optogenetics.

These substrates are utilized by

| Datacom transceivers and components for datacom transceivers | | | 800G/1.6T transceivers, CPO, VCSELs, EMLs, silicon photonics, ICs, isolators, and thermoelectric coolers; 400G/lane components supporting 3.2T and 6.4T. | | |

| High-power lasers and semiconductor lasers | | | Increase output power and reliability of EEL diodes, VCSELs, InP lasers, and detectors for a variety of applications across our markets. | | |

| Ultrafast fiber lasers | | | Continue to develop industrial femtosecond fiber lasers for semiconductor capital equipment and display manufacturing. | | |

| Optically pumped semiconductor lasers | | | Continue to broaden the product portfolio of CW, visible, and ultraviolet OPSLs. | | |

| CO2 lasers | | | Continue to develop CO2 lasers used in industrial applications. | | |

He brings over 25 years of experience in the technology and semiconductor industries, with a strong track record in innovation-driven businesses.

Mr. Anderson currently serves on the Board of Directors of Applied Materials, Inc., where he was appointed in July 2025.

He also sits on the Americas Executive Board for the MIT Sloan School of Management and the U.S.-Japan Business Council.

From 2019 to 2025, he was also President of the Materials Segment.

Previously, Dr. Barbarossa was the President and Chief Executive Officer of Avanex Corporation until its merger with Bookham plc.

into Oclaro, Inc., of which he was a member of the Board of Directors from 2009 to 2012.

We use advanced engineered materials growth technologies and proprietary high-precision fabrication, microassembly, optical thin-film coating, and electronic integration to manufacture complex optoelectronic devices and modules.

Our products are deployed in a variety of market verticals, including precision manufacturing, aerospace & defense, semiconductor capital equipment, display capital equipment, telecommunication (telecom) networks, data communication (datacom) networks, consumer electronics, automotive, wireless, life sciences, and scientific research.

We also generate revenues, earnings, and cash flows from externally funded R&D 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, and manufacturers of equipment and devices for our end markets.

Through R&D investments and our strategic acquisitions, we have expanded our portfolio of materials and product platforms.

We have a strong core competency in bulk and epitaxial crystal growth.

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 and functionalized with smooth or structured surfaces or patterned metallization.

Proprietary processes developed at our global optical coating centers differentiate our products’ durability against high-energy lasers and extreme operating environments.

Optical coatings also provide the desired spectral characteristics, ranging from the ultraviolet to the far-infrared.

We leverage these capabilities to deliver miniature to large-scale precision optical assemblies, including those in combination with thermal-management components, integrated electronics, and software.

We also offer a broad portfolio of compound semiconductor lasers that are used in a variety of applications in our end markets.

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

We are a major supplier of silicon carbide substrates for the power electronics and the wireless mobile markets.

We continue to improve our operational capabilities, develop next-generation products, and invest in new technology platforms to drive growth in the short and the long term.

With our strategic focus on fast-growing and sustainable markets, we pursue our mission of enabling the world to be safer, healthier, closer, and more efficient, and strive to attain our vision of a world transformed through innovations vital to a better life today and the sustainability of future generations.

Acquisition and Background of Coherent, Inc.

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

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).

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

Effective July 1, 2022, the Company reports financial information for these three segments.

Backlog

We define our backlog as bookings that have not been converted to revenues by the end of the reporting period.

As of June 30, 2024, our backlog was approximately $2.6 billion, compared with approximately $2.7 billion as of June 30, 2023.

Our workplace is defined by our people.

As a result, our human capital strategies are core to the long-term sustainability and success of the Company.

We believe that our efforts in managing our workforce have been effective, as evidenced by a strong culture and a good relationship between the Company and our employees.

Our Leadership Academy offers global development programs for our people leaders to enhance their capabilities.

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

Our global internship programs also welcome a new talent pipeline.

◦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

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.

for the fiscal year ended June 30, [removed: 2024][added: 2025]

Aggregate market value of outstanding common stock, no par value, held by non-affiliates of the Registrant at December 31, [removed: 2023,] [added: 2024,] was approximately [removed: $6,559,717,307] [added: $14,625,992,855] 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: 13, 2024,] [added: 11, 2025,] was [removed: 153,300,385.][added: 155,805,474.]

Portions of the registrant’s definitive proxy statement, which will be issued in connection with the [removed: 2024] [added: 2025] 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: 2025] [added: 2026] 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.

*Risks [removed: Relating] [added: Related] to Our [removed: Business] [added: Business, Operations] and [removed: Our] Industry*

- Our competitive position depends on our ability to develop new products and [removed: processes.][added: processes and may require significant investment.]

- We may be unable to successfully implement our acquisitions [removed: strategy or] [added: strategy,] integrate acquired companies and personnel with existing [removed: operations.][added: operations, or capitalize on any decision to strategically divest one or more current businesses.]

- [removed: We] [added: A significant portion of our business is subject to cyclical market factors and we] may fail to accurately estimate the size and growth rate of our markets and our customers’ demands.

