Coherent (COHR) 10-K risk factor changes: FY2026 vs FY2025

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

[removed: We cannot ensure that our expenditures for research and development will result] in the launch of new products or, if such products are introduced, that those products will achieve sufficient market acceptance [added: or generate sales to offset the costs of development.]

[removed: For example,] [added: Furthermore,] the [removed: artificial intelligence] [added: AI] industry is rapidly evolving, with continuous improvements in algorithms, software efficiencies and hardware capabilities.

Shifts [removed: like these] [added: in market demand] could [added: also] have an adverse effect on our business, results of operations and financial condition, as we base many of our operating decisions including, but not limited to, those regarding manufacturing capacity and staffing, and enter into purchase commitments, on the basis of anticipated revenue trends.

A small number of customers have consistently accounted for a significant portion of our revenues, with two customers each contributing more than 10% of total revenues in fiscal [removed: 2025.][added: 2026.]

[removed: In addition, our] [added: Our] large customers have in the past sought price concessions from us, and we expect that they will continue to do so in the future.

If we are unable to satisfy the terms of these contracts, it could result in liabilities of a material nature, including litigation, damages, additional costs, loss of market share, [added: and loss of reputation.]

[removed: In addition, to] [added: 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.

Any inability of our current or future customers to pay us for our [removed: products may adversely affect] [added: products, including as a result of adverse economic conditions, could have a material adverse effect on] our [removed: earnings and] [added: earnings,] cash [removed: flow.][added: flow, results of operations, and financial condition.]

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

[added: 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: There can be no assurance that we will not experience manufacturing yield inefficiencies that] [added: Any of the above factors] could have a material adverse effect on our business, results of operations, or financial condition.

[removed: In addition, we] [added: We] use rare earth minerals and produce and use high-purity and relatively uncommon materials and compounds to manufacture our products, including, but not limited to, ZnS, GaAs, yttrium aluminum garnet, yttrium lithium fluoride, calcium fluoride, germanium, selenium, telluride, Bi2Te3, and SiC.

[removed: In addition, for a variety of] reasons, including changes in circumstances at our contract manufacturers or our own business strategies, we may voluntarily, or be required to, transfer the manufacturing of certain products to other manufacturing sites.

Significant political, trade, regulatory developments, and other circumstances beyond our control, including [removed: as a result of recently announced tariffs,] [added: those resulting from increased tariffs and ongoing geopolitical tensions,] could have a material adverse effect on our financial condition [added: and may limit our ability to sell our products to certain customers] or [removed: results of] [added: markets, or could otherwise restrict our ability to conduct] operations.

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 [removed: us.][added: us, including increasing our manufacturing costs, making our products less competitive, reducing demand for our products, limiting our ability to sell to certain customers or markets, limiting our ability to procure, or increasing our costs for, components or raw materials, impeding or slowing the movement of our goods across borders, impeding our ability to perform R&D activities, or otherwise restricting our ability to conduct operations.]

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

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

Our business is subject to various domestic and international laws and other legal requirements, including [removed: ant-competition] [added: anti-corruption regulations, such as the Foreign Corrupt Practices Act of 1977, anti-money laundering regulations, anti-competition] and import/export regulations, such as the U.S. Export Administration Regulations (“EAR”), and applicable executive orders.

[removed: The] [added: For example, 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.

At this time, we cannot predict the outcome of these discussions; cannot determine an estimate or range of loss; and we may be required to incur significant penalties and/or costs or [removed: expense] [added: expenses as a result of the inquiry and] to comply with, or to remedy any violations of, these regulations.

[removed: Furthermore, government authorities may take] [added: Any such] retaliatory actions, [removed: impose] [added: including imposing] conditions for the supply of products or [removed: require] [added: requiring] the license or other transfer of IP, which could have a material adverse effect on our business.

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

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

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

We [added: have completed acquisitions and divestitures in the past, and] expect to expand and diversify our operations with additional acquisitions, but we may be unable to identify or complete prospective acquisitions for many reasons, including increasing competition from other potential acquirers, the effects of consolidation in our industries, and potentially high valuations of acquisition candidates.

[added: 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: In addition, the overall integration of an] acquired business can be a time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt our business.

As a result of the [removed: 2023 Plan,] [added: Restructuring Plans,] we have incurred approximately [removed: $200] [added: $370] million of pre-tax charges in fiscal years 2023 to [removed: 2025] [added: 2026] primarily as a result of the reduction in force and facility consolidations related to the closure and relocation of sites.

[removed: The Restructuring Plans may result in other unintended consequences, including higher than anticipated costs in implementing planned workforce reductions, particularly in highly regulated locations outside the United States; higher than anticipated lease termination and facility closure costs; employee attrition beyond our intended reduction in force; and decreased employee] morale among our remaining employees; diversion of management attention; adverse effects to our reputation as an employer which could make it more difficult for us to hire new employees in the future; loss of the institutional knowledge and expertise of departing employees; failure to maintain adequate controls and procedures while executing, and subsequent to completing, the Restructuring Plans; and potential failure or delays to meet operational and growth targets due to the loss of qualified employees.

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

For example, increasing geopolitical tensions could result in new export controls associated with products that support or enable AI [removed: Applications] [added: or data center infrastructure applications] which could, in turn, restrict future sales of certain products to [removed: China or other markets.][added: certain markets in which we operate.]

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

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

We are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product [removed: considerations,] [added: considerations and cybersecurity, data privacy, and AI requirements,] which may have a material adverse effect on our business, results of operations, or financial condition.

[removed: Any changes in laws, regulations, or industry] standards could cause us to incur additional direct costs, as well as increased indirect costs related to our relationships with our customers and suppliers, and otherwise harm our operations and financial condition.

Our operations are subject to environmental, health and safety risks and requirements which could adversely affect our business, results of [removed: operations] [added: operations,] and reputation.

Further changes in the tax laws of foreign jurisdictions could arise [removed: as a result of the base erosion and profit shifting project,] including [removed: Pillar Two Model Rules] [added: those related to the global minimum tax initiative] (“Pillar [removed: Two”), undertaken] [added: Two”) introduced] by the Organization for Economic [removed: Co-operation] [added: Cooperation] and [removed: Development (“OECD”).][added: Development.]

As of June 30, [removed: 2025,] [added: 2026,] we had approximately [removed: $3.7] [added: $3.2] billion of outstanding indebtedness on a consolidated basis, including under (i) our [removed: $850 million] [added: $1.1 billion] senior secured [added: incremental] term [removed: loan] A [added: loan] facility (the “Term [added: Loan] A Facility”), (ii) our [removed: $2.8] [added: approximately $1.1] billion senior secured term loan B facility (the “Term Loan B Facility”, and together with the Term [added: Loan] A Facility, the “Senior Credit Facilities”) and (iii) our $990 million 5.000% senior notes due 2029 (the “2029 Notes”).

Additionally, we have [removed: $315] [added: $664] million of undrawn capacity under our senior secured revolving credit facility (the “Revolving Credit Facility”).

We cannot ensure that our expenditures for research and development will result

A portion of the recent demand for our products has been driven by the rapid expansion of artificial intelligence (“AI”) and data center infrastructure.

The semiconductor and photonics industries have experienced a significant upturn driven by the adoption and proliferation of AI, which may not be sustainable.

Some of our AI and data center infrastructure-related customers may experience constrained resources or capital in the future and may be unable to pay for their required infrastructure, or result in additional credit or customer default risks.

Additionally, AI datacenters require access to clean water and predictable sources of energy.

Any shortages of these resources or regulations limiting energy, water, or land availability could decrease development and growth of our AI datacenter customers and, in turn, negatively impact our business.

If our AI and data center infrastructure-related customers substantially reduce their expansion plans, cancel, reduce, or delay their orders, are unable to generate the profit required to offset their spending, or are otherwise unable to meet their obligations, and we cannot offset the resulting downturn, it could have a material adverse effect on our business, results of operations, or financial condition.

Because many customers may alter purchasing behavior with little or no notice, including by delaying, reducing, or cancelling purchase orders, seeking price concessions, changing product specifications, reducing expansion plans, or shifting purchases to competitors, it may be difficult for us to forecast revenue, determine appropriate inventory levels, plan staffing and

manufacturing capacity, or recover investments made in anticipation of demand.

If forecasted orders do not materialize, we may incur excess or obsolete inventory, underutilized manufacturing capacity, liabilities under supplier arrangements, reimbursement obligations for supplier capital expenditures, noncancellable purchase commitments, or reduced margins and profitability.

- we could be required to pay for costs, payments, or damages in connection with warranty and product liability claims and product recalls;

Although we maintain insurance and self-insured retentions for reasonably estimable liabilities, such insurance coverage may not continue to be available on acceptable terms, if at all, and our reserves may be inadequate to cover such claims.

Our reliance on contract manufacturers, and any failure to qualify or requalify our own or our subcontractors’ manufacturing lines for volume production, could adversely affect our ability to meet customer demand and harm our business, results of operations, and financial condition.

We provide components to contract manufacturers to produce finished or intermediary goods, and for some products a particular internal or external manufacturing site may be the sole qualified source.

