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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

22K characters. Original on sec.gov ·

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The financial statements are set forth under Item 8 of this Annual Report on Form 10-K.

(2) Schedules

Schedule II – Valuation and Qualifying Accounts for each of the three fiscal years in the period ended June 30, 2025 is set forth under Item 8 of this Annual Report on Form 10-K.

Financial statements, financial statement schedules and exhibits not listed have been omitted where the required information is included in the Consolidated Financial Statements or notes thereto, or is not applicable or required.

Incorporated herein by reference
Exhibit No.DescriptionFormExhibit No.Filing DateFile No.
2.01Agreement and Plan of Merger, dated as of March 25, 2021, by and among II-VI Incorporated, Watson Merger Sub Inc. and Coherent, Inc.8-K2.1March 26, 2021001-39375
3.01Amended and Restated Articles of Incorporation of II-VI Incorporated8-K3.1November 8, 2011000-16195
3.02Articles of Amendment to Amended and Restated Articles of Incorporation8-K3.1September 8, 2022001-39375
3.03Amended and Restated By-Laws of Coherent Corp. as amended and restated effective September 8, 20228-K3.2September 8, 2022001-39375
3.04Statement with Respect to Shares, filed with the Pennsylvania Department of State Corporations Bureau and effective July 6, 202010-K3.03August 26, 2020001-39375
3.05Statement with Respect to Shares, filed with the Pennsylvania Department of State Corporations Bureau and effective March 30, 20218-K3.1March 31, 2021001-39375
4.01+Description of Coherent Corp.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.02Indenture, dated as of December 10, 2021, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as trustee8-K4.1December 10, 2021001-39375
4.03Form of 5.000% Senior Notes due 20298-K4.2 (included in Exhibit 4.1)December 10, 2021001-39375
4.04First Supplemental Indenture, dated as of July 1, 2022, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee10-K4.05August 18, 2023001-39375
4.05Second Supplemental Indenture, dated as of May 5, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee10-Q4.01May 10, 2023001-39375
4.06Third Supplemental Indenture, dated as of May 31, 2023, among Coherent Corp., the guarantors party thereto and U.S. Bank National Association, as Trustee10-K4.07August 18, 2023001-39375
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
4.08Registration Rights Agreement, dated March 31, 2021, by and between II-VI Incorporated and BCPE Watson (DE) SPV, LP.Schedule 13DDJuly 11, 2022005-39319
10.01*Credit Agreement, dated as of July 1, 2022, by and among II-VI Incorporated, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-K10.1July 1, 2022001-39375
10.02Amendment No. 1 to Credit Agreement, dated as of March 31, 2023, by and among Coherent Corp., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto10-Q10.1May 10, 2023001-39375
10.03Amendment No. 2 to Credit Agreement, dated April 2, 2024, among Coherent Corp., JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties party thereto8-K10.1April 3, 2024001-39375
10.04Amendment 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 thereto8-K10.1January 7, 2025001-39375
10.05Investment Agreement, dated as of October 10, 2023 by and between Silicon Carbide LLC and Denso Corporation8-K10.1October 10, 2023001-39375
10.06Investment Agreement, dated as of October 10, 2023 by and between Silicon Carbide LLC and Mitsubishi Electric Corporation8-K10.2October 10, 2023001-39375
10.07Form of Indemnification Agreement between II-VI Incorporated and its directors and officers10-K10.15August 28, 2018000-16195
10.08**Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods prior to January 1, 2015)10-K10.17August 28, 2015000-16195
10.09**Amended and Restated II-VI Incorporated Deferred Compensation Plan (applicable to periods after January 1, 2015)10-K10.18August 28, 2015000-16195
10.10**II-VI Incorporated Amended and Restated 2012 Omnibus Incentive PlanS-810.1November 4, 2014333-199855
10.11**Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Amended and Restated 2012 Omnibus Incentive Plan10-K10.30August 28, 2013000-16195