- Global economic downturns may adversely affect our business, [removed: operating results,] [added: results of operations,] and financial condition.

- We contract with a number of large end-user service providers and product companies that have considerable bargaining power, which may require us to agree to terms and conditions that could have an adverse effect on our [removed: business or ability to recognize revenues.]

[removed: - Some of our business units depend from time to time on large purchases from a few large customers, and any] [added: Any] loss, cancellation, reduction, or delay in purchases by these large customers could harm the longevity of [removed: the] [added: our] business.

- The trading [removed: prices for] [added: price of] our common stock [removed: have been volatile in the past] [added: has been,] and may [removed: be volatile in the future.][added: continue to be, volatile.]

business or ability to recognize revenues.

- Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could impose significant costs on us.

- Significant political, trade, regulatory developments, and other circumstances beyond our control, including as a result of recently announced tariffs, could have a material adverse effect on our financial condition or results of operations.

- Our business is subject to various governmental regulations.

Compliance with these regulations may cause us to incur significant expense and failure to maintain compliance with applicable regulations could adversely affect our business.

- We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of Artificial Intelligence (“AI”).

*Risks Related to Intellectual Property and Litigation*

- Legal, regulatory and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.

*Risks Related to Laws and Regulations*

- Government actions and regulations, such as export restrictions, tariffs, and trade protection measures, may limit our ability to sell our products to certain customers or markets, or could otherwise restrict our ability to conduct operations.

- We are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations, which may have a material adverse effect on our business, results of operations, or financial condition.

- Our operations are subject to environmental, health and safety risks and requirements which could adversely affect our business, results of operations and reputation.

- Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.

*Risks Related to Capitalization and Financial Markets*

- Investments in future markets of potential significant growth may not result in the expected return.

- Our products may contain defects that are not detected until deployed, which could increase our costs, reduce our revenues, cause us to lose key customers, or expose us to litigation related to our products.

- Our competitive position may require significant investments.

- Although we expect that our acquisitions will result in cost savings, synergies, and other benefits, we may not realize those benefits, or be able to retain those benefits even if realized.

- Our future success depends on continued international sales, and our global operations are complex and present multiple challenges to manage.

- A significant portion of our business may be subject to cyclical market factors.

- The long sales cycles for many of our products may cause us to incur significant expenses.

- We have entered into supply agreements that commit us to supply products on specified terms.

- We participate in the semiconductor capital equipment market, which requires significant research and development expenses to develop and maintain products, and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.

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

- Changes in trade policies, such as increased import duties, could increase the costs of goods imported into the United States or China.

- A widespread health crisis could materially and adversely affect our business, financial condition, and results of operations.

- Inflation and increased borrowing costs could impact our cash flows and profitability.

- Our current credit agreement and any other credit or similar agreements into which we may enter in the future may restrict our operations, particularly our ability to respond to changes or to take certain actions regarding our business.

- Our global operations are subject to complex and rapidly changing legal and regulatory requirements.

- We may face particular data privacy and security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data.

- Data breaches and other events and incidents that impact the confidentiality, availability, and integration of information and assets could disrupt our operations, subject us to legal claims, and impact our financial results.

- We use and generate potentially hazardous substances that are subject to stringent environmental and safety regulations.

- Unfavorable changes in tax rates, tax liabilities, or tax accounting rules could negatively affect future results.

- Delays in transportation of products and possible shortages of critical raw materials, parts, equipment and other resources may adversely affect our results of operations.

- The adoption of new climate change regulations may result in increased financial costs and/or losses.

- 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.

- Our operations may be adversely affected if we are unable to manufacture certain products in our manufacturing facilities.

- Failure to accurately forecast our customer demands and our resulting revenues could result in additional charges for obsolete or excess inventories or noncancellable purchase commitments.

- Our markets are unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.

- If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

*Risks Relating to Our Capital Stock*

- 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 value.

- Reports published by securities or industry analysts, freelance bloggers and credit rating agencies, including projections in those reports that exceed our actual results, could adversely affect our share price and trading volume.

- We depend on our subsidiaries for cash to fund our operations and expenses, including future dividend payments with respect to our outstanding preferred stock.

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

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats and have integrated these processes into our overall risk management systems and processes.

We have aligned our cybersecurity program with recognized security frameworks such as NIST-CSF (National Institute of Standard and Technologies – Cybersecurity Framework).

We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We maintain a risk based approach to identify cybersecurity threats, and conduct assessments to determine if our information systems are vulnerable to such cybersecurity threats.

This includes identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

We maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.

We devote significant resources and designate high-level personnel, including our Chief Information Officer and Global Head of Cybersecurity, to manage the risk mitigation process.

We regularly evaluate, monitor, and improve these solutions.

As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, information technology, legal, compliance and ethics and management.

Personnel at all levels and departments are made aware of our cybersecurity policies through periodic trainings.

We periodically engage consultants, auditors, or other third parties.