Our reliance on contract manufacturers exposes us to risks including reduced control over delivery schedules and planning, limited visibility into or availability of manufacturing capability and capacity, reliance on third-party quality assurance procedures, cybersecurity incidents or data security breaches affecting contract manufacturers, and the risk that disruptions at those manufacturers could require us to identify and qualify alternatives, which may be expensive and time-consuming and could result in supply interruptions and harm to customer relationships.

In addition, customers may require qualification or requalification of manufacturing lines before they will accept volume shipments, including when we establish new lines, relocate production, introduce new products, or transition work to new contract manufacturers or internal sites.

Any failure or delay in obtaining such qualification or requalification could delay revenue, increase costs, harm our reputation, and adversely affect customer relationships and operating results.

We may not be able to achieve expected returns from strategic investments, including capacity expansions.

We have made and are planning to make significant investments to satisfy increased customer demand, including expansion of our production capacity in the United States and in other regions where we operate.

These projects are highly dependent on available sources of materials, and specialized equipment, as well as labor, skilled sub-contractors and other service providers.

Increasing demand, supply constraints, inflation, tariffs, trade restrictions, and other market conditions could result in shortages and higher costs.

Additionally, difficulties in obtaining labor, skilled sub-contractors and other service providers or other resources could result in delays in completion of our construction projects and cost increases, including costs to operate these facilities.

Our ability to increase production is also subject to regulatory approvals, environmental and operational permits, clean-room and tool availability, hiring and training of qualified personnel, implementation of highly complex manufacturing processes, and the pace of bringing equipment and processes online with the capability to manufacture high-quality products at acceptable yields.

In addition, these expansions involve several risks including the following:

- inability to meet capital expenditure requirements, including during periods of relatively low free cash flow generation;

- unavailability of necessary funding, which may include external sources;

- inability to realize expected grants, investment tax credits, and other government incentives, including through the CHIPS Act and other national, international, state, and local grants;

- potential changes in laws or provisions of grants, investment tax credits, and other government incentives, including the CHIPS Act;

- delays and potential restrictions related to environmental and other government regulations or permits;

- potential restrictions on expanding in certain geographies;

- inability to complete construction as scheduled and within budget;

- inability to attract, retain and motivate key talent;

- inability to timely ramp production in a cost-effective manner;

- increases to our cost structure until new production is ramped to adequate scale; and

- insufficient customer demand to utilize our increased capacity.

From time to time, we could experience impacts from certain of the above items and, because these risks are a characteristic of our business, we expect to experience them in the future.

Depending on the nature and extent of the impact from these risks, we may be unable to produce sufficient capacity in the expected timeframe which could result in delays in the completion of our projects and increased costs, including costs to operate these facilities.

If we overestimate demand, if customers delay, reduce, or cancel anticipated orders, or if expected end markets develop more slowly than anticipated, we may be unable to optimize our manufacturing footprint and could incur excess or obsolete inventory, underutilized facilities, under-absorbed overhead, liabilities under supplier arrangements, noncancellable purchase obligations, or charges associated with unused allocated manufacturing capacity, any of which could increase our costs and reduce our margins.

In addition, certain customers may require qualification of existing, new, relocated, or subcontractor manufacturing lines before they will purchase more than limited evaluation units or permit volume shipments.

If we introduce new production lines, relocate manufacturing, or transition production to new internal or external sites, we may experience delays or failures in obtaining customer qualification or requalification, which could delay revenue, impair customer relationships, and reduce the return on our capacity investments.

or generate sales to offset the costs of development.

Cost and expense reduction measures that we have implemented over the past several years, and additional action we are taking to reduce costs, may adversely affect our ability to introduce new and improved products, which may, in turn, adversely affect our relationships with some of our large customers.

Further, some of our large customers may in the future shift their purchases of products from us to our competitors or to joint ventures between these customers and our competitors, or may in certain circumstances produce competitive products themselves.

and loss of reputation.

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.

Identifying alternative sources of supply for certain components could be

We also make products of which we are one of the world’s largest suppliers.

We use high-quality, optical-grade ZnSe in the production of many of our IR optical products.

We are a leading producer of ZnSe for our internal use and for external sale.

The production of ZnSe is a complex process requiring a highly controlled environment.

A number of factors, including defective or contaminated materials, could adversely affect our ability to achieve acceptable manufacturing yields of high-quality ZnSe.

Lack of adequate availability of high-quality ZnSe could have a material adverse effect upon our business.

Uncertainty with respect to tax and trade policies, tariffs, and government regulations affecting trade between the United States and other countries has recently increased.

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.

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

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

We have stopped shipping products to Huawei, and we are in discussions with BIS regarding past product sales.

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

We have completed acquisitions and divestitures in the past, including most recently the acquisition of Coherent, Inc. in July 2022.

If we fail to meet the challenges involved

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.

International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers or markets, limit our ability to procure, or increase our costs for, components or raw materials, impede or slow the movement of our goods across borders, impede our ability to perform R&D activities, or otherwise restrict our ability to conduct operations.

Increasing protectionism, economic nationalism, and national security concerns may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets and/or customers.

BIS has issued final rules that restrict access by Huawei to items produced domestically and abroad from certain U.S. technology, software, and equipment.

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.

At this time, we cannot predict the outcome of these discussions; cannot determine an estimate or range of loss; and we may be required to incur significant penalties and/or costs or expense as a result of the inquiry and to comply with, or to remedy any violations of, these regulations.

Nearly all European Union member states have enacted the Pillar Two legislation.

investment in us and may lose some or all of their investment.

In addition, if any of certain fundamental changes were to occur, we or the surviving entity would be required to make an offer to repurchase, at the option and election of the holders thereof, for cash each share of Series B Preferred Stock then outstanding.

These features of the Series B Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.

Our Series B Preferred Stock ranks junior to all of our and our subsidiaries’ consolidated liabilities.

Our common stock ranks junior to our Series B Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution, or winding-up of our affairs.

This means that, unless accumulated dividends have been paid on all the Series B Preferred Stock then outstanding through the most recently completed dividend period, no dividends may be declared or paid on our common stock and we will not be permitted to repurchase any of our common stock, subject to limited exceptions.

Likewise, in the event of our voluntary or involuntary liquidation, dissolution, or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Series B Preferred Stock then outstanding the applicable liquidation preferences.

In the event of a bankruptcy, liquidation, dissolution, or winding-up of our affairs, our assets will be available to pay obligations on the Series B Preferred Stock only after all of our consolidated liabilities have been paid.

In addition, the Series B Preferred Stock ranks structurally junior to all existing and future liabilities of our subsidiaries.

In the event of a bankruptcy, liquidation, dissolution, or winding-up of our affairs, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay amounts due on any or all of the Series B Preferred Stock then outstanding.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included under Item 8 of this [removed: annual] report.

- Fiscal Year [removed: 2024] [added: 2026] Compared to Fiscal Year [removed: 2023][added: 2025]

Forward-looking statements in Item 7 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Item 1A for discussion of these risks and [removed: uncertainties).][added: uncertainties, which are incorporated herein by reference).]

Business - General Description of Business of this Annual Report on Form 10-K for further [removed: information.][added: information]

[removed: Strong] [added: Elevated] demand for our new ZR/ZR+ [removed: transceiver products along with growing demand for] [added: transceivers and sustained growth in] traditional telecom transport products drove [removed: increased] [added: higher shipment] volumes for our telecom and other communications solutions.

[removed: These restructuring actions were] intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model.

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

In fiscal [removed: 2023,] [added: 2025,] these activities resulted in [removed: $119] [added: $107] million of [added: net] charges primarily for [removed: employee termination costs, and] the write-off of property and [removed: equipment, net of $65 million from reimbursement arrangements.][added: equipment and ROU assets, employee and contract termination costs.]

See Note [removed: 20.][added: 7.]

In fiscal [removed: 2025,] [added: 2026,] these activities resulted in [removed: $107] [added: $62] million of [added: net] charges primarily [removed: for the] [added: related to] write-off of property and [removed: equipment and ROU assets,] [added: equipment,] employee [removed: and contract] termination [added: and site closure] costs.

[removed: *Impairment] [added: | Impairment] of [removed: Assets Held-for-Sale*][added: assets held-for-sale | | | 64 | | | | | | 1 | | | | | | 85 | | | | | | 1 | | | | | |]

[removed: As a result of classifying these entities as held-for-sale, we recorded non-cash impairment] [added: These] charges [removed: of $85 million to] [added: were recognized in] Impairment of assets held-for-sale in our Consolidated Statements of Earnings (Loss) [removed: in] [added: for] the fourth quarter of fiscal 2025 to reduce [removed: our] [added: the] carrying [removed: value in these] [added: values of the] entities to [added: their estimated] fair value.

See Note [removed: 21.][added: 2.]

*Macroeconomic Conditions - [removed: Tariffs*][added: Tariffs and Export Controls*]

In early 2025, the United States implemented significant new tariffs [removed: on foreign imports impacting multiple countries, commodities] and [removed: industries, and these new tariffs and] export restrictions [removed: also prompted retaliatory tariffs] [added: affecting a broad range of countries, commodities] and [removed: export restrictions from certain countries.][added: industries.]

