Coherent 10-Q 2025-12-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended December 31, 2025

for the transition period from to .

Commission File Number: 001-39375

COHERENT CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 724-352-4455

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At February 2, 2026, 187,481,852 shares of Common Stock, no par value, of the registrant were outstanding.

COHERENT CORP.

INDEX

PART I - FINANCIAL INFORMATION

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)

See Notes to Condensed Consolidated Financial Statements*.*

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)

See Notes to Condensed Consolidated Financial Statements.

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of Coherent’s financial statements with a narrative from the perspective of management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included under Item 1 of this Quarterly Report on Form 10-Q. Coherent’s MD&A is presented in the following sections:

• Forward-Looking Statements

• Overview

• Trends and Other Matters Affecting Our Business

• Critical Accounting Estimates

• Conversion of Series B Preferred Stock

• Results of Operations

• Liquidity and Capital Resources

Forward-looking statements in Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Part II Item 1A for discussion of these risks and uncertainties).

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “believes,” “plans,” “projects” or similar expressions.

Although our management considers the expectations and assumptions on which the forward-looking statements in this Quarterly Report on Form 10-Q are based to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to: (i) the failure of any one or more of the expectations or assumptions on which such forward-looking statements are based to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in Item 1A in this Quarterly Report on Form 10-Q, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 and in the Company's other reports filed with the Securities and Exchange Commission. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, or to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this report. We do not assume any obligation, and do not intend, to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.

Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws. Investors should not assume that the Company agrees with any statement, conclusion of any analysis, or report issued by any analyst irrespective of the content of the statement or report.

Overview

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 communications, industrial, instrumentation and electronics applications. 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. Coherent has broad technical expertise and a deep technology stack in areas of importance to our products, including materials growth and fabrication of specialty materials, semiconductor lasers, passive optics including isolators, transceivers, transport equipment, high power lasers for semiconductor capital equipment, display manufacturing, precision manufacturing, and scientific research. Many of our products include custom integrated software that we develop internally, leveraging our deep domain expertise. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide.

Trends and Other Matters Affecting Our Business

Industry Conditions

We continue to experience 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. Elevated demand for our new ZR/ZR+ transceivers and sustained growth in traditional telecom transport products drove higher shipment volumes for our telecom and other communications solutions.

Change in Reportable Segments

Operating segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into reportable operating segments is permitted if the businesses have similar economic characteristics and meet established qualitative criteria. 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. See Note 13. Segment Reporting for further information.

Restructuring Plans

2023 Plan

On May 23, 2023, the Board of Directors approved the 2023 Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. 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 the three and six months ended December 31, 2025, these activities resulted in recoveries of $12 million and $5 million, respectively. The current quarter recoveries are primarily for adjustments to employee termination costs and the current year-to-date recoveries are primarily for adjustments to employee termination costs partially offset by site move costs. In fiscal 2025, these activities resulted in charges of $53 million, primarily for impairment losses associated with the sale of our Newton Aycliffe business, impairment of right-of-use (“ROU”) assets, employee termination costs, site move costs and accelerated depreciation. In fiscal 2024, these activities resulted in $119 million of charges primarily for employee termination costs, and the write-off of property and equipment, net of $65 million from reimbursement arrangements. See Note 17. Restructuring Plans for further information.

2025 Plan

Commencing in the quarter ended March 31, 2025, and as part of the ongoing strategic review of the Company’s business, the Company’s management approved the 2025 Plan to take a number of restructuring actions, including site consolidations, facilities moves and closures, workforce reductions, contract terminations, and certain other associated cost reductions. The 2023 Plan and the 2025 Plan are collectively referred to as the **“**Restructuring Plans.”

In the three and six months ended December 31, 2025, these activities resulted in $15 million and $28 million, respectively, of charges primarily related to employee termination and site closure costs. In fiscal 2025, these activities resulted in $107 million of charges primarily for the write-off of property and equipment and ROU assets, employee and contract termination costs. 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. See Note 17. Restructuring Plans for further information.

