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COHRCoherent Corp.

Technology · Optical Instruments · NYSE
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The 10-K against last year's

154 changes: 44 added, 28 removed, 82 reworded

10-K Aug 14, 2026 vs Aug 15, 2025
Risk FactorsRedline ↓
23.9%
of the text changed · 13,520 words now
42.4%
of the text changed · 7,544 words now
Legal ProceedingsRedline ↓
22.5%
of the text changed · 293 words now
Accounting PoliciesRedline ↓
12.8%
of the text changed · 4,470 words now

10-K 0000820318-26-000020 (2026-08-14) vs 10-K 0000820318-25-000014 (2025-08-15)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 461 words changed in this paragraph; it is 37% similar to last year's version.
million, a term loan B credit facility (the “Term B Facility” and, together with On September 26, 2025, the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facilities, the “Senior Credit Facilities”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent Company entered into Amendment No. 1 4 and Amendment No. 5 to the Credit Agreement, 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 replaced were used, in part, to repay all outstanding principal, interest and fees of the adjusted LIBOR-based rate of interest therein with an adjusted Secured Overnight Financing Rate (“SOFR”) based rate of interest. Existing Term A Loans. As amended, the 2025 Revolving Loans and the 2025 Incremental Term A Facility and the Revolving Credit Facility Loans each bear interest at an adjusted SOFR rate subject to a 0.10% 0.00% floor plus a range of 1.75% 1.25% to 2.50%, 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 Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR Loans is initially a SOFR-based rate plus 1.85% 1.50% as of June 30, 2025. On April 2, 2024, Coherent entered into Amendment No. 2 2026. 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 Credit Agreement, under which 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 loans, as applicable. Under Amendment No. 5, the outstanding under the Credit Agreement (the “Existing New Term B Loans”) B-2 Loans were replaced with an equal amount of new term loans (the “New the New Term B Loans”) B-3 Loans having substantially similar terms as the Existing New Term B B-2 Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. On January 2, 2025, Coherent entered into Amendment No. 3 to the Credit Agreement, under which the principal amount of the New Term B Loans were replaced with an equal amount of new term loans (the “New Term B-2 Loans”) having substantially similar terms as the New Term B Loans, except with respect to the interest rate applicable to the New Term B-2 B-3 Loans and certain other provisions. As further amended, the New Term B-2 B-3 Loans bear interest at a SOFR SOFR-based rate (subject to a 0.50% floor) plus 2.00% 1.75% as of June 30, 2025. 2026. The maturity of the New Term B-2 B-3 Loans and revolving credit facility remains unchanged. In relation to the Term Facilities, the Company incurred expense of $192 million for the fiscal year ended June 30, 2025, which is included in Interest expense in the Consolidated Statements of Earnings (Loss). On will mature on July 1, 2023, our interest rate cap became effective, which together with our interest rate swap (through September 30, 2024), reduced interest expense by $32 million during the fiscal year ended June 30, 2025. 2029.

Source: Item 7, 10-K 0000820318-26-000020 vs Item 7, 10-K 0000820318-25-000014

Risk Factors 332 words changed in this paragraph; it is 38% similar to last year's version.
Alternatively, downturns in the industries in which we compete, or changes in technology, may cause our customers to significantly and abruptly reduce their demand, or even cancel orders. For example, 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. Furthermore, the AI industry is rapidly evolving, with continuous improvements in algorithms, software efficiencies and hardware capabilities. Emerging AI technologies, such as those demonstrated by DeepSeek, may allow for complex AI operations to be executed with significantly less computing power than is currently required. This reduction in computational intensity could decrease the demand for services provided by AI datacenters that are our customers. Shifts like 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 an a material adverse effect on our business, results of operations and operations, or 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. With respect to orders we initiate with our suppliers to address anticipated demand from our customers, certain suppliers may have required noncancellable purchase commitments or advance payments from us, and those obligations and commitments could reduce our ability to adjust our inventory or expense levels to reflect declining market demands. Should revenues in future periods fall substantially below our expectations, or should we fail to accurately forecast changes in demand mix, we could be required to record substantial charges for obsolete or excess inventories or noncancellable purchase commitments. Because certain of our sales, research and development, and internal manufacturing overhead expenses are relatively fixed, a reduction in customer demand likely would decrease our gross margins and operating income. condition.