As a global company with a substantial and diversified manufacturing [removed: footprint our diverse manufacturing footprint provides us with] [added: footprint, we have] some [removed: insulation against these] [added: ability to mitigate the effects of] tariffs, trade sanctions, and other geopolitical challenges.

We test goodwill for impairment annually, and [removed: when] [added: whenever] events or changes in circumstances indicate that goodwill might be impaired.

For fiscal year [removed: 2025,] [added: 2026,] we performed a quantitative [added: impairment] assessment.

If actual results [removed: are not consistent with] [added: differ materially from] management’s estimates and assumptions, a material goodwill impairment charge could [removed: occur, which could have a material adverse effect on our consolidated financial statements.][added: occur in future periods.]

The OECD, a global policy forum, introduced a framework to implement a global minimum tax of 15% [removed: which would apply] [added: applicable] to multinational [removed: corporations, referred to] [added: corporations known] as Pillar Two.

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

[removed: Implementation of the OECD proposal may] [added: Pillar Two did not] have a material impact on the [removed: Company's] [added: Company’s] Consolidated Financial Statements in [added: fiscal years 2026, 2025 or 2024, but further changes in implementation may have a material impact in] the future.

The Company reports its financial results in the following [removed: three] [added: two] designated segments: (i) [removed: Networking, (ii) Materials,] [added: Datacenter & Communications,] and [removed: (iii) Lasers.][added: (ii) Industrial.]

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

| | | | | | | | | | [removed: | | |] % of Revenues | | | | | | | | | | | | % of Revenues | | | [added: | | |]

| [removed: Total revenues | | |] [added: Revenues] | | | $ | 5,810 | | | | | 100 | | % | | | | $ | 4,708 | | | | | 100 | | % | [added: | | |]

| Cost of goods sold | | | [removed: | | |] 3,767 | | | | | | 65 | | | | | | 3,252 | | | | | | 69 | | | [added: | | |]

| Gross margin | | | [removed: | | |] 2,043 | | | | | | 35 | | | | | | 1,456 | | | | | | 31 | | | [added: | | |]

| Research and development | | | [removed: | | |] 582 | | | | | | 10 | | | | | | 479 | | | | | | 10 | | | [added: | | |]

| Selling, general and administrative | | | [removed: | | |] 926 | | | | | | 16 | | | | | | 854 | | | | | | 18 | | | [added: | | |]

| Restructuring charges | | | [added: 63] | | | [removed: 160] | | | [added: 1] | | | [removed: 3] | | | [added: 160] | | | [removed: 27] | | | [added: 3] | | | [removed: 1] | | |

| Impairment of assets held-for-sale | | | [removed: | | |] 85 | | | | | | 1 | | | | | | — | | | | | | — | | | [added: | | |]

| Interest and other, net | | | [removed: | | |] 196 | | | | | | 3 | | | | | | 244 | | | | | | 5 | | | [added: | | |]

| Earnings [removed: (loss) before income taxes | | |] [added: (Loss) Before Income Taxes] | | | 94 | | | | | | 2 | | | | | | (148) | | | | | | (3) | | | [added: | | |]

| Income [removed: tax expense] [added: Tax Expense] | | | [added: 61] | | | [removed: 64] | | | [added: 1] | | | [removed: 1] | | | [added: 64] | | | [removed: 11] | | | [added: 1] | | | [removed: —] | | |

| Net [removed: earnings (loss) | | |] [added: Earnings (Loss)] | | | 30 | | | | | | 1 | | | | | | (159) | | | | | | (3) | | | [added: | | |]

| Net [removed: loss attributable] [added: Loss Attributable] to [removed: noncontrolling interests] [added: Noncontrolling Interests] | | | [added: (18)] | | | [removed: (19)] | | | [added: —] | | | [removed: —] | | | [added: (19)] | | | [removed: (3)] | | | [added: —] | | | [removed: —] | | |

| Net [removed: earnings (loss) attributable] [added: Earnings (Loss) Attributable] to Coherent Corp. | | | [removed: | | |] $ | 49 | | | | | 1 | | % | | | | $ | (156) | | | | | (3) | | % | [added: | | |]

| Diluted [removed: earnings (loss) per share | | |] [added: Earnings (Loss) Per Share] | | | $ | (0.52) | | | | | | | | | | | $ | (1.84) | | | | | | | | [added: | | |]

Revenues. Revenues for the year ended June 30, 2025 increased 23% to $5,810 million, compared to $4,708 million for [removed: the prior] fiscal [removed: year.][added: 2024.]

- Conversion of Series B Preferred Stock

Coherent is a global leader in photonic technology.

Our broad photonic technology platform is foundational to the performance and scalability of AI datacenters.

AI runs on compute, but it scales on optical connectivity.

Coherent is at the center of an extraordinary expansion in optical networking infrastructure, driven by the rapid growth of AI, the transition from copper to optical connectivity, and the increasing need for bandwidth and energy efficiency across increasingly complex datacenter architectures.

We continue to experience continued strong demand in our Datacenter and Communications markets.

The increasing investments by hyperscale and other cloud providers in AI datacenter infrastructures have significantly boosted demand for our datacenter transceivers.

We are investing in manufacturing capacity for the Datacenter and Communications markets, including expanding our indium phosphide capacity in Sherman, Texas, to address our increased customer demand and industry-wide shortage.

In our Industrial markets, we are experiencing strong demand in semiconductor capital equipment.

*Agreements with NVIDIA*

On March 2, 2026, the Company entered into a multi-year strategic agreement with NVIDIA to advance the development of advanced optics technologies, including manufacturing capacity and research and development, to enable next-generation AI infrastructure.

The non-exclusive agreement includes a multi-billion-dollar purchase commitment with NVIDIA, as well as future access and capacity rights for advanced laser and optical networking products.

Separately, on March 2, 2026, NVIDIA made a $2 billion investment in the Company, through the purchase of shares of the Company’s Common Stock in a private placement.

The proceeds from the investment will be used to support research and development, future capacity and operations as we build out our manufacturing capabilities.

Equity and Redeemable Preferred Stock for further information.

*Change in Reportable Segments*

Effective July 1, 2025, we realigned our organizational structure and identified multiple operating segments which have been aggregated into two reportable segments based on our internal management structure and CODM oversight: (i) Datacenter & Communications, and (ii) Industrial.

Segment and Geographic Reporting for further information.

These restructuring actions were

In fiscal 2026, these activities resulted in net charges of $1 million, primarily for site move costs partially offset by adjustments to employee termination costs.

See Note 12.

Restructuring Plans for further information.

The 2023 Plan and the 2025 Plan are collectively referred to as the “Restructuring Plans.”

See Note 12.

Restructuring Plans for further information.

*Impairment of Assets Held-for-Sale and Sale of Business*

As a result of classifying these entities as held-for-sale, we recorded non-cash impairment charges of $85 million within the Industrial segment.

In the year ended June 30, 2026, we recorded additional non-cash impairment charges of $64 million, within the Industrial segment, related to these entities as well as an additional business that was classified as held-for-sale in the fourth quarter of fiscal 2026.

The charges were recorded in Impairment of assets held-for-sale in the Consolidated Statements of Earnings (Loss) to reduce the carrying values of the entities that continue to meet the held-for-sale criteria to their estimated fair value.

On September 2, 2025, we completed the sale of our aerospace and defense business, which was part of our Industrial segment, for approximately $400 million and recorded a gain of $115 million to Gain on sale of business in our Consolidated Statements of Earnings (Loss) in fiscal 2026.

On January 30, 2026, the Company completed the sale of its product division based in Munich, Germany.

The loss associated with the sale was $96 million, with a substantial portion of this loss recognized through impairment charges within Impairment of assets held-for-sale in the Consolidated Statement of Earnings (Loss), including $81 million in the fourth quarter of fiscal 2025, $13 million in the first quarter of fiscal 2026 and $11 million in the second quarter of fiscal 2026.

This was partially offset by a gain of $9 million recorded within Gain on sale of business in the Consolidated Statements of Earnings (Loss) in fiscal 2026.

Assets Held-for-Sale and Sale of Businesses for further information.

These actions have prompted retaliatory measures from certain foreign governments, including the imposition of tariffs and export controls.

On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not authorized by the statute.

The Company is the importer of

record for certain raw materials and products that were previously subject to such tariffs under IEEPA.

During the fourth quarter of fiscal 2026, following the orders of the U.S. Court of International Trade directing U.S. Customs and Border Protection to refund such duties, the Company concluded that recovery of a portion of previously paid tariffs was probable.

As a result, the Company recorded the receipt of tariff refunds received and recognized a net receivable for additional refunds expected to be recovered.

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.

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

We expect the restructuring actions to be substantially completed by the

end of fiscal 2026.

However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.

In fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee termination costs, the write-off of inventory for products that have been exited and shut down costs.

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

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.

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.

The determination of whether goodwill is impaired requires us to make judgments based on long-term projections of future performance.

Estimates of fair value are based on our projection of revenues, operating costs and cash flows of each reporting unit, considering historical and anticipated results and general economic and market conditions and their projections.

The fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting units, as well as a market analysis.

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

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

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.

During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our Chief Operating Decision Maker (“CODM”) implemented changes in the measure he uses to allocate resources and assess performance.