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

In the fourth quarter of fiscal 2025, management entered into non-binding agreements to sell several entities. As a result of classifying these entities as held-for-sale, we recorded non-cash impairment charges of $85 million within the Industrial segment. These charges were recognized in Impairment of assets held-for-sale in our Consolidated Statements of Earnings (Loss) for the fourth quarter of fiscal 2025 to reduce the carrying values of the entities to their estimated fair value. In the three and six months ended December 31, 2025, we recorded additional non-cash impairment charges of $11 million and $20 million, respectively, within the Industrial segment. The charges were recorded in Impairment of assets held-for-sale in the Condensed Consolidated Statements of Earnings (Loss) to reduce the carrying values of the entities that continue to meet the held-for-sale criteria during these periods to their estimated fair value.

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

See Note 18. Assets Held-for-Sale and Sale of Business for further information.

Macroeconomic Conditions - Tariffs and Export Controls

In early 2025, the United States implemented significant new tariffs and export restrictions affecting a broad range of countries, commodities and industries. These actions have prompted retaliatory measures from certain foreign governments, including the imposition of tariffs and export controls. As of December 2025, while some of these measures have been delayed, a number of the new tariffs remain in effect, including substantial trade sanctions between the United States and China. China has imposed restrictions on the export of certain rare earth minerals which are critical to our products.

These tariffs, trade sanctions, and/or restrictions on the export of certain rare earth minerals used in our products did not have a material impact on our business, financial condition, operational results and/or cash flows in the second quarter of fiscal 2026.

As a global company with a substantial and diversified manufacturing footprint our diverse manufacturing footprint provides us with some insulation against these tariffs, trade sanctions, and other geopolitical challenges. Our geographically diverse supply chain combined with the internal production of many of our most critical technology in-feeds provides adaptability and optionality that benefits our customers. As the tariff, trade sanctions, and export restrictions become clearer, we expect to identify opportunities to mitigate their impact. However, we operate in a dynamic geopolitical environment, and we are not immune to any sustained disruption in global trade conditions. Such disruptions could create future headwinds for the Company and may result in revenue reduction, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, results of operations and cash flows.

Critical Accounting Estimates

The preparation of financial statements and related disclosures are in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes.

Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K dated August 15, 2025 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

New Accounting Standards

See Note 2. Recently Issued Financial Accounting Standards for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

Conversion of Series B Preferred Stock

All outstanding shares of Series B-1 and Series B-2 Preferred Stock were converted to Company Common Stock in the second quarter of fiscal 2026, and no shares of Preferred Stock are currently issued and outstanding. See Note 10. Equity and Redeemable Preferred Stock for further information.

Results of Operations

The following tables set forth select items from our Condensed Consolidated Statements of Earnings (Loss) for the three and six months ended December 31, 2025 and 2024 ($ in millions, except per share data) (1):

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

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

Consolidated

Revenues. Revenues for the three months ended December 31, 2025 increased 17% to $1,686 million, compared to $1,435 million for the same period last fiscal year. Revenues increased $303 million (34%) in the Datacenter & Communications

segment. Revenue growth in our Datacenter business was fueled by continued strong AI datacenter demand, while our Communications business benefited from increased demand in both data center interconnect and traditional telecom applications. In the Industrial segment, revenue decreased $52 million (10%) primarily due to the divestiture of our aerospace and defense business on September 2, 2025.

Revenues for the six months ended December 31, 2025 increased 17% to $3,267 million, compared to $2,783 million for the same period last fiscal year. Revenues increased $530 million (30%) in the Datacenter & Communications segment. Revenue growth in our Datacenter business was fueled by continued strong AI datacenter demand, while our Communications business benefited from increased demand in both data center interconnect and traditional telecom applications. In the Industrial segment, revenue decreased $46 million (4%) primarily due to the divestiture of our aerospace and defense business on September 2, 2025 partially offset by increased volumes in our semiconductor capital equipment market.