Source: Item 1A, 10-K 0000820318-26-000020 vs Item 1A, 10-K 0000820318-25-000014

Accounting Policies 218 words changed in this paragraph; it is 35% similar to last year's version.
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 an Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of (“AMIC”) under Section 48D for qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022. facilities. The Company expects to receive refundable federal investment tax credits through the CHIPS Act in connection with ongoing related to certain expansion projects. At least a portion of our capital expenditures qualify for this credit, which benefits us by allowing us Credits attributable to net the credit received against our costs. The AMIC credit is accounted property, plant and equipment are recorded as a reduction reductions to the depreciable basis of the assets used in operations. related assets, while credits attributable to capitalized SG&A costs are recorded as reductions to SG&A expense. The Company has offset the cost of recorded reductions to property, plant, and equipment by the amount of the estimated credit of $41 million for and $39 million during fiscal June 30, 2025. The receivable 2025 and fiscal 2026, respectively, and recorded is an estimate a reduction to SG&A expense of $21 million during fiscal 2026. Related receivables are based on the Company's management's interpretation of the Section 48D Advanced Manufacturing Investment Credit under the CHIPS Act, which may be refunded to us in cash and are refundable to the extent it exceeds our outstanding they exceed federal income tax liabilities. They are recorded within prepaid and refundable income taxes in the Consolidated Balance Sheet.

Source: Item 8, Note 1 – Nature of Business and Summary of Significant Accounting Policies, 10-K 0000820318-26-000020 vs Item 8, Note 1 – Nature of Business and Summary of Significant Accounting Policies, 10-K 0000820318-25-000014

Legal Proceedings 55 words changed in this paragraph; it is 83% similar to last year's version.
In January 2025, we the Company received an inquiry from BIS the Bureau of Industry and Security (“BIS”) concerning past product sales to Huawei; we are the Company is cooperating with BIS’s inquiry and conducting an internal review of those sales to determine what products are subject to EAR Export Administrative Regulations (“EAR”) and consequently restricted for export, reexport, and transfer when Huawei is a party to the transaction. We have The Company has stopped shipping products to Huawei. We are The Company is currently in discussions with BIS regarding past product sales and cannot predict the outcome of those discussions. While we have the Company has received requests for additional information in this matter, we have the Company has not yet received any determination from BIS. In the event that we are the Company is found to have violated the EAR, we the Company may be required to incur significant penalties and/or costs or expense as a result of the inquiry and to comply with, or remedy any violations of these regulations, but at this time, we are the Company is unable to determine an estimate or range of loss.

Source: Item 3, via Note 13 – Commitments and Contingencies, 10-K 0000820318-26-000020 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0000820318-25-000014

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of COHR's Risk Factors and MD&A, 10-K 2026-08-14 against 10-K 2025-08-15. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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. The loss of one or more of our large customers, any reduction or delay in sales to these customers, our inability to successfully develop relationships with additional customers, or future price concessions that we may make could significantly harm our business.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

Show the other 64
AddedRisk Factors
•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;

Read it in 10-K 2026-08-14 at sec.gov ↗

RemovedRisk Factors
and loss of reputation. Additionally, the terms these large customers require, such as most-favored customer or exclusivity provisions, may impact our ability to do business with other customers and generate revenues from such customers.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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. There can be no assurance that we will not experience manufacturing yield inefficiencies that could have a material adverse effect on our business, results of operations, or financial condition.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
At any time on or after the ten-year anniversary of the applicable issuance date of the shares of our Series B Preferred Stock and subject to the procedures set forth in the terms of the Series B Preferred Stock, each holder of such shares will have the right to require us to redeem all of such holder’s shares for cash at a price per share equal to the sum of the applicable stated value for such shares plus accrued or declared and unpaid dividends on such shares that had not previously been added to such stated value. This may have the effect of reducing funds available for working capital, capital expenditures, acquisitions and other general corporate purposes, thereby negatively affecting the interests of holders of our other capital stock, including our common stock.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedRisk Factors
Our Series B Preferred Stock has voting rights, allowing holders to vote as one class with our common stock on an as-converted basis, subject to limited exceptions. As a result, the holders of Series B Preferred Stock have the ability to significantly influence the outcome of any matter submitted for the vote of the holders of our common stock. Holders of Series B Preferred Stock are entitled to act separately in their own respective interests with respect to their ownership interests in us and have the