These service providers assist us to design, implement or assess our cybersecurity policies and procedures, as well as to monitor and test our safeguards.

We work with our third-party suppliers and service providers to address the use of appropriate security measures in connection with their work with us.

Like any other technology company operating in today’s environment, we have experienced cybersecurity incidents in the past and may experience them in the future.

However, we have not experienced any cybersecurity incidents that have been determined to be material.

For additional information regarding risks from cybersecurity threats, and their effect on our company, including our business strategy, results of operations, or financial condition, please refer to “Item 1A.

Risk Factors – Risks Related to Our Business, Operations, and Industry – 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.”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cyber security threats.

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.

Our Board of Directors administers its cybersecurity risk oversight function through the Nominating and Corporate Governance (“NCG”) Committee.

The NCG Committee is briefed quarterly by management on, among other things, our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like.

The NCG Committee provides regular updates to the Board of Directors on such reports.

Our Chief Information Officer and Global Head of Cybersecurity have combined relevant experience of more than 45 years, including over 20 years in cybersecurity, and they oversee our cyber security policies and processes, including those described in “Risk Management and Strategy” above.

Our Global Head of Cybersecurity monitors and keeps informed about prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our cybersecurity team, and through the use of technological tools and software and results from third party assessments.

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.

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: 2024,] [added: 2025,] is set forth below:

| Santa Clara, CA | | | | | | [removed: Manufacturing and] [added: Manufacturing,] Research and Development [added: and Administration] | | | | | | Lasers | | | | | | [removed: 200,000] [added: 199,993] | | | | | | Owned | | |

| [removed: Warren, NJ] [added: Fremont, CA] | | | | | | Manufacturing and Research and Development | | | | | | Materials | | | | | | [removed: 159,000] [added: 121,556] | | | | | | Leased | | |

| [removed: Fremont, CA] [added: Germany] | | | | | | [removed: Manufacturing and] [added: Manufacturing,] Research and Development | | | | | | [removed: Materials] [added: Lasers] | | | | | | [removed: 122,000] [added: 892,000] | | | | | | [added: Owned and] Leased | | |

Information regarding our principal foreign properties at June 30, [removed: 2024,] [added: 2025,] is set forth below:

| China | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | Materials and Networking | | | | | | [removed: 2,993,000] [added: 3,310,650] | | | | | | Owned and Leased | | |

| [removed: Germany] [added: United Kingdom] | | | | | | Manufacturing, Research and Development | | | | | | Lasers [added: and Networking] | | | | | | [removed: 911,000] [added: 187,568] | | | | | | Owned and Leased | | |

| Malaysia | | | | | | Manufacturing, Research and Development | | | | | | Networking | | | | | | [removed: 863,000] [added: 889,205] | | | | | | Owned | | |

| Philippines | | | | | | Manufacturing | | | | | | Materials | | | | | | [removed: 426,000] [added: 426,240] | | | | | | Leased | | |

| Germany | | | | | | Manufacturing and Distribution | | | | | | Materials and Networking | | | | | | [removed: 138,000] [added: 137,700] | | | | | | Owned and Leased | | |

| Finland | | | | | | Manufacturing | | | | | | Lasers | | | | | | 122,106 | | | | | | Leased | | |

| United Kingdom | | | | | | Manufacturing, Research and Development | | | | | | Materials and Networking | | | | | | 319,000 | | | | | | Owned and Leased | | |

As of August [removed: 13, 2024,] [added: 11, 2025,] there were approximately [removed: 906] [added: 790] holders of record of our common stock.

Dividends on the Company’s Series B Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 5%, subject to increase if Coherent defaults on [added: its] payment obligation with respect to these shares, not to exceed 14% per annum.

The Company did not repurchase [added: any] shares [removed: pursuant to this Program] [added: of its common stock] during the fiscal [removed: years] [added: year] ended June 30, [removed: 2024 or June 30, 2023.][added: 2025, and no stock repurchase program was in effect during the period.]

The following graph compares cumulative total shareholder return on the Company’s common stock with the cumulative total shareholder return of the Russell 1000 Index and with a peer group of companies constructed by the Company for the period from June 30, [removed: 2019,] [added: 2020,] through June 30, [removed: 2024.][added: 2025.]

][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/iivi-20250630_g1.jpg)]

Dividends of $11 million on our Series B-1 Convertible Preferred Stock were paid in cash in the fourth quarter of fiscal 2025.

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its common stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time.

The Program had no expiration and could be suspended or discontinued at any time.

Shares purchased by the Company are retained as treasury stock and available for general corporate purposes.