Gross margin. Gross margin for the three months ended December 31, 2025 was $623 million, or 37% of revenues, compared to $509 million, or 36% of revenues, for the same period last fiscal year, an increase of 140 basis points. The increase as a percent of revenue for the three months ended December 31, 2025 was primarily due to higher revenue volume, cost reductions in product input costs and efficiency gains from improved cycle times in the manufacturing process as well as yield improvements in the Datacenter & Communications segment. In addition, gross margin was favorably impacted by pricing optimization in the Datacenter & Communications businesses and the divestiture of our aerospace and defense business on September 2, 2025. Gross margin for the six months ended December 31, 2025 was $1,202 million, or 37% of revenues, compared to $970 million, or 35% of revenues, for the same period last fiscal year, an increase of 200 basis points. The increase as a percent of revenue for the six months ended December 31, 2025 was primarily due to cost reductions in product input costs, efficiency gains from improved cycle times in the manufacturing process as well as yield improvements in the Datacenter & Communications segment. In addition, gross margin was favorably impacted by pricing optimization in both the Datacenter & Communications and Industrial segments and the divestiture of our aerospace and defense business on September 2, 2025.

Research and development. Research and development (“R&D”) expenses for the three months ended December 31, 2025 were $166 million, or 10% of revenues, compared to $144 million, or 10% of revenues, for the same period last fiscal year. R&D expenses for the six months ended December 31, 2025 were $321 million, or 10% of revenues, compared to $275 million, or 10% of revenues, for the same period last fiscal year. The increases in R&D expenses were primarily related to continued investment in our product portfolios, particularly in our Datacenter & Communications segment. We continue to prioritize R&D investments in projects with the highest expected return-on-investment, supporting our long-term growth strategy.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended December 31, 2025 were $258 million, or 15% of revenues, compared to $221 million, or 15% of revenues, for the same period last fiscal year. SG&A expenses for the six months ended December 31, 2025 were $511 million, or 16% of revenues, compared to $450 million, or 16% of revenues, for the same period last fiscal year. Although flat as a percentage of revenue for both the three and six months ended December 31, 2025, the increases in SG&A expenses in both periods were primarily the result of higher legal, integration and divestiture-related consulting costs, higher facility exit costs and higher share-based compensation expense, partially offset by efficiencies achieved from cost reduction initiatives.

Restructuring charges. Restructuring charges for the three and six months ended December 31, 2025 were $4 million and $23 million, respectively, and consisted primarily of employee termination costs and move and other costs due to the consolidation and closure of certain manufacturing sites. Restructuring charges for the three and six months ended December 31, 2024 were $8 million and $32 million, respectively, and consisted of impairment losses associated with the sale of our Newton Aycliffe business as well as move costs, accelerated depreciation, and employee termination costs due to the consolidation of certain manufacturing sites. See Note 17. Restructuring Plans for further information.

Impairment of assets held-for-sale. Impairment of assets held-for-sale for the three and six months ended December 31, 2025 was $11 million and $20 million, respectively, and represented non-cash impairment charges to reduce our carrying value in entities that continue to meet the held-for-sale criteria at December 31, 2025 to their estimated fair value. See Note 18. Assets Held-for-Sale and Sale of Business for further information.

Gain on sale of business. Gain on sale of business for the six months ended December 31, 2025 was $115 million and represented the gain on the sale of our aerospace and defense business. See Note 18. Assets Held-for-Sale and Sale of Business for further information.

Interest and other, net. Interest and other, net expense for the three months ended December 31, 2025 was $16 million, compared to $8 million for the same period in the prior fiscal year, an increase of $8 million. Included in Interest and other, net, were interest expense on borrowings, foreign currency gains and losses, amortization of debt issuance costs, equity gains and losses from unconsolidated investments, and interest and dividend income on cash balances. For the three months ended December 31, 2025, the increase of $8 million in comparison to the same period last fiscal year was driven by $33 million lower foreign exchange net gains and $4 million lower interest income partially offset by $18 million lower interest expense and $15 million gains on sales from an equity investment. The $33 million lower foreign exchange net gains were primarily due to lower volatility of exchange rates during the three months ended December 31, 2025. The $18 million lower interest expense was primarily due to lower interest expense on our Term Loans resulting from lower balances and lower interest rates, partially offset by lower interest expense benefit from our interest rate cap and swap. The $4 million lower interest and dividend income was primarily due to decreases in interest rates earned on investments as well as the decrease in average cash and restricted cash balances. Interest and other, net expense for the six months ended December 31, 2025 was $58 million, compared to $64 million for the same period in the prior fiscal year, a decrease of $6 million. Included in Interest and other, net, were interest expense on borrowings, foreign currency gains and losses, amortization of debt issuance costs, losses on debt extinguishment, equity gains and losses from unconsolidated investments, and interest and dividend income on cash balances. For the six months ended December 31, 2025, the decrease of $6 million in comparison to the same period last fiscal year was driven by $26 million lower interest expense and $22 million gains on sale from an equity investment, partially offset by $22 million lower foreign exchange net gains, $9 million lower interest income and $5 million higher debt extinguishment and debt transaction fees. The $26 million lower interest expense was primarily due to lower interest expense on our Term Loans resulting from lower balances and lower interest rates partially offset by lower interest expense benefit from our interest rate cap and swap. The $22 million lower foreign exchange net gains were primarily due to lower volatility of exchange rates during the six months ended December 31, 2025. The $9 million lower interest and dividend income was primarily due to decreases in interest rates earned on investments as well as the decrease in average cash and restricted cash balances.