Read it in 10-K 2025-08-15 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
The Credit Agreement Agreement, dated as of July 1, 2022 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), which provides for the Term Loan A Facility, Term Loan B Facility, and Revolving Credit Facility, and the Indenture, dated as of December 10, 2021 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Indenture”), which provides for the 2029 Notes, contain various affirmative and negative covenants that will, subject to certain significant exceptions, restrict our ability to, among other things, have liens on our property, incur additional indebtedness, enter into sale and lease-back transactions, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, and/or merge or consolidate with any other person or sell or convey certain of our assets to any one person, among other things.

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
We are subject to complex and rapidly changing 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 export control laws and regulations.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
Uncertainty in the financial markets may negatively impact our ability to access additional financing or to refinance our existing debt arrangements on favorable terms or at all, which could negatively affect our ability to fund current and future expansion as well as future acquisitions and development.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
Nearly all Most European Union member states have enacted the Pillar Two legislation. legislation, and many other countries have also enacted local laws in response to this initiative.

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
BIS has issued final rules that restrict access by Huawei Ltd. and certain of its affiliates (collectively, “Huawei”) to items produced domestically and abroad from certain U.S. technology, software, and equipment.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedRisk Factors
Regardless of the amount of a person’s holdings, if a shareholder or shareholder group (including affiliated persons) would be a party to certain proposed transactions with us or would be treated differently from other shareholders of ours in certain proposed transactions, the Code requires approval by a majority of votes entitled to be cast by all shareholders other than the interested shareholder or affiliate group, unless the transaction is approved by independent directors or other criteria are satisfied.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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. 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. 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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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. See Note 14. Equity and Redeemable Preferred Stock for further information.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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 20. Segment and Geographic Reporting for further information.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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. 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

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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. The amounts recorded were not material to the Company. The receivable represents the Company’s estimate of recoverable tariffs associated with eligible import entries based on information available as of June 30, 2026, including shipment‑level data and applicable court rulings guidance. The timing of collection remains subject to U.S. Customs and Border Protection’s administrative processes, and actual amounts ultimately received may differ from estimates as refund claims are reviewed and validated.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
For the Lasers reporting unit, as of April 1, 2026, the estimated fair value exceeded the carrying value by approximately 8%. Accordingly, we concluded that goodwill was not impaired; however, the reporting unit remains sensitive to changes in assumptions and future operating performance. Our Lasers reporting unit has goodwill of approximately $3.1 billion at June 30, 2026. In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value. The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized. The valuation utilized a discount rate of 11.0%, representing the rate of return a market participant would require for an investment in the reporting unit. If actual results differ materially from management’s estimates and assumptions, a material goodwill impairment charge could occur in future periods.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. OBBBA includes provisions affecting various aspects of domestic and international taxation applicable to U.S. multinational corporations. The Company has evaluated the provisions effective for fiscal year 2026 and reflected the applicable impacts in its fiscal 2026 income tax provision. Certain provisions of OBBBA become effective in future years and the Company will continue to assess the impact of the legislation on future reporting periods.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-08-14 at sec.gov ↗

AddedMD&A
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 14. Equity and Redeemable Preferred Stock for further information.