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

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

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [64](#ibe3b15830ff247bd97aa5968c917ea92_73)] [added: [49](#i029d1f64326041ffa44ebeff76b4374c_79)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [65](#ibe3b15830ff247bd97aa5968c917ea92_76)] [added: [50](#i029d1f64326041ffa44ebeff76b4374c_82)] | | |

| Consolidated Balance Sheets | | | [removed: [68](#ibe3b15830ff247bd97aa5968c917ea92_82)] [added: [53](#i029d1f64326041ffa44ebeff76b4374c_88)] | | |

| Consolidated Statements of Earnings (Loss) | | | [removed: [69](#ibe3b15830ff247bd97aa5968c917ea92_85)] [added: [54](#i029d1f64326041ffa44ebeff76b4374c_91)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: [70](#ibe3b15830ff247bd97aa5968c917ea92_88)] [added: [55](#i029d1f64326041ffa44ebeff76b4374c_94)] | | |

| Consolidated Statements of Shareholders’ Equity and Mezzanine Equity | | | [removed: [71](#ibe3b15830ff247bd97aa5968c917ea92_91)] [added: [56](#i029d1f64326041ffa44ebeff76b4374c_97)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [72](#ibe3b15830ff247bd97aa5968c917ea92_97)] [added: [57](#i029d1f64326041ffa44ebeff76b4374c_103)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [74](#ibe3b15830ff247bd97aa5968c917ea92_100)] [added: [59](#i029d1f64326041ffa44ebeff76b4374c_106)] | | |

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2024.][added: 2025.]

Based on the evaluation, management concluded that as of June 30, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August [removed: 16, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At June 30, [removed: 2024,] [added: 2025,] the balance of the Company’s goodwill 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 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: 2024,] [added: 2025,] based on criteria established in Internal 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and schedule listed in the Index at Item 15(a)(2) and our report dated August [removed: 16, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| June 30, | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [added: 909,200 | | | | | $ |] 926,033 | | | | | $ | 821,310 | |

| Restricted cash, current | | | | | | [added: 8,897 | | | | | |] 174,008 | | | | | | 12,023 | | |

| Accounts receivable - less allowance for doubtful accounts of [removed: $9,511] [added: $12,189] and [removed: $8,005] [added: $9,511] at June 30, [removed: 2024] [added: 2025] and June 30, [removed: 2023,] [added: 2024,] respectively | | | | | | [removed: 848,542] [added: 964,051] | | | | | | [removed: 901,531] [added: 848,542] | | |

| Inventories | | | | | | [removed: 1,286,404] [added: 1,437,636] | | | | | | [removed: 1,272,333] [added: 1,286,404] | | |

| Prepaid and refundable income taxes | | | | | | [removed: 26,909] [added: 55,773] | | | | | | [removed: 28,271] [added: 26,909] | | |

| Prepaid and other current assets | | | | | | [removed: 398,203] [added: 551,597] | | | | | | [removed: 216,530] [added: 398,203] | | |

| Total Current Assets | | | | | | [removed: 3,660,099] [added: 3,927,154] | | | | | | [removed: 3,251,998] [added: 3,660,099] | | |

| Property, plant & equipment, net | | | | | | [removed: 1,817,259] [added: 1,877,507] | | | | | | [removed: 1,782,035] [added: 1,817,259] | | |

| Goodwill | | | | | | [removed: 4,464,329] [added: 4,471,084] | | | | | | [removed: 4,512,700] [added: 4,464,329] | | |

| Other intangible assets, net | | | | | | [removed: 3,503,247] [added: 3,204,747] | | | | | | [removed: 3,814,684] [added: 3,503,247] | | |

| Deferred income taxes | | | | | | [removed: 40,966] [added: 53,407] | | | | | | [removed: 37,748] [added: 40,966] | | |

| Restricted cash, non-current | | | | | | [added: 714,816 | | | | | |] 689,645 | | | | | | 4,233 | | |

| Other assets | | | | | | [removed: 313,089] [added: 662,221] | | | | | | [removed: 307,735] [added: 313,089] | | |

| [removed: Total Assets] [added: Total assets] | | | | | | $ | [added: 14,910,936 | | | | | $ |] 14,488,634 | | | | | $ | 13,711,133 | |

| [removed: Liabilities.] [added: Liabilities,] Mezzanine Equity and [removed: Shareholders’] Equity | | | | | | | | | | | | | | |

| Current portion of long-term debt | | | | | | $ | [removed: 73,770] [added: 188,306] | | | | | $ | [removed: 74,836] [added: 73,770] | |

| Accounts payable | | | | | | [removed: 631,548] [added: 846,984] | | | | | | [removed: 405,308] [added: 631,548] | | |

| Accrued compensation and benefits | | | | | | [removed: 212,458] [added: 258,650] | | | | | | [removed: 175,564] [added: 212,458] | | |

| Operating lease current liabilities | | | | | | [removed: 40,580] [added: 41,575] | | | | | | [removed: 38,271] [added: 40,580] | | |

| Accrued income taxes payable | | | | | | [removed: 90,705] [added: 123,762] | | | | | | [removed: 74,488] [added: 90,705] | | |

| Other accrued liabilities | | | | | | [removed: 294,706] [added: 335,564] | | | | | | [removed: 310,281] [added: 294,706] | | |