Income taxes. The Company’s year-to-date effective income tax rate at December 31, 2025 was 4% compared to 14% for the same period in the prior fiscal year. The variance from the U.S. statutory federal income tax rate of 21% was primarily driven by differences between U.S. and foreign tax rates and discrete tax benefits related to German tax law changes, releases of uncertain tax positions, and stock-based compensation windfalls.

Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests for the three and six months ended December 31, 2025 was $3 million and $4 million, respectively, compared to $2 million and $3 million, respectively, in the same periods in the prior fiscal year. This amount represents the noncontrolling interest holders’ shares of losses of Silicon Carbide LLC. See Note 11. Noncontrolling Interests for further information.

Segment Reporting

Revenues and segment profit for the Company’s reportable segments are discussed below. Our CODM evaluates each segment’s operations for decision-making and performance assessment based on segment revenue and segment profit, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, impairment charges on assets held-for-sale, gain on sale of businesses and certain other charges. Additionally, we do not allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. Management believes segment profit to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See Note 13. Segment Reporting for further information on the Company’s reportable segments and for the reconciliation of the Company’s segment profit to earnings (loss) before income taxes, which is incorporated herein by reference. Effective July 1, 2025, we report our financial results in the following two designated segments: (i) Datacenter & Communications and (ii) Industrial.

Comparative prior period segment information has been recast to conform to the new segments.

Datacenter & Communications ($ in millions)

Revenues for the three months ended December 31, 2025 increased 34% to $1,208 million, compared to $905 million for the same period in the prior fiscal year. Revenues for the six months ended December 31, 2025 increased 30% to $2,298 million, compared to $1,768 million for the same period in the prior fiscal year. The increases in revenue of $303 million and $530 million during the three and six months ended December 31, 2025, respectively, were primarily driven by growth in our Datacenter business reflecting continued strong AI datacenter demand as well as higher Communications business revenue due to increased demand for data center interconnect and traditional telecom applications.

Segment profit for the three months ended December 31, 2025 increased 44% to $306 million, compared to segment profit of $212 million for the same period last fiscal year. Segment profit for the six months ended December 31, 2025 increased 33% to $576 million, compared to segment profit of $432 million for the same period last fiscal year. The increases in segment profit for the three and six months ended December 31, 2025 were primarily driven by higher revenues, partially offset by increased R&D investments in our product portfolio.

Industrial ($ in millions)

Revenues for the three months ended December 31, 2025 decreased 10% to $478 million, compared to revenues of $530 million for the same period in the prior fiscal year. Revenues for the six months ended December 31, 2025 decreased 4% to $969 million, compared to revenues of $1,015 million for the same period in the prior fiscal year. Compared to the three months ended December 31, 2024, Industrial revenues decreased $52 million year-over-year, primarily due to the divestiture of our aerospace and defense business on September 2, 2025. Compared to the six months ended December 31, 2024, Industrial revenues decreased $46 million year-over-year, primarily due to the divestiture of our aerospace and defense business on September 2, 2025. The revenue decrease was partially offset by increased volumes in our semiconductor capital equipment market.

Segment profit for the three months ended December 31, 2025 decreased 4% to $112 million, compared to segment profit of $116 million for the same period last fiscal year, primarily driven by the divestiture of our aerospace and defense business on September 2, 2025 and increased R&D investments in our product portfolio. These impacts were partially offset by lower manufacturing costs. Segment profit for the six months ended December 31, 2025 increased 23% to $228 million, compared to segment profit of $185 million for the same period last fiscal year, primarily driven by lower manufacturing costs as well as favorable product mix and improvements in pricing optimization.