Networking ($ in millions)

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

| Revenues | | | | | | $ | 3,421 | | | | | $ | 2,296 | | | | | 49 | | % |

| Segment profit | | | | | | $ | 644 | | | | | $ | 354 | | | | | 82 | | % |

Materials ($ in millions)

| Revenues | | | | | | $ | 954 | | | | | $ | 1,017 | | | | | (6) | | % |

| Segment profit | | | | | | $ | 355 | | | | | $ | 297 | | | | | 19 | | % |

Lasers ($ in millions)

| Revenues | | | | | | $ | 1,435 | | | | | $ | 1,395 | | | | | 3 | | % |

| Segment profit | | | | | | $ | 317 | | | | | $ | 207 | | | | | 53 | | % |

The increase was primarily related to $73 million higher shipments of laser systems in our display capital equipment market partially offset by lower precision manufacturing shipments.

The higher segment profit was driven by favorable product mix, higher revenue volumes, improvements in pricing optimization and lower manufacturing costs and SG&A expenses.

| | | | | | | June 30, 2024 | | | | | | | | | | | | June 30, 2023 | | | | | | | | |

[removed: *Interest] [added: Interest] Rate [removed: Risk*][added: Risks]

As of June 30, [removed: 2025,] [added: 2026,] our total borrowings include variable rate borrowings, which expose us to changes in interest rates.

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

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: $30] [added: $25] million for the year ended June 30, [removed: 2025.][added: 2026.]

From time to time, we utilize forward currency contracts to manage exposures against the US dollar for select foreign currency transactions.

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

The interest rate swap expired on September 24, 2024.

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

The following defined terms are used in this Annual Report on Form 10-K: artificial intelligence (AI); [removed: artificial reality (AR);] bismuth telluride (Bi2Te3); carbon dioxide (CO2); [removed: chemical vapor deposition (CVD);] continuous wave (CW); co-packaged optics (CPO); datacenter interconnect (DCI); [removed: directly modulated laser (DML);] deep ultraviolet (DUV); digital signal processor (DSP); edge-emitting laser (EEL); electron-absorption modulated laser (EML); environmental, social, and governance (ESG); [removed: extreme-ultraviolet (EUV) lithography;] fifth-generation (5G) wireless; fourth-generation (4G) wireless; gallium arsenide (GaAs); gallium antimonide (GaSb), gallium nitride (GaN); gigabit per second (G); high-definition multimedia interface (HDMI); high-electron-mobility transistor (HEMT); indium phosphide (InP); infrared (IR); integrated circuit (IC); intellectual property (IP); kilowatt (kW); [removed: light detection and ranging (LiDAR);] light-emitting diode (LED); [removed: liquid crystal (LC); liquid crystal on silicon (LCoS);] machine learning (ML); [removed: metal-oxide-semiconductor field-effect transistor (MOSFET);] millimeter (mm); nanometer (nm); near-infrared (NIR); [added: optical circuit switches (OCS);] optically pumped semiconductor laser (OPSL); organic light-emitting diode (OLED); original equipment manufacturer (OEM); [added: photonic integrated circuits (PICs);] polymerase chain reaction (PCR); printed circuit board (PCB); radio frequency (RF); [removed: reconfigurable optical add/drop multiplexer (ROADM);] research and development (R&D); silicon carbide (SiC); terabit per second (T); three-dimensional (3D); [removed: two-dimensional (2D); transimpedance amplifier (TIA);] ultraviolet (UV); vertical-cavity surface-emitting laser (VCSEL); virtual reality (VR); watt (W); wavelength selective switching (WSS); zinc selenide (ZnSe); and zinc sulfide (ZnS).

Coherent develops, manufactures, and markets lasers, transceivers, and other optical and optoelectronic devices, modules, and systems, as well as engineered materials, for use in [added: datacenter &] communications, [removed: industrial, instrumentation] [added: as well as industrial applications, including precision manufacturing, energy, semiconductor & display capital equipment,] and [removed: electronics applications.][added: instrumentation.]

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, [added: lasers including] semiconductor [added: and high power] lasers, passive optics including isolators, transceivers, transport equipment, high power lasers for semiconductor capital equipment, display manufacturing, precision manufacturing, [added: consumer electronics, life sciences applications,] and scientific research.

[removed: Effective July 1, 2025 for our] [added: For] fiscal year 2026, the Company [removed: realigned] [added: reports] its [removed: organizational structure into] [added: results in] two reporting segments: (i) Datacenter [removed: and] [added: &] Communications, and (ii) Industrial.

Financial data regarding our revenues, results of operations, reporting segments, and international sales for the three years ended June 30, [removed: 2025,] [added: 2026,] are set forth in the Consolidated Statements of Earnings (Loss) and in Note [removed: 14.][added: 20.]

We listen to the voice of [removed: the employee] [added: our people] and foster open communication through an open-door [removed: policy and] [added: policy,] engagement [added: and pulse] surveys, [added: skip-level sessions, and town hall meetings,] among other methods.

As of June 30, [removed: 2025,] [added: 2026,] the Company employed approximately [removed: 30,000] [added: 51,000] employees worldwide.

| Research and development | | | [removed: 2,660] [added: 3,344] | | | [removed: 9%] [added: 6%] | | |

| Sales, general and administrative | | | [removed: 2,346] [added: 2,359] | | | [removed: 8%] [added: 5%] | | |

| Total: | | | [removed: 30,216] [added: 51,478] | | | 100% | | |

Globally, as of June 30, [removed: 2025,] [added: 2026,] approximately [removed: 45%] [added: 47%] of the workforce are women.

Our global footprint is diverse, with approximately [removed: 22,340] [added: 44,582] employees in the Asia-Pacific region, [removed: 3,640] [added: 3,177] in Europe, and [removed: 4,236] [added: 3,719] in the Americas.

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

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

Hiring talented individuals and continuing to develop our employees [removed: are] [added: is] critical to our operations.

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

We provide all employees [added: with] the chance to learn and develop critical skills, and we strive to attract, motivate, [added: develop] and retain our talent.

Select employees are eligible to receive equity-based [removed: awards,] [added: awards] to align employee and shareholder interests.

[removed: We also offer] a compelling suite of benefits, including comprehensive health benefits, competitive time-off programs, and employee assistance programs.

Overall, our key differentiators are our deep technology expertise [added: and our broad portfolio solutions,] combined with our ability to deliver volume solutions at scale.

In our production processes, we use [added: certain substrates, along with] numerous optical, electrical, and mechanical parts that are sourced from third-party suppliers.

These include [added: InP substrates,] ICs, DSPs, mechanical housings, and optical components, and we commonly refer to them as raw materials.

However, in the [removed: Lasers] [added: Industrial] segment, we currently purchase several key components and materials used in the manufacture of our products, including exotic materials, crystals, and optics, from sole-source or limited-source suppliers.

Like with other materials, we [removed: are constantly working] [added: continuously work] to strengthen and diversify our supply [removed: chain for resilience.][added: chain, including maintaining buffer inventory and developing multiple sources of supply.]

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

[removed: The Materials segment] [added: It] is [added: also] a market leader in engineered materials and optoelectronic devices, such as those based on ZnSe, ZnS, GaAs, InP, GaSb, and SiC.

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

- Transceivers, [added: co-packaged optics, optical circuit switches, and other] systems, subsystems, modules, [removed: components, optics,] and semiconductor devices for datacenter and communications applications.

For fiscal year [removed: 2025,] [added: 2026,] we report revenues of our [added: two] business segments in the following markets: [removed: communications, industrial, instrumentation] [added: (i) Datacenter & Communications,] and [removed: electronics.][added: (ii) Industrial.]

Effective July 1, 2025, [removed: for our fiscal year 2026,] the Company realigned its organizational structure [added: and now identifies multiple operating segments, which are aggregated] into two [removed: reporting segments which mirror the markets that they report into:] [added: reportable segments:] (i) Datacenter [removed: and] [added: &] Communications, and (ii) Industrial.

[added: Datacenter &] Communications Market Group

[removed: *•Telecom] [added: - *Communications] Market [removed: Vertical.* Coherent] [added: Vertical.* We develop] optical communications [removed: products and] technologies [added: that] enable [removed: next-generation] high-speed [removed: optical] transmission [removed: systems and] [added: systems,] transport networks, and datacenter [removed: solutions necessary to meet] [added: connectivity supporting] the [removed: accelerating global] [added: growing] bandwidth [removed: demand.][added: demands of AI, cloud computing, and next-generation communications networks.]

[removed: We are a global technology leader in optical communications, providing materials, subcomponents, components, modules, subsystems, and systems to] [added: Our customers include] optical component and module manufacturers, networking equipment manufacturers, datacenter operators, enterprises, and telecom service providers.

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

Our portfolio of optics, components, [removed: lasers,] and [removed: systems] [added: lasers] enables a wide variety of applications including EV battery welding, fine processing of medical devices, additive manufacturing, high-temperature superconducting wires and tapes, and even bleaching of jeans.

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

[removed: Coherent semiconductor laser bars and] stacks are used in applications such as hair and wrinkle removal, and femtosecond lasers combined with excimer lasers are used for common procedures like LASIK.