August 14, 2025

August 14, 2025

| Total Assets | | | | | | $ | 14,910,936 | | | | | $ | 14,488,634 | |

| | | | | | | 6,012,579 | | | | | | 5,525,237 | | |

| Impairment of assets held-for-sale | | | | | | 84,988 | | | | | | — | | | | | | — | | |

| Share-based and deferred compensation activities | | | | | | 3,441 | | | | | | 199,204 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (665) | | | | | | (52,943) | | | | | | — | | | | | | 146,261 | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,364 | | | | | | — | | | | | | — | | | | | | (19,307) | | | | | | 30,057 | | | | | | — | | | | | | — | | |

| Foreign currency translation adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 407,646 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,423 | | | | | | 409,069 | | | | | | — | | | | | | — | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (129,930) | | | | | | — | | | | | | — | | | | | | — | | | | | | (129,930) | | | | | | — | | | | | | 118,489 | | |

| Change in deferred tax basis for noncontrolling interests | | | | | | — | | | | | | (693) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (693) | | | | | | — | | | | | | — | | |

| Balance - June 30, 2025 | | | | | | 171,849 | | | | | | $ | 5,056,168 | | | | | — | | | | | | $ | — | | | | | $ | 372,037 | | | | | $ | 584,374 | | | | | (16,294) | | | | | | $ | (368,065) | | | | | $ | 353,508 | | | | | $ | 5,998,022 | | | | | 215 | | | | | | $ | 2,483,261 | |

| Proceeds from the sale of business | | | | | | 27,000 | | | | | | — | | | | | | — | | |

Investment Credit. The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (the “CHIPS Act”) was signed into law on August 9, 2022.

The CHIPS Act provides for various incentives and tax credits, among other items, including the Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022.

The Company expects to receive refundable federal investment tax credits through the CHIPS Act in connection with ongoing expansion projects.

At least a portion of our capital expenditures qualify for this credit, which benefits us by allowing us to net the credit received against our costs.

The AMIC credit is accounted as a reduction to the depreciable basis of the assets used in operations.

The Company has offset the cost of property, plant, and equipment by the amount of the estimated credit of $41 million for fiscal June 30, 2025.

The receivable recorded is an estimate based on the Company's interpretation of the Section 48D Advanced Manufacturing Investment Credit under the CHIPS Act, which may be refunded to us in cash to the extent it exceeds our outstanding income tax liabilities.

If a loss is not both probable and reasonably estimable, or if an exposure to a loss exists in excess of the amount accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred.

If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or discloses that such an estimate cannot be made.

The determination as to whether a loss can reasonably be considered to be possible or probable is based on management's assessment, together with legal counsel, regarding the ultimate outcome of the matter.

Supply chain financing arrangements. The Company has entered into supply chain financing arrangements with third-party financial institutions to provide its vendors with enhanced payment options while providing the Company with added working capital flexibility.

The Company does not provide any guarantees under these arrangements, does not have an economic interest in its supplier's voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements.

The arrangements do not change the payable terms negotiated by the Company and our vendors and does not result in a change in the classification of amounts due as accounts payable in the Consolidated Balance Sheets.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $18 million and $10 million of the Company's outstanding Accounts payable as of June 30, 2025 and 2024, respectively.

Total supplier invoices paid by the financial institutions amounted to $76 million and $38 million for the years ended June 30, 2025 and 2024, respectively.

The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.

The Company uses a portfolio approach to release the income tax effects in AOCI related to interest rate instruments and pension and postretirement benefits.

Under this approach, the income tax effects are released from AOCI based on the pre-tax adjustments to interest rate instruments and pension liabilities or assets recognized within other comprehensive income (loss).

Any tax effects remaining in AOCI are released only when the entire portfolio of the interest rate instruments or pension and postretirement benefits is liquidated, sold or extinguished.

In certain customer arrangements, we are contractually entitled to reimbursement for import tariffs incurred on product shipments, the increase in consideration received due to tariff surcharges would not meet the sales and use tax practical expedient.

As such, revenue including the tariff surcharge, and related tariff expense, would be recorded gross in the income statement.

These reimbursements are considered part of the transaction price under ASC 606 and are recognized as revenue on a gross basis.

The corresponding tariff costs are recorded in cost of goods sold.

Restructuring. The Company records charges associated with approved restructuring plans to reorganize operations, to remove redundant headcount and infrastructure associated with site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities.

Restructuring charges can include severance costs to eliminate a specific number of positions, infrastructure charges to vacate facilities and consolidate operations and contract cancellation costs.

The Company records restructuring charges when they are probable and estimable.

The Company evaluates restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations, and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712).

See Note 20.