Liquidity and Capital Resources

Historically, our primary sources of cash have been provided from operations, long-term borrowings, and advance funding from customers. Other sources of cash include proceeds from the issuance of equity, proceeds received from the exercises of stock options, and sale of equity investments and businesses. Our historic uses of cash have been for business acquisitions, capital expenditures, investment in research and development, payments of principal and interest on outstanding debt obligations, payments of debt and equity issuance costs to obtain financing and payments in satisfaction of employees’ minimum tax obligations. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows:

Sources (uses) of cash ($ in millions):

Operating activities:

Net cash provided by operating activities was $104 million for the six months ended December 31, 2025 compared to $340 million for the same period in the prior fiscal year. The decrease in cash flows provided by operating activities during the six months ended December 31, 2025 compared to the same period in the prior fiscal year was primarily due to increases in inventories and accounts receivable as a result of higher revenues partially offset by higher accounts payable and higher net earnings.

Investing activities:

Net cash provided by investing activities was $158 million for the six months ended December 31, 2025, compared to net cash used of $172 million for the same period in the prior fiscal year. The increase was primarily due to $386 million cash received from the sale of a business, net of fees, and cash received from the sale of an equity investment, partially offset by higher cash used to fund capital expenditures.

Financing activities:

Net cash used in financing activities was $378 million for the six months ended December 31, 2025, compared to $266 million for the same period in the prior fiscal year. Net cash outflows for both periods were primarily attributable to payments on existing debt obligations.

Senior Credit Facilities

On September 26, 2025, the Company entered into Amendment No. 4 and Amendment No. 5 to the Credit Agreement. Under Amendment No. 4, (i) the existing revolving credit commitments were refinanced and replaced with the 2025 Revolving Loans, including the 2025 Incremental Term A Loans, the proceeds of which were used, in part, to repay all outstanding principal, interest and fees of the Existing Term A Loans. As amended, the 2025 Revolving Loans and the 2025 Incremental Term A Loans each bear interest at an adjusted SOFR rate subject to a 0.00% floor plus a range of 1.25% to 2.25% based on the Company’s total net leverage ratio. The interest rate applicable to the 2025 Revolving Loans and the 2025 Incremental Term A Loans is initially a SOFR-based rate plus 1.50% as of December 31, 2025. The 2025 Revolving Loans and the 2025 Incremental Term A Loans mature on the earlier of September 26, 2030 or a “Springing Maturity Date,” which is a date that is 91 days prior to the stated maturity of either (i) the Company’s unsecured senior notes or (ii) the term B loans then outstanding if, on such 91st day, the applicable senior notes or term B loans remain outstanding and liquidity is less than (x) $250 million plus (y) the aggregate outstanding principal amount of such notes or term B loans, as applicable. Under Amendment No. 5, the outstanding New Term B-2 Loans were replaced with the New Term B-3 Loans having substantially similar terms as the New Term B-2 Loans, except with respect to the interest rate applicable to the New Term B-3 Loans and certain other provisions. As further amended, the New Term B-3 Loans bear interest at a SOFR-based rate (subject to a 0.50% floor) plus 1.75% as of December 31, 2025. The New Term B-3 Loans will mature on July 1, 2029.

In relation to the Term Facilities, the Company incurred expense of $33 million and $79 million, respectively, for the three and six months ended December 31, 2025, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which reduced interest expense by $5 million and $11 million, respectively, during the three and six months ended December 31, 2025.

During the six months ended December 31, 2025, the Company made payments of $408 million for the Term Facilities, $400 million of which were voluntary payments.

As of December 31, 2025, the Company had $60 million in borrowings outstanding under the Revolving Credit Facility.

Our cash position, borrowing capacity and debt obligations are as follows (in millions):

Other Liquidity

On December 4, 2023, the Company completed two investment agreements under which Silicon Carbide LLC, a Company subsidiary, received $1.0 billion cash in exchange for 25% of the equity of that entity. Such funds have and will continue to be used primarily to fund future capital expansion in our silicon carbide business and will enable us to increase our available free cash flow to provide greater financial and operational flexibility to execute our capital allocation priorities. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.