10.12**II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan10-Q10.01February 8, 2016000-16195
10.13**Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan10-Q10.03November 8, 2016000-16195
10.14**II-VI Incorporated Amended and Restated 2018 Omnibus Incentive PlanS-899.1November 10, 2020333-249995
10.15**Form of Nonqualified Stock Option Agreement under the II-VI Incorporated Amended and Restated 2018 Omnibus Incentive Plan10-Q10.01February 8, 2019000-16195
10.16**2005 Deferred Compensation Plan10-K/A10.6February 1, 2021001-33962
10.17**Coherent Corp. Omnibus Incentive Plan8-K10.1November 18, 2024001-39375
10.18**Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive Plan (FY24 Award)10-Q10.05February 6, 2024001-39375
10.19**Form of Performance Share Unit Award Agreement (Cash Flow; Share-Settled) under the Coherent Corp. Omnibus Incentive Plan (FY24 Award)10-Q10.06February 6, 2024001-39375
10.20**Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled) under the Coherent Corp. Omnibus Incentive Plan (FY24 Award)10-Q10.07February 6, 2024001-39375
10.21**+Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive Plan (FY25 Award)
10.22**+Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled) under the Coherent Corp. Omnibus Incentive Plan (FY25 Award)
10.23**Description of Incentive Programs10-K10.25August 16, 2024001-39375
10.24**Coherent Corp. Employee Stock Purchase Plan8-K10.2November 13, 2023001-39375
10.25**Coherent Corp. Revised Executive Severance Plan10-Q10.03May 7, 2024001-39375
10.26**Form of Participation Agreement for the Coherent Corp. Revised Executive Severance Plan10-Q10.04May 7, 2024001-39375
10.27**Employment Agreement, dated October 3, 2012, by and between II-VI Incorporated and Giovanni Barbarossa10-K10.07August 28, 2015000-16195
10.28**Agreement, dated October 4, 2018, by and between II-VI Incorporated and Walter R. Bashaw II10-K10.26August 18, 2023001-39375
10.29**Amended and Restated Employment Agreement, effective August 23, 2022, by and between II-VI Incorporated and Vincent D. Mattera, Jr.8-K10.1August 23, 2022001-39375
10.30**CEO Succession and Retirement Agreement, dated February 17, 2024, by and between Coherent Corp. and Dr. Vincent D. Mattera, Jr.8-K10.1February 20, 2024001-39375
10.31**Transition Services and Final Agreement, dated September 13, 2023, by and between Coherent Corp. and Mary Jane Raymond8-K10.1September 15, 2023001-39375
10.32**Transition Acknowledgment Letter, dated October 3, 2024, by and between Coherent Corp. and Ronald Basso10-Q10.1February 5, 2025001-39375
10.33**Offer Letter between James R. Anderson and Coherent Corp. dated May 31, 20248-K10.1June 3, 2024001-39375
10.34**Offer Letter between Sherri R. Luther and Coherent Corp. dated October 8, 20248-K10.1October 11, 2024001-39375
10.35**CEO Award Agreement for Inducement RSUs8-K10.2June 3, 2024001-39375
10.36**CEO Award Agreement for Inducement PSUs8-K10.3June 3, 2024001-39375
10.37**CFO Award Agreement for Inducement RSUs (3-year vest)8-K10.1October 16, 2024001-39375
10.38**CFO Award Agreement for Inducement RSUs (2-year vest)8-K10.2October 16, 2024001-39375
10.39**CFO Award Agreement for Inducement PSUs8-K10.3October 16, 2024001-39375
19.01+Coherent Corp. and its subsidiaries Insider Trading and Tipping Policy, effective September 25, 2018 and revised December 31, 2024
21.01+List of Subsidiaries of Coherent Corp.
23.01+Consent of Ernst & Young LLP
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 2002
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 2002
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 2002
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 2002
97.01Coherent Corp. Compensation Recovery ("Clawback") Policy10-K97.01August 16, 2024001-39375
101Interactive Data File
(101.INS)Inline XBRL Instance Document
(101.SCH)Inline XBRL Taxonomy Extension Schema Document
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)Inline XBRL Taxonomy Definition Linkbase
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Filed herewith

  • Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

** Identifies management contract or compensatory plans, contracts or arrangements required to be filed as an exhibit.

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