August 16, 2024

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

| Series A preferred stock, no par value, 6% cumulative; issued - 0 and 2,300,000 shares at June 30, 2024 and June 30, 2023, respectively | | | | | | — | | | | | | 445,319 | | |

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

| Change in fair value of interest rate cap, net of taxes of $800, $5,934 and $3,818 for the years ended June 30, 2024, 2023 and 2022, respectively | | | | | | 2,689 | | | | | | 22,322 | | | | | | 14,306 | | |

| Balance - June 30, 2021 | | | | | | 119,127 | | | | | | $ | 2,028,273 | | | | | 2,300 | | | | | | $ | 445,319 | | | | | $ | 14,267 | | | | | $ | 1,136,777 | | | | | (13,640) | | | | | | $ | (218,466) | | | | | $ | — | | | | | $ | 3,406,170 | | | | | 75 | | | | | | $ | 726,178 | |

| Share-based and deferred compensation activities | | | | | | 1,796 | | | | | | 92,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (333) | | | | | | (20,888) | | | | | | — | | | | | | 71,779 | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 234,759 | | | | | | — | | | | | | — | | | | | | — | | | | | | 234,759 | | | | | | — | | | | | | — | | |

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

| Adjustments for ASU 2020-06 | | | | | | — | | | | | | (56,388) | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,916 | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,472) | | | | | | — | | | | | | — | | |

| Change in fair value of interest rate cap, net of taxes of $5,934 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,322 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,322 | | | | | | — | | | | | | — | | |

| Change in fair value of interest rate swap, net of taxes of $(6,268) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (22,885) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (22,885) | | | | | | — | | | | | | — | | |

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

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

| Payment of Finisar Notes | | | | | | — | | | | | | — | | | | | | (14,888) | | |

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

We have not experienced material production delays due to a shortage of materials.

However, we do occasionally experience problems associated with vendor-supplied materials not meeting specifications for quality or purity.

A significant failure of our suppliers to deliver sufficient quantities of necessary high-quality materials on a timely basis could have a material adverse effect on our results of operations.

On July 1, 2022, we acquired Coherent, Inc. The significant accounting policies of Coherent, Inc. have been aligned to conform to those of the Company, and the consolidated financial statements include the results of Coherent, Inc. as of its acquisition date.

We have the option to perform a qualitative assessment of goodwill prior to completing the quantitative assessment described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets.

If we conclude that this is the case, we must perform the quantitative assessment.

Otherwise, we will forego the quantitative assessment and do not need to perform any further testing.

Internal Research and Development.

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.

SEC Release No. 33-11216 did not have a material impact on the Company’s consolidated financial statements and disclosures.

The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.

SEC Final Rule: The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports.

The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions.

Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements.

The first phase of the final rule is effective for fiscal years beginning in 2025.

Disclosure for prior periods is only required if it was previously disclosed in an SEC filing.

On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule.

We are currently evaluating the impact on our disclosures of adopting this new pronouncement.

Supplier Finance Program Obligations (Subtopic 405-50): Disclosure of Supplier Financing Program Obligations

In September 2022, the FASB issued ASU No. 2022-04, requiring enhanced disclosures related to supplier financing programs.

The ASU requires disclosure of the key terms of the program and a rollforward of the related obligation during the annual period, including the amount of obligations confirmed and obligations subsequently paid.

The Company adopted this ASU as of July 1, 2023, other than the roll-forward disclosure requirement, which the Company will adopt in fiscal 2025.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2024,] [added: 2025,] the Company’s disclosure controls and procedures were effective.

On May 13, 2025, Julie Eng, the Company’s CTO, terminated a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) which was adopted on December 1, 2024, with a duration through July 31, 2026, and with respect to the sale of up to 9,278 Company shares.

On May 15, 2025, she adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through March 3, 2026 with respect to the sale of 100% of Company shares (net shares surrendered to the Company or sold to cover taxes) acquired in connection with the Company’s Restricted Stock Plan for employees/executives and vesting on August 28, 2025 and February 28, 2026.

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.

The other information required by this item, to the extent applicable, is incorporated herein by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025.

Insider Trading Policy

Information about our trading policies and procedures can be found under the caption “Company Policy Prohibiting Insider Trading and Speculative Trading, Pledging and Hedging” in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025 and is incorporated herein by reference.

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 2024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act (the “Proxy Statement”).

The information required by this item is incorporated herein by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025.

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

The information required by this item is incorporated herein by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025.

The information required by this item is incorporated herein by reference to the information set forth under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement.

The information required by this item is incorporated herein by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Director Independence and Corporate Governance Policies” in the Company’s Proxy Statement.