[removed: *•Consumer] [added: - *Consumer] Electronics Market Vertical.* We manufacture GaAs VCSELs and VCSEL arrays, InP edge-emitting lasers and [removed: photo diodes, as well as] [added: photodiodes, and] specialty glass wafers for the consumer electronics market.

- [removed: *Wireless] [added: *Automotive] Market Vertical.* We are a market leader in the technology development and large-volume manufacturing of 100 mm, 150 mm, and the industry’s first 200 mm semi-insulating SiC substrates.

In accordance with ASC 280 “Segment Reporting,” the aggregation of the company’s segments is based on similarities in economic characteristics, product and service types, production processes, type or class of customers, and distribution methods.

Previously, financial results had been reported in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers.

All applicable segment information has been restated to reflect this change.

| Manufacturing | | | 45,775 | | | 89% | | |

Our leadership and development programs include skills and competency development, management and leadership development, rotational and experiential learning, mentoring and coaching, to name a few.

We also offer

*Human Capital, Sustainability, and Corporate Responsibility Recognition:* As part of our ongoing focus on human capital management, employee well-being, sustainability, and responsible business practices, the Company received several external recognitions during 2025 and 2026.

In 2025, the Company received the Top Workplaces Work-Life Flexibility Award and the Top Workplaces Employee Well-Being Award, which are based on employee survey feedback and recognize organizations for workplace practices that support employee flexibility and well-being.

In 2026, the Company was named to Forbes' America’s Best Companies 2026 list, reflecting third-party evaluation of factors including workplace culture, employee experience, leadership, and business performance.

In 2026, the Company was recognized as one of TIME’s America’s Best Companies 2026, reflecting our culture and our people.

TIME’s ranking incorporates employee feedback alongside measures of financial performance and sustainability transparency, making it a meaningful reflection of who we are and how we work together.

In China, the Company received the Mercer China Healthy Workplace Women Care Excellence Award (2026–2027), recognizing programs and initiatives that support employee health, well-being, and women's workplace experiences.

The Company also received recognition from Kununu, one of Europe's largest employer review and workplace insight platforms.

In 2026, the Company was awarded the Kununu Seal for Family Friendliness, which recognizes employers based on employee feedback regarding family-supportive workplace practices, flexibility, and work-life integration.

The Company's ratings and recognitions on employer review platforms provide an additional source of employee-generated feedback regarding workplace culture and employee experience.

While these recognitions are administered by independent third parties and utilize varying methodologies, they provide external perspectives on the Company's human capital management practices, sustainability initiatives, workplace culture, and corporate responsibility programs.

The Company continues to evaluate and invest in programs designed to support its employees, communities, and long-term business objectives.

The following describes the principal products developed and marketed by each of our reportable segments.

Datacenter & Communications

- VCSELs, EELs, pump lasers, and other components, optics and ICs for datacenter and communication applications.

Industrial

- Laser systems and subsystems, including high-power lasers for materials processing.

These markets are consistent with the realignment of our organizational structure into two reporting segments which mirror the markets that they report into.

The Company realigned its markets from its four former markets: communications, industrial, instrumentation and electronics.

- *Datacenter Market Vertical.* AI and ML are driving rapid growth in datacenter infrastructure, increasing demand for high-performance optical connectivity that enables greater bandwidth, lower latency, and improved power efficiency.

Coherent is a leading supplier of optical transceivers for AI datacenter and networking applications, offering a comprehensive, protocol-agnostic portfolio supporting Ethernet, InfiniBand, NVIDIA NVLink, and other AI networking architectures.

Our vertically integrated technology platform includes the in-house design and manufacture

of transceivers and many of their critical components, including lasers, detectors, ICs, passive optics, thermal solutions, and PICs.

InP is a foundational technology for next-generation AI optical interconnects.

We continue to expand our global 6-inch InP manufacturing capacity in the United States and Europe to support increasing customer demand, while also operating multiple 6-inch GaAs VCSEL manufacturing facilities.

During fiscal 2026, we announced the expansion of our Sherman, Texas, manufacturing facility, entered into a strategic multi-year supply agreement with NVIDIA for advanced lasers and optical networking products supporting next-generation AI infrastructure, and received a $50 million preliminary memorandum of terms under the CHIPS and Science Act to support the Sherman expansion.

Our portfolio also includes silicon photonics, CPO, OCS, and other advanced optical technologies that support evolving AI datacenter architectures.

Our portfolio includes coherent transmission components and transceivers, transport products, optical amplifiers, passive optical components, optical line systems, and our multi-rail platform.

As AI infrastructure expands across geographically distributed datacenters, demand for DCI solutions continues to grow.

Our expertise across the optical networking stack enables us to deliver components, modules, subsystems, and integrated solutions that provide low power consumption, compact form factors, and efficient deployment for AI networking and communications applications.

Coherent semiconductor laser bars and

Leveraging our vertically integrated 6-inch GaAs platform, our VCSEL and InP products support high-volume, high-reliability applications, including 3D sensing.

Our products are used in smartphones, tablets, AR/VR headsets, smart watches, household robots, datacenters, HDMI optical cables, and automotive applications.

We believe the close collaboration between our development and manufacturing teams help improve project execution, reduce costs, accelerate technology transfers and provide valuable development opportunities for our employees.

| Datacenter & Communications | | | | | |

For fiscal year 2025, the Company’s organizational structure was aligned into three reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Networking, (ii) Materials, and (iii) Lasers.

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

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

| Manufacturing | | | 25,210 | | | 83% | | |

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

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

Each of these segments develops and markets key products as described below.

Networking

Materials

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

Lasers

- Laser systems and subsystems.

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

At Coherent, we have a complete portfolio of transceivers matched to the requirements set by AI and ML.

These transceivers are protocol-agnostic, meaning the same transceiver hardware can support Ethernet and InfiniBand, as well as proprietary protocols for AI and ML such as NVIDIA’s NVLink.

Over the years, we have made strategic investments that give us a unique level of vertical integration.

We not only design and manufacture our transceivers internally, but we also design and manufacture many of the materials and components, including lasers, detectors, ICs, and passive optics.

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

Coherent has multiple 6-inch GaAs VCSEL fabs in the U.S. and Europe.

We also have multiple InP fabs in the U.S. and Europe, and we are moving to 6-inch wafer capability.

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

We design products that meet the increasing demands for network bandwidth and data storage.

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 proven experience in both transmission and transport allows us to effectively address the emerging DCI market.

Our optoelectronic components, transceivers, submodules, pluggable amplifiers, and configurable line cards are able to meet the requirements of low power consumption, compactness, ease of installation and operation, and cost savings, which are often mandatory features in the DCI market.

*•Aerospace & Defense Market Vertical.* Coherent aerospace and defense solutions enable mission-critical capabilities for applications in high-energy lasers; contested space; and intelligence, surveillance, and reconnaissance.

Our Aerospace & Defense division maintains separate business development, IT infrastructure, accounting, finance, engineering, and manufacturing facilities in the United States with strictly controlled access; the division is dedicated to our U.S. government-supported contracts.

Instrumentation Market Group

Electronics Market Group

Our VCSEL products leverage our world-class 6-inch GaAs platform, combining our epitaxial wafer growth and wafer fabrication capabilities.

Our VCSELs are also widely deployed in datacenters and HDMI optical cables as well as in vehicle steering wheels.

Today, Coherent is one of the very few vertically integrated 6-inch VCSEL manufacturers with a proven track record in high-volume manufacturing of high-reliability, large multi-emitter VCSEL arrays designed for 3D sensing.

We are also one of the very few companies that have shipped InP diode lasers and photodiodes in high volume for consumer electronics applications; these are also manufactured in-house.

An increasing number of consumer devices are coming on the market with embedded VCSELs, including multiple smartphones and tablets, AR/VR headsets, smart watches, and household robots.

In addition to VCSELs, our products for the consumer electronics market include wafer-scale optics, diffraction gratings, thermoelectric coolers, driver ICs, and substrates for sensing and AR/VR applications.

*•Automotive Market Vertical.* We are a global leader in SiC substrates for power electronics that improve the energy efficiency of electric and hybrid-electric vehicles.

Our industry-leading semiconductor lasers, optics, and materials can be leveraged for LiDAR systems embedded in advanced driver-assistance systems (ADAS) for autonomous vehicles.

LiDAR sensors enable ADAS to perform functions such as emergency braking, distance warning, and adaptive cruise control.

These substrates are utilized by

We believe the close interaction between the development and manufacturing functions enhances the direction of our projects, reducing costs and accelerating technology transfers.

for the fiscal year ended June 30, [removed: 2025][added: 2026]

Aggregate market value of outstanding common stock, no par value, held by non-affiliates of the Registrant at December 31, [removed: 2024,] [added: 2025,] was approximately [removed: $14,625,992,855] [added: $34,498,305,389] based on the closing sale price reported on the [removed: Nasdaq Global Select Market.][added: New York Stock Exchange.]

Number of outstanding shares of common stock, no par value, at August [removed: 11, 2025,] [added: 10, 2026,] was [removed: 155,805,474.][added: 195,832,246.]

Portions of the registrant’s definitive proxy statement, which will be issued in connection with the [removed: 2025] [added: 2026] 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: 2026] [added: 2027] 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.