The Company believes existing cash, cash flow from operations, and available borrowing capacity from its Senior Credit Facilities will be sufficient to fund its needs for working capital, capital expenditures, repayment of scheduled long-term borrowings and lease obligations, investments in R&D, and internal and external growth objectives at least through the next twelve months.

Our cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of December 31, 2025, the Company held approximately $770 million of cash, cash equivalents and restricted cash outside of the United States. Generally, cash balances held outside the United States could be repatriated to the United States.

At December 31, 2025, we had $665 million of restricted cash, which includes $661 million at Silicon Carbide LLC that is restricted for use by only that subsidiary.

Market Risks

We are exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, we have the option to use a variety of techniques and derivative financial instruments as part of our overall risk management strategy, which is primarily focused on our exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore Dollar and Korean Won. As of September 30, 2024, after weighing the costs and benefits of hedging foreign exchange risks on our global balance sheets, we paused our balance sheet hedging program indefinitely. We continue to analyze these risks and the costs and benefits inherent in a hedging program.

Interest Rate Risks

As of December 31, 2025, 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 cap (the “Cap”), amended on March 20, 2023, with an effective date of July 1, 2023. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. 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 $6 million and $13 million, respectively, for the three and six months ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls were designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Part II – Other Information

Item 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in various claims and lawsuits incidental to its business. The resolution of each of these matters is subject to various uncertainties, and it is possible that these matters may be resolved unfavorably to the Company. Management believes, after consulting with legal counsel, that the ultimate liabilities, if any, resulting from such legal proceedings will not materially affect the Company’s financial condition, liquidity, or results of operations.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025 and additional risk factors that may be identified from time to time in filings of the Company, any of which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

During the three months ended December 31, 2025, 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,” (each as defined in Item 408 of Regulation S-K of the Exchange Act), except as follows:

On November 13, 2025, Sherri Luther, the Company’s Chief Financial Officer, entered into a 10b5-1 trading arrangement (the “10b5-1 Plan”) for the sale of 12,000 shares of the Company’s common stock. The 10b5-1 Plan, scheduled to commence on February 12, 2026, is intended to satisfy the affirmative defense of Rule 10b5-1(c) and will terminate on August 19, 2026.

On November 21, 2025, Dr. Julie Eng, the Company’s Chief Technology Officer, entered into a 10b5-1 trading arrangement (the “10b5-1 Plan”) for the sale of 1,454 shares of the Company’s common stock and the potential sale of up to one hundred percent of the shares of Company common stock resulting from various performance share and restricted share award vesting in 2026 and 2027. The 10b5-1 Plan, scheduled to commence on February 20, 2026, is intended to satisfy the affirmative defense of Rule 10b5-1(c) and will terminate on March 5, 2027.

On November 21, 2025, Enrico DiGirolamo, the Chairman of the Company’s board, entered into a 10b5-1 trading arrangement (the “10b5-1 Plan”) for the sale of 2,272 shares of the Company’s common stock. The 10b5-1 Plan, scheduled to commence on August 31, 2026, is intended to satisfy the affirmative defense of Rule 10b5-1(c) and will terminate on September 1, 2026.

On December 3, 2025 Stephen Skaggs, a director on the Company’s board, entered into a 10b5-1 trading arrangement (the “10b5-1 Plan”) for the sale of 5,795 shares of the Company’s common stock. The 10b5-1 Plan, scheduled to commence on March 9, 2026, is intended to satisfy the affirmative defense of Rule 10b5-1(c) and will terminate on December 31, 2026.

On December 8, 2025, Jim Anderson, the Company’s Chief Executive Officer and a director on the Company’s board, entered into a 10b5-1 trading arrangement (the “10b5-1 Plan”) for the potential sale of a portion of the net shares of Company common stock resulting from the performance share award vesting on June 30, 2027. The 10b5-1 Plan, scheduled to commence on July 1, 2027, is intended to satisfy the affirmative defense of Rule 10b5-1(c) and will terminate on the earlier of (1) the date all the shares under the 10b5-1 Plan are sold or (2) December 1, 2027.

• Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.