The information required by this item is incorporated herein by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, 2025.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Ratification of the Audit Committee’s Selection of Independent Registered Public Accounting Firm” 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: 2024] [added: 2025] is set forth under Item 8 of this Annual Report on Form 10-K.

| 4.01+ | | | | | | [Description of Coherent Corp.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex401descriptionofcoherent.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex401descriptionofcoherent.htm)] | | | | | | | | | | | | | | | | | |

| [removed: 4.07] [added: 4.08] | | | | | | [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 | | |

| [removed: 10.04] [added: 10.05] | | | | | | [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 | | |

| [removed: 10.05] [added: 10.06] | | | | | | [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 | | | [removed: 10.1] [added: 10.2] | | | October 10, 2023 | | | 001-39375 | | |

| [removed: 10.06] [added: 10.07] | | | | | | [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: 10.07] [added: 10.08] | | | | | | [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: 10.08] [added: 10.09] | | | | | | [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: 10.09] [added: 10.12] | | | | | | [II-VI Incorporated [added: Second Amended and Restated] 2012 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312512451910/d435625dex1001.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | 10.01 | | | [removed: November 5, 2012] [added: February 8, 2016] | | | 000-16195 | | |

| [removed: 10.10] [added: 10.11] | | | | | | [Form of Nonqualified Stock Option [added: Agreement] under the II-VI Incorporated [added: 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: 10.11] [added: 10.10] | | | | | | [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: 10.12] [added: 10.13] | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated [added: Second] Amended and Restated 2012 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312513350423/d546814dex1030.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016028337/iivi-ex1003_350.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.30] [added: 10.03] | | | [removed: August 28, 2013] [added: November 8, 2016] | | | 000-16195 | | |

| [removed: 10.13] [added: 10.15] | | | | | | [removed: [II-VI] [added: [Form of Nonqualified Stock Option Agreement under the II-VI] Incorporated [removed: Second] Amended and Restated [removed: 2012] [added: 2018] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459019002429/iivi-ex1001_18.htm)] | | | | | | 10-Q | | | 10.01 | | | February [removed: 2, 2016] [added: 8, 2019] | | | 000-16195 | | |

| [removed: 10.15] [added: 10.14] | | | | | | [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: 10.20] [added: 10.16] | | | | | | [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: 10.21] [added: 10.17] | | | | | | [removed: [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)[.] [added: [Coherent Corp.] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312523276082/d319673dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312524260003/d695449dex101.htm)] | | | | | | 8-K | | | 10.1 | | | November [removed: 13, 2023] [added: 18, 2024] | | | 001-39375 | | |

| [removed: 10.22] [added: 10.18] | | | | | | [Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1005-formofcoherentcorpx.htm)] [added: Plan (FY24 Award)](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1005-formofcoherentcorpx.htm)] | | | | | | 10-Q | | | 10.05 | | | February 6, 2024 | | | 001-39375 | | |

| [removed: 10.23] [added: 10.19] | | | | | | [Form of Performance Share Unit Award Agreement (Cash Flow; Share-Settled) under the Coherent Corp. Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1006-psuagreementcoheren.htm)] [added: Plan (FY24 Award)](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1006-psuagreementcoheren.htm)] | | | | | | 10-Q | | | 10.06 | | | February 6, 2024 | | | 001-39375 | | |

| [removed: 10.24] [added: 10.20] | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled) under the Coherent Corp. Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1007-psuagreementcoheren.htm)] [added: Plan (FY24 Award)](https://www.sec.gov/Archives/edgar/data/820318/000082031824000004/ex1007-psuagreementcoheren.htm)] | | | | | | 10-Q | | | 10.07 | | | February 6, 2024 | | | 001-39375 | | |

| [removed: 10.25+] [added: 10.23] | | | | | | [Description of Incentive Programs](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex1025descriptionofincenti.htm) | | | | | | [added: 10-K] | | | [added: 10.25] | | | [added: August 16, 2024] | | | [added: 001-39375] | | |

| [removed: 10.26] [added: 10.24] | | | | | | [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 | | |

| [removed: 10.27] [added: 10.25] | | | | | | [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 | | |

| [removed: 10.28] [added: 10.26] | | | | | | [Form of Participation Agreement for the Coherent Corp. Revised Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/820318/000082031824000009/ex1004-formofparticipation.htm) | | | | | | 10-Q | | | 10.04 | | | May 7, 2024 | | | 001-39375 | | |

| [removed: 10.29] [added: 10.27] | | | | | | [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: 10.30+] [added: 10.28] | | | | | | [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) | | | | | | 10-K | | | 10.26 | | | August [removed: 16,] [added: 18,] 2023 | | | 001-39375 | | |

| [removed: 10.31] [added: 10.29] | | | | | | [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: 10.32] [added: 10.30] | | | | | | [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 | | |

| 10.33 | | | | | | [removed: [Consulting Agreement, dated June 12, 2023, by and] [added: [Offer Letter] between [added: James R. Anderson and] Coherent Corp. [removed: and Mark Sobey](https://www.sec.gov/Archives/edgar/data/820318/000082031823000016/ex1029-marksobeyconsulting.htm)] [added: dated May 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | [removed: 10.29] [added: 10.1] | | | [removed: August 18, 2023] [added: June 3, 2024] | | | 001-39375 | | |

| [removed: 10.34] [added: 10.31] | | | | | | [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 | | |

| [removed: 10.36] [added: 10.34] | | | | | | [Offer Letter between [removed: James] [added: Sherri] R. [removed: Anderson] [added: Luther] and Coherent Corp. dated [removed: May 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex101.htm)] [added: October 8, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524236461/d888602dex101.htm)] | | | | | | 8-K | | | 10.1 | | | [removed: June 3,] [added: October 11,] 2024 | | | 001-39375 | | |