- Significant political, trade, regulatory developments, and other circumstances beyond our control, including [removed: as a result of recently announced tariffs,] [added: those resulting from increased tariffs and ongoing geopolitical tensions,] could have a material adverse effect on our financial condition [added: and may limit our ability to sell our products to certain customers] or [removed: results of] [added: markets, or could otherwise restrict our ability to conduct] operations.

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

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

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

- We are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product [removed: considerations,] [added: considerations and cybersecurity, data privacy, and AI requirements,] 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 [removed: operations] [added: operations,] and reputation.

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

- Our reliance on contract manufacturers, and any failure to qualify or requalify our own or our subcontractors’ manufacturing lines for volume production, could adversely affect our ability to meet customer demand and harm our business, results of operations, and financial condition.

- We may not be able to achieve expected returns from strategic investments, including capacity expansions.

- We purchase a significant amount of the materials and components used in our products from a limited number of suppliers.

- Failure to maintain effective internal control over financial reporting may cause a loss of investor confidence in the reliability of our financial statements or cause us to delay filing our periodic reports with the U.S. Securities and Exchange Commission and may adversely affect our stock price.

- 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.

- 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.

Our Series B Preferred Stock ranks junior to all of our and our subsidiaries’ consolidated liabilities.

- The redemption rights of the holders of Series B Preferred Stock may result in the use of our cash in such a way that could adversely affect our business, financial condition or results of operations.

- Holders of our Series B Preferred Stock can exercise significant control over us, which could limit the ability of holders of our other capital stock to influence the outcome of key transactions, including a change of control.

Information regarding our principal U.S. properties at June 30, [removed: 2025,] [added: 2026,] is set forth below:

| Sherman, TX | | | | | | Manufacturing | | | | | | [removed: Materials] [added: Datacenter & Communications] | | | | | | 700,000 | | | | | | Owned | | |

| Easton, PA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Materials] [added: Industrial] | | | | | | 281,000 | | | | | | Leased | | |

| Saxonburg, PA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Materials] [added: Industrial] | | | | | | 235,000 | | | | | | Owned and Leased | | |

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

| Newark, DE | | | | | | Manufacturing and Research and Development | | | | | | [removed: Materials] [added: Industrial] | | | | | | 135,000 | | | | | | Leased | | |

| Fremont, CA | | | | | | Manufacturing and Research and Development | | | | | | [removed: Materials] [added: Datacenter & Communications] | | | | | | 121,556 | | | | | | Leased | | |

| [removed: Murrieta, CA] [added: Germany] | | | | | | [removed: Manufacturing and] [added: Manufacturing,] Research and Development | | | | | | [removed: Materials] [added: Industrial] | | | | | | [removed: 108,000] [added: 892,000] | | | | | | [added: Owned and] Leased | | |

Information regarding our principal foreign properties at June 30, [removed: 2025,] [added: 2026,] is set forth below:

| China | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | [removed: Materials] [added: Datacenter & Communications] and [removed: Networking] [added: Industrial] | | | | | | [removed: 3,310,650] [added: 5,850,654] | | | | | | Owned and Leased | | |

| [removed: Germany] [added: United Kingdom] | | | | | | Manufacturing, Research and Development | | | | | | [removed: Lasers] [added: Datacenter & Communications and Industrial] | | | | | | [removed: 892,000] [added: 188,000] | | | | | | Owned and Leased | | |

| Malaysia | | | | | | Manufacturing, Research and Development | | | | | | [removed: Networking] [added: Datacenter & Communications and Industrial] | | | | | | [removed: 889,205] [added: 1,163,732] | | | | | | Owned | | |

| Germany | | | | | | Manufacturing and Distribution | | | | | | [removed: Materials] [added: Datacenter & Communications] and [removed: Networking] [added: Industrial] | | | | | | [removed: 137,700] [added: 135,231] | | | | | | Owned and Leased | | |

| Switzerland | | | | | | Manufacturing, Research and Development, and Distribution | | | | | | [removed: Materials] [added: Industrial] | | | | | | [removed: 112,000] [added: 127,897] | | | | | | Leased | | |

| Vietnam | | | | | | Manufacturing | | | | | | Datacenter & Communications and Industrial | | | | | | 1,153,428 | | | | | | Owned and Leased | | |

| Philippines | | | | | | Manufacturing | | | | | | Industrial | | | | | | 458,846 | | | | | | Leased | | |

| Sweden | | | | | | Manufacturing and Research and Development | | | | | | Datacenter & Communications | | | | | | 140,896 | | | | | | Leased | | |

| South Korea | | | | | | Research and Development | | | | | | Datacenter & Communications and Industrial | | | | | | 162,121 | | | | | | Owned and Leased | | |

| Finland | | | | | | Manufacturing | | | | | | Industrial | | | | | | 124,948 | | | | | | Leased | | |

| Vietnam | | | | | | Manufacturing | | | | | | Materials and Networking | | | | | | 719,000 | | | | | | Owned and Leased | | |

| Philippines | | | | | | Manufacturing | | | | | | Materials | | | | | | 426,240 | | | | | | Leased | | |

| United Kingdom | | | | | | Manufacturing, Research and Development | | | | | | Lasers and Networking | | | | | | 187,568 | | | | | | Owned and Leased | | |

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

As of August [removed: 11, 2025,] [added: 10, 2026,] there were approximately [removed: 790] [added: 736] holders of record of our common stock.

Dividends on the Company’s Series [removed: A Mandatory] [added: B] Convertible Preferred Stock were 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 [removed: 6% of the liquidation preference of $200.00] [added: 5%, subject to increase if Coherent defaulted on its payment obligation with respect to these shares, not to exceed 14%] per [removed: share.][added: annum.]

All outstanding shares of Series [removed: A Mandatory] [added: B] Convertible Preferred Stock were converted to Company Common Stock [removed: on July 3, 2023,] [added: in the quarter ended December 31, 2025,] and no shares of Series [removed: A Mandatory] [added: B] Convertible Preferred Stock are currently issued and outstanding.

Until the fourth anniversary of the issuance of the Series B Convertible Preferred Stock, dividends [removed: are] [added: were] payable solely in-kind.

After the fourth anniversary, dividends [removed: are] [added: were] payable, at the Company’s option, in cash, in-kind or as a combination of both.

The Company did not repurchase any shares of its common stock during the fiscal year ended June 30, [removed: 2025,] [added: 2026,] 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 [added: S&P 500, the] Russell [removed: 1000 Index] [added: 1000, the S&P Composite 1500 Electronic Equipment, Instruments & Components Index,] and [removed: with] a peer group of companies constructed by the Company for the period from June 30, [removed: 2020,] [added: 2021,] through June 30, [removed: 2025.][added: 2026.]

The Company’s [removed: current fiscal year] peer group includes IPG Photonics Corp., Wolfspeed Inc., Lumentum Holdings, Inc., Corning, Inc., MKS Instruments, Inc., and Honeywell International, Inc.

][added: Graph FY26.jpg](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/iivi-20260630_g1.jpg)]

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 its payment obligation with respect to these shares, not to exceed 14% per annum.

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

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [49](#i029d1f64326041ffa44ebeff76b4374c_79)] [added: [50](#i994ba7cf1bc444699c20cbef454a6f29_2467)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: [50](#i029d1f64326041ffa44ebeff76b4374c_82)] [added: [51](#i994ba7cf1bc444699c20cbef454a6f29_2479)] | | |

| Consolidated Balance Sheets | | | [removed: [53](#i029d1f64326041ffa44ebeff76b4374c_88)] [added: [54](#i994ba7cf1bc444699c20cbef454a6f29_16)] | | |

| Consolidated Statements of Earnings (Loss) | | | [removed: [54](#i029d1f64326041ffa44ebeff76b4374c_91)] [added: [55](#i994ba7cf1bc444699c20cbef454a6f29_1385)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: [55](#i029d1f64326041ffa44ebeff76b4374c_94)] [added: [56](#i994ba7cf1bc444699c20cbef454a6f29_25)] | | |

| Consolidated Statements of Shareholders’ Equity and Mezzanine Equity | | | [removed: [56](#i029d1f64326041ffa44ebeff76b4374c_97)] [added: [57](#i994ba7cf1bc444699c20cbef454a6f29_1401)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [57](#i029d1f64326041ffa44ebeff76b4374c_103)] [added: [58](#i994ba7cf1bc444699c20cbef454a6f29_28)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [59](#i029d1f64326041ffa44ebeff76b4374c_106)] [added: [60](#i994ba7cf1bc444699c20cbef454a6f29_40)] | | |

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules [removed: 13a-159f)] [added: 13-15(f)] and [removed: 15(d)-15(f).][added: 15d-15(f).]

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2025.][added: 2026.]