| [removed: 10.37] [added: 10.35] | | | | | | [removed: [Form of] [added: [CEO] 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 | | |

| [removed: 10.38] [added: 10.36] | | | | | | [removed: [Form of] [added: [CEO] 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 | | |

| 19.01+ | | | | | | [Coherent Corp. and its subsidiaries Insider Trading and Tipping Policy, effective September 25, [removed: 2018](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex1901-insidertradingandti.htm)] [added: 2018 and revised December 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex1901-insidertradingandti.htm)] | | | | | | | | | | | | | | | | | |

| 21.01+ | | | | | | [List of Subsidiaries of Coherent [removed: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex2101listofsubsidiaries06.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex2101listofsubsidiaries06.htm)] | | | | | | | | | | | | | | | | | |

| 23.01+ | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex2301-accountingfirmxfy24.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex2301-accountingfirmxfy25.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/820318/000082031824000016/ex3101-ceocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/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/820318/000082031824000016/ex3102-cfocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/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/820318/000082031824000016/ex3201-ceosoxxfy2410xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex3201-ceosoxxfy2510xk.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/820318/000082031824000016/ex3202-cfosoxxfy2410xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex3202-cfosoxxfy2510xk.htm)] | | | | | | | | | | | | | | | | | |

| [removed: 97.01+] [added: 97.01] | | | | | | [Coherent Corp. Compensation Recovery ("Clawback") Policy](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex9701coherentcorpcompensa.htm) | | | | | | [added: 10-K] | | | [added: 97.01] | | | [added: August 16, 2024] | | | [added: 001-39375] | | |

| 4.07+ | | | | | | [Fourth 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/820318/000082031825000014/ex407fourthsupplementalind.htm) | | | | | | | | | | | | | | | | | |

| 10.04 | | | | | | [Amendment No. 3 to Credit Agreement, dated January 2, 2025, 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/820318/000119312525002808/d891952dex101.htm) | | | | | | 8-K | | | 10.1 | | | January 7, 2025 | | | 001-39375 | | |

| 10.21+ | | | | | | [Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive Plan (FY25 Award)](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex1021-formofrestrictedsha.htm) | | | | | | | | | | | | | | | | | |

| 10.22+ | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled) under the Coherent Corp. Omnibus Incentive Plan (FY25 Award)](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex1022-formofperformancesh.htm) | | | | | | | | | | | | | | | | | |

| 10.32 | | | | | | [Transition Acknowledgment Letter, dated October 3, 2024, by and between Coherent Corp. and Ronald Basso](https://www.sec.gov/Archives/edgar/data/820318/000082031825000004/ex1001-transitionacknowled.htm) | | | | | | 10-Q | | | 10.1 | | | February 5, 2025 | | | 001-39375 | | |

| 10.37 | | | | | | [CFO Award Agreement for Inducement RSUs (3-year vest)](https://www.sec.gov/Archives/edgar/data/820318/000119312524238137/d883262dex101.htm) | | | | | | 8-K | | | 10.1 | | | October 16, 2024 | | | 001-39375 | | |

| 10.38 | | | | | | [CFO Award Agreement for Inducement RSUs (2-year vest)](https://www.sec.gov/Archives/edgar/data/820318/000119312524238137/d883262dex102.htm) | | | | | | 8-K | | | 10.2 | | | October 16, 2024 | | | 001-39375 | | |

| 10.39 | | | | | | [CFO Award Agreement for Inducement PSUs](https://www.sec.gov/Archives/edgar/data/820318/000119312524238137/d883262dex103.htm) | | | | | | 8-K | | | 10.3 | | | October 16, 2024 | | | 001-39375 | | |

| 10.14 | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Second Amended and Restated 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 | | |

| 10.16 | | | | | | [Form of Nonqualified Stock Option Agreement under the II-VI Incorporated 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 | | |

| 10.17 | | | | | | [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 | | |

| 10.18 | | | | | | [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 | | |

| 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 | | |

| 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 | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ James R. Anderson | | |

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

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Ilaria Mocciaro | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Enrico Digirolamo | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Joseph J. Corasanti | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Michael L. Dreyer | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Patricia Hatter | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ David L. Motley | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Lisa Neal-Graves | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Stephen Pagliuca | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Elizabeth A. Patrick | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Shaker Sadasivam | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Stephen A. Skaggs | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Michelle Sterling | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Sandeep S. Vij | | |

| Date: August [removed: 16, 2024] [added: 14, 2025] | | | | | | By: | | | | | | /s/ Howard H. Xia | | |

| Date: August 14, 2025 | | | | | | By: | | | | | | /s/ James R. Anderson | | |

| Date: August 14, 2025 | | | | | | By: | | | | | | /s/ Sherri Luther | | |

| | | | | | | | | | | | | Sherri Luther | | |

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

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