Based on the evaluation, management concluded that as of June 30, [removed: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2025,] [added: 2026,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] 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 14, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At June 30, [removed: 2025,] [added: 2026,] the balance of the Company’s goodwill related to the Lasers reporting unit was [removed: $3.2] [added: $3.1] 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: 2025,] [added: 2026,] 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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] and the related notes and [added: financial statement] schedule listed in the Index at Item 15(a)(2) and our report dated August 14, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

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

| Cash and cash equivalents | | | [added: $] | [added: 1,162,018] | | [removed: $] | [removed: 909,200] | | [added: $] | [added: 909,200] | | [removed: $] | [removed: 926,033] | |

| Restricted cash, current | | | [added: 35,156] | | | [removed: 8,897] | | | [added: 8,897] | | | [removed: 174,008] | | |

| Accounts receivable - less allowance for doubtful accounts of [removed: $12,189 and $9,511] [added: $13,193] at June 30, [removed: 2025] [added: 2026] and [added: $12,189 at] June 30, [removed: 2024, respectively] [added: 2025] | | | [added: 1,343,278] | | | [removed: 964,051] | | | [added: 964,051] | | | [removed: 848,542] | | |

| Inventories | | | [added: 2,581,043] | | | [removed: 1,437,636] | | | [added: 1,437,636] | | | [removed: 1,286,404] | | |

| Prepaid and refundable income taxes | | | [added: 78,892] | | | [removed: 55,773] | | | [added: 55,773] | | | [removed: 26,909] | | |

| Prepaid and other current assets | | | [added: 900,112] | | | [removed: 551,597] | | | [added: 551,597] | | | [removed: 398,203] | | |

| Total Current Assets | | | [added: 6,925,499] | | | [removed: 3,927,154] | | | [added: 3,927,154] | | | [removed: 3,660,099] | | |

| Property, plant & equipment, net | | | [added: 2,999,343] | | | [removed: 1,877,507] | | | [added: 1,877,507] | | | [removed: 1,817,259] | | |

| Goodwill | | | [added: 4,375,597] | | | [removed: 4,471,084] | | | [added: 4,471,084] | | | [removed: 4,464,329] | | |

| Other intangible assets, net | | | [added: 2,884,474] | | | [removed: 3,204,747] | | | [added: 3,204,747] | | | [removed: 3,503,247] | | |

| Deferred income taxes | | | [added: 69,434] | | | [removed: 53,407] | | | [added: 53,407] | | | [removed: 40,966] | | |

| Restricted cash, non-current | | | [added: 571,222] | | | [removed: 714,816] | | | [added: 714,816] | | | [removed: 689,645] | | |

| Other assets | | | [added: 474,283] | | | [removed: 662,221] | | | [added: 662,221] | | | [removed: 313,089] | | |

| Total Assets | | | [added: $] | [added: 18,299,852] | | [removed: $] | [removed: 14,910,936] | | [added: $] | [added: 14,910,936] | | [removed: $] | [removed: 14,488,634] | |

| Liabilities, Mezzanine Equity and [added: Shareholders'] Equity | | | | | | | | | | | | | | |

| Current portion of long-term debt | | | [added: $] | [added: 7,916] | | [removed: $] | [removed: 188,306] | | [added: $] | [added: 188,306] | | [removed: $] | [removed: 73,770] | |

| Accounts payable | | | [added: 1,905,357] | | | [removed: 846,984] | | | [added: 846,984] | | | [removed: 631,548] | | |

| Accrued compensation and benefits | | | [added: 358,047] | | | [removed: 258,650] | | | [added: 258,650] | | | [removed: 212,458] | | |

| Operating lease current liabilities | | | [added: 61,371] | | | [removed: 41,575] | | | [added: 41,575] | | | [removed: 40,580] | | |

| Accrued income taxes payable | | | [added: 173,248] | | | [removed: 123,762] | | | [added: 123,762] | | | [removed: 90,705] | | |

August 14, 2026

August 14, 2026

| Short-term investments | | | 825,000 | | | | | | — | | | | | |

| | | | 11,348,978 | | | | | | 6,012,579 | | | | | |

| Gain on sale of business | | | | | | (124,133) | | | | | | — | | | | | | — | | | | | |

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

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

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

*See Notes to Consolidated Financial Statements.*

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

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

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

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

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

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

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

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

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

| Share-based and deferred compensation activities | | | | | | 2,857 | | | | | | 229,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (569) | | | | | | (77,418) | | | | | | — | | | | | | 151,675 | | | | | | — | | | | | | — | | | | | |

| Conversion of Series A preferred stock | | | | | | 30,122 | | | | | | 2,506,885 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,506,885 | | | | | | (215) | | | | | | (2,506,885) | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 804,998 | | | | | | — | | | | | | — | | | | | | (18,114) | | | | | | 786,884 | | | | | | — | | | | | | — | | | | | |

| Foreign currency translation adjustments | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (158,376) | | | | | | — | | | | | | — | | | | | | — | | | | | | (689) | | | | | | (159,065) | | | | | | — | | | | | | — | | | | | |

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

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,102) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,102) | | | | | | — | | | | | | 23,624 | | | | | |

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

| Sale of shares net of issuance costs of $1,575 | | | | | | 7,788 | | | | | | 1,998,450 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,998,450 | | | | | | — | | | | | | — | | | | | |

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

| Balance - June 30, 2026 | | | | | | 212,616 | | | | | | $ | 9,790,596 | | | | | — | | | | | | $ | — | | | | | $ | 204,112 | | | | | $ | 1,354,270 | | | | | (16,863) | | | | | | $ | (445,483) | | | | | $ | 334,705 | | | | | $ | 11,238,200 | | | | | — | | | | | | $ | — | | | | |

($000)

| Net earnings (loss) | | | $ | 786,884 | | | | | $ | 30,057 | | | | | $ | (158,764) | | | | |

| Gain on sale of business | | | (124,133) | | | | | | — | | | | | | — | | | | | |

| Gain on sale of equity investment | | | (73,998) | | | | | | — | | | | | | — | | | | | |

| Purchases of intangible assets | | | (7,174) | | | | | | — | | | | | | — | | | | | |

| Proceeds from sale of equity investment | | | 89,384 | | | | | | — | | | | | | — | | | | | |

| Purchases of short-term investments | | | (1,025,000) | | | | | | — | | | | | | — | | | | | |

| Proceeds from sales/maturities of short-term investments | | | 200,000 | | | | | | — | | | | | | — | | | | | |

| Proceeds from borrowings of other credit facilities | | | 28,004 | | | | | | — | | | | | | — | | | | | |

| Proceeds from issuance of common shares | | | 1,998,552 | | | | | | — | | | | | | — | | | | | |

*See Notes to Consolidated Financial Statements.*

We generate nearly all of our revenues, earnings, and cash flows from developing, manufacturing, and marketing a wide range of products and services for our end markets.

August 14, 2025

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

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

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

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

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

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

| Balance - June 30, 2022 | | | | | | 120,923 | | | | | | $ | 2,064,552 | | | | | 2,300 | | | | | | $ | 445,319 | | | | | $ | (2,167) | | | | | $ | 1,348,125 | | | | | (13,973) | | | | | | $ | (239,354) | | | | | $ | — | | | | | $ | 3,616,475 | | | | | 75 | | | | | | $ | 766,803 | |

| Share-based and deferred compensation activities | | | | | | 4,029 | | | | | | 171,128 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,164) | | | | | | (53,767) | | | | | | — | | | | | | 117,361 | | | | | | — | | | | | | — | | |

| Coherent acquisition | | | | | | 22,588 | | | | | | 1,207,591 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,207,591 | | | | | | — | | | | | | — | | |

| Convertible debt conversions | | | | | | 7,181 | | | | | | 337,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 337,940 | | | | | | — | | | | | | — | | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (259,458) | | | | | | — | | | | | | — | | | | | | — | | | | | | (259,458) | | | | | | — | | | | | | — | | |

| Issuance of Series B shares | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 140 | | | | | | 1,358,000 | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (144,251) | | | | | | — | | | | | | — | | | | | | — | | | | | | (144,251) | | | | | | — | | | | | | 116,612 | | |

| Purchases of businesses, net of cash acquired | | | | | | — | | | | | | — | | | | | | (5,488,556) | | |

| Proceeds from issuance of Series B preferred shares | | | | | | — | | | | | | — | | | | | | 1,400,000 | | |

| Payments on convertible notes | | | | | | — | | | | | | — | | | | | | (3,561) | | |

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.

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.

The evaluation of impairment involves comparing the current fair value of our reporting units to the recorded value (including goodwill).

We use a discounted cash flow (“DCF”) model and/or a market analysis to determine the fair value of our reporting units.

A number of assumptions and estimates are involved in estimating the forecasted cash flows used in the DCF model, including markets and market shares, sales volume and pricing, costs to produce, working capital changes and income tax rates.

Management considers historical experience and all available information at the time the fair values of the reporting units are estimated.

The Mandatory Convertible Preferred Stock was initially measured at fair value, less underwriting discounts and commissions and offering expenses paid by the Company.

The Preferred Stock’s dividends were cumulative, at 6% per annum.

Equity and Redeemable Preferred Stock for further information.

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

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.

Costs for freight and shipping are generally recorded in cost of goods sold when control of the products has transferred to the customer.

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Segment and Geographic Reporting for further information.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”).

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2025,] [added: 2026,] the Company’s disclosure controls and procedures were effective.

During the three months ended June 30, 2026, 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 of the Exchange Act.

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.

The other information required by this item, to the extent applicable, is incorporated herein by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025.][added: 2026.]

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 [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025] [added: 2026] and is incorporated herein by reference.

The information required by this item is incorporated herein by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated herein by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated herein by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025.][added: 2026.]

The information required by this item is incorporated herein by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended June 30, [removed: 2025.][added: 2026.]

Schedule II – Valuation and Qualifying Accounts for each of the three fiscal years in the period ended June 30, [removed: 2025] [added: 2026] is set forth under Item 8 of this Annual Report on Form 10-K.

| [removed: 4.01+] [added: 4.01] | | | | | | [Description of Coherent Corp.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex401descriptionofcoherent.htm) | | | | | | [added: 10-K] | | | [added: 4.01] | | | [added: August 15, 2025] | | | [added: 001-39375] | | |

| [removed: 4.07+] [added: 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) | | | | | | [added: 10-K] | | | [added: 4.07] | | | [added: August 15, 2025] | | | [added: 001-39375] | | |

| [removed: 10.05] [added: 10.07] | | | | | | [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: 10.06] [added: 10.08] | | | | | | [Investment Agreement, dated as of October 10, 2023 by and between Silicon Carbide LLC and Mitsubishi Electric Corporation](https://www.sec.gov/Archives/edgar/data/820318/000119312523253029/d561787dex102.htm) | | | | | | 8-K | | | 10.2 | | | October 10, 2023 | | | 001-39375 | | |

| [removed: 10.07] [added: 10.09] | | | | | | [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: 10.08] [added: 10.10] | | | | | | [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: 10.09] [added: 10.11] | | | | | | [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: 10.10] [added: 10.15] | | | | | | [II-VI Incorporated Amended and Restated [removed: 2012] [added: 2018] Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312514396460/d814351dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000820318/000119312520289839/d89872dex991.htm)] | | | | | | S-8 | | | [removed: 10.1] [added: 99.1] | | | November [removed: 4, 2014] [added: 10, 2020] | | | [removed: 333-199855] [added: 333-249995] | | |

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

| [removed: 10.12] [added: 10.13] | | | | | | [II-VI Incorporated Second Amended and Restated 2012 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000156459016012460/iivi-ex1001_121.htm) | | | | | | 10-Q | | | 10.01 | | | February 8, 2016 | | | 000-16195 | | |

| [removed: 10.13] [added: 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 | | |

| [removed: 10.15] [added: 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 | | |

| [removed: 10.16] [added: 10.17] | | | | | | [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: 10.17] [added: 10.18] | | | | | | [Coherent Corp. Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/820318/000119312524260003/d695449dex101.htm) | | | | | | 8-K | | | 10.1 | | | November 18, 2024 | | | 001-39375 | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Form of Restricted Share Unit Settled in Shares Award Agreement under the Coherent Corp. Omnibus Incentive 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: 10.19] [added: 10.20] | | | | | | [Form of Performance Share Unit Award Agreement (Cash Flow; Share-Settled) under the Coherent Corp. Omnibus Incentive 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: 10.20] [added: 10.21] | | | | | | [Form of Performance Share Unit Award Agreement (Relative TSR; Share-Settled) under the Coherent Corp. Omnibus Incentive 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: 10.21+] [added: 10.22] | | | | | | [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) | | | | | | [added: 10-K] | | | [added: 10.21] | | | [added: August 15, 2025] | | | [added: 001-39375] | | |

| [removed: 10.22+] [added: 10.23] | | | | | | [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) | | | | | | [added: 10-K] | | | [added: 10.22] | | | [added: August 15, 2025] | | | [added: 001-39375] | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Description of Incentive Programs](https://www.sec.gov/Archives/edgar/data/820318/000082031824000016/ex1025descriptionofincenti.htm) | | | | | | 10-K | | | 10.25 | | | August 16, 2024 | | | 001-39375 | | |

| [removed: 10.24] [added: 10.25] | | | | | | [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: 10.25] [added: 10.26] | | | | | | [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: 10.26] [added: 10.27] | | | | | | [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: 10.27] [added: 10.28] | | | | | | [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 | | |

| 10.30 | | | | | | [removed: [CEO Succession and Retirement Agreement,] [added: [Transition Acknowledgment Letter,] dated [removed: February 17,] [added: October 3,] 2024, by and between Coherent Corp. and [removed: Dr. Vincent D. Mattera, Jr.](https://www.sec.gov/Archives/edgar/data/820318/000119312524039385/d700987dex101.htm)] [added: Ronald Basso](https://www.sec.gov/Archives/edgar/data/820318/000082031825000004/ex1001-transitionacknowled.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | 10.1 | | | February [removed: 20, 2024] [added: 5, 2025] | | | 001-39375 | | |

| 10.31 | | | | | | [removed: [Transition Services and Final Agreement, dated September 13, 2023, by and] [added: [Offer Letter] between [added: James R. Anderson and] Coherent Corp. [removed: and Mary Jane Raymond](https://www.sec.gov/Archives/edgar/data/820318/000119312523235505/d517089dex101.htm)] [added: dated May 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex101.htm)] | | | | | | 8-K | | | 10.1 | | | [removed: September 15, 2023] [added: June 3, 2024] | | | 001-39375 | | |

| 10.32 | | | | | | [removed: [Transition Acknowledgment Letter, dated October 3, 2024, by and] [added: [Offer Letter] between [added: Sherri R. Luther and] Coherent Corp. [removed: and Ronald Basso](https://www.sec.gov/Archives/edgar/data/820318/000082031825000004/ex1001-transitionacknowled.htm)] [added: dated October 8, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524236461/d888602dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | 10.1 | | | [removed: February 5, 2025] [added: October 11, 2024] | | | 001-39375 | | |

| [removed: 10.35] [added: 10.33] | | | | | | [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: 10.36] [added: 10.34] | | | | | | [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 | | |

| [removed: 10.37] [added: 10.35] | | | | | | [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 | | |

| [removed: 10.38] [added: 10.36] | | | | | | [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 | | |

| [removed: 10.39] [added: 10.37] | | | | | | [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 | | |

| [removed: 19.01+] [added: 19.01] | | | | | | [Coherent Corp. and its subsidiaries Insider Trading and Tipping Policy, effective September 25, 2018 and revised December 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex1901-insidertradingandti.htm) | | | | | | [added: 10-K] | | | [added: 19.01] | | | [added: August 15, 2025] | | | [added: 001-39375] | | |

| 21.01+ | | | | | | [List of Subsidiaries of Coherent [removed: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex2101listofsubsidiaries06.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/axex2101listofsubsidiaries.htm)] | | | | | | | | | | | | | | | | | |

| 23.01+ | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031825000014/ex2301-accountingfirmxfy25.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/a10-kxex2301xaccountingfirm.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/820318/000082031825000014/ex3101-ceocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/axex3101xceocertification.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/820318/000082031825000014/ex3102-cfocertificationxfy.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/axex3102xcfocertification.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/820318/000082031825000014/ex3201-ceosoxxfy2510xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/a10-kxex3201xceosox.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/820318/000082031825000014/ex3202-cfosoxxfy2510xk.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/820318/000082031826000020/a10-kxex3202xcfosox.htm)] | | | | | | | | | | | | | | | | | |

| 10.05 | | | | | | [Amendment No.4 to Credit Agreement, dated September 26, 2025, among Coherent Corp., JP Morgan Chase Bank, N.A. as administrative agent, the lenders party thereto and the other parties party thereto.](https://www.sec.gov/Archives/edgar/data/820318/000119312525220656/d854664dex101.htm) | | | | | | 8-K | | | 10.1 | | | September 26, 2025 | | | 001-39375 | | |

| 10.06 | | | | | | [Amendment No.5 to Credit Agreement, dated September 26, 2025, among Coherent Corp., JP Morgan Chase Bank, N.A. as administrative agent, the lenders party thereto and the other parties party thereto.](https://www.sec.gov/Archives/edgar/data/820318/000119312525220656/d854664dex102.htm) | | | | | | 8-K | | | 10.2 | | | September 26, 2025 | | | 001-39375 | | |

| 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 | | |

| 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 | | |

| 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 18, 2023 | | | 001-39375 | | |

| 10.33 | | | | | | [Offer Letter between James R. Anderson and Coherent Corp. dated May 31, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524152389/d845190dex101.htm) | | | | | | 8-K | | | 10.1 | | | June 3, 2024 | | | 001-39375 | | |

| 10.34 | | | | | | [Offer Letter between Sherri R. Luther and Coherent Corp. dated October 8, 2024](https://www.sec.gov/Archives/edgar/data/820318/000119312524236461/d888602dex101.htm) | | | | | | 8-K | | | 10.1 | | | October 11, 2024 | | | 001-39375 | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ James R. Anderson | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Sherri Luther | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Ilaria Mocciaro | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Enrico [removed: Digirolamo] [added: DiGirolamo] | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Joseph J. Corasanti | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Michael L. Dreyer | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Patricia Hatter | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ David L. Motley | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Lisa Neal-Graves | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Stephen Pagliuca | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Elizabeth A. Patrick | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Shaker Sadasivam | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Stephen A. Skaggs | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Michelle Sterling | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Sandeep S. Vij | | |

| Date: August 14, [removed: 2025] [added: 2026] | | | | | | By: | | | | | | /s/ Howard H. Xia | | |

| Date: August 14, 2026 | | | | | | By: | | | | | | /s/ James R. Anderson | | |