Read it in 10-K 2026-08-14 at sec.gov ↗

RemovedMD&A
Throughout fiscal 2025, we experienced stronger demand in our Communications market. The increase in the number of hyperscale and other cloud customers building AI datacenters and in the number and size of their AI datacenter buildouts drove demand for our datacenter transceivers. Strong demand for our new ZR/ZR+ transceiver products along with growing demand for traditional telecom transport products drove increased volumes for our telecom and other communications solutions.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
In early 2025, the United States implemented significant new tariffs on foreign imports impacting multiple countries, commodities and industries, and these new tariffs and export restrictions also prompted retaliatory tariffs and export restrictions from certain countries. As of June 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China. China has also restricted the export of certain rare earth minerals which are used in our products.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
Revenues decreased in all four markets, with the largest decline, $270 million, or 43%, in the electronics market, primarily from lower volumes in the consumer electronics vertical, largely due to a design change implemented by a significant electronics customer. Revenues decreased by $82 million, or 17% in the instrumentation market due to decreased volumes in the life sciences vertical from continued inventory digestion by our customers and in the industrial market by $81 million, or 5%, as a result of decreased shipments in the precision manufacturing vertical primarily due to macroeconomic conditions. In addition, revenues decreased $20 million, or 1%, in the communications market, primarily due to decreased volumes in the telecom vertical as our communications service provider customers continued to work down their inventory levels with reduced capital spending, partially offset by increased shipments in the datacom vertical driven by increased AI-related datacom shipments.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
From a segment perspective, Materials decreased $333 million from fiscal 2023, primarily due to lower demand for sensing products and other consumer applications in the consumer electronics vertical within the electronics market for the reasons discussed above. Networking revenues decreased $45 million from fiscal 2023, with decreases from the telecom vertical partially offset by increases in the datacom vertical, both in our communications market, for the reasons discussed above. Lasers revenue decreased $74 million from fiscal 2023 due to lower demand in the life sciences vertical in the instrumentation market and to lower demand in the precision manufacturing and semiconductor and display capital equipment verticals in the industrial end market.

Read it in 10-K 2025-08-15 at sec.gov ↗

RemovedMD&A
Gross margin. Gross margin for the year ended June 30, 2024 was $1,456 million, or 31%, of total revenues, compared to $1,618 million, or 31% of total revenues, for fiscal 2023, a slight decrease of 43 basis points. During fiscal 2023, the Company recorded $158 million in Cost of goods sold related to the fair value adjustment on acquired inventory from the acquisition of Coherent, Inc. (“Merger”). Gross margin, excluding the fair value adjustment on acquired inventory, decreased 349 basis points for fiscal 2024 compared to fiscal 2023 primarily due to lower revenues, less favorable sales mix especially in the datacom vertical in the communications market, underutilized operating capacity in several plants, shut down costs related to site consolidations, lower yields in the datacom vertical, higher costs related to product lines that are being exited, higher inventory provisions and the unfavorable foreign exchange rates.

Read it in 10-K 2025-08-15 at sec.gov ↗

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

Read it in 10-K 2025-08-15 at sec.gov ↗

RewordedMD&A
Research and development 723 10 582 10 479 10 Selling, general and administrative 1,045 15 926 16 854 18 Restructuring charges 63 1 160 3 27 1 Impairment of assets held-for-sale 64 1 85 1 Gain on sale of business (124) (2) — — Interest and other, net 50 1 196 3 244 5 Earnings (loss) before income taxes Before Income Taxes 848 12 94 2 (148) (3) Income tax expense Tax Expense 61 1 64 1 Net Earnings 787 11 30 1 Net Loss Attributable to Noncontrolling Interests (18) — (19) — Net earnings (loss) 30 1 (159) (3) Net loss attributable to noncontrolling interests (19) — (3) — Net earnings (loss) attributable Earnings Attributable to Coherent Corp. $ 805 11% $ 49 1% Diluted Earnings (Loss) Per Share $ (156) (3)% Diluted earnings (loss) per share 4.12 $ (0.52) $ (1.84)

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
The decrease in revenues during the current fiscal year 2025 was primarily related to decreases of $71 million in the electronics market primarily due to weak automotive and Silicon Carbide end market demand and $29 million macroeconomic conditions in the industrial market due to macroeconomic conditions, segment, partially offset by $33 $73 million higher volumes shipments of laser systems in the datacom vertical within the communications our display capital equipment market.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
On January 2, 2025, Coherent entered into Under Amendment No. 3 to 5, the Credit Agreement, under which the principal amount of the outstanding New Term B B-2 Loans were replaced with an equal amount of new term loans (the “New the New Term B-2 Loans”) B-3 Loans having substantially similar terms as the New Term B B-2 Loans, except with respect to the interest rate applicable to the New Term B-2 B-3 Loans and certain other provisions.

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
The restructuring charges Charges in fiscal 2026 consisted primarily of asset write-offs, employee termination costs, asset write-offs and move costs, contract termination and other costs and accelerated depreciation due related to the consolidation and closure of certain manufacturing sites as well as impairment losses associated with the sale of our Newton Aycliffe business. sites.

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

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

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
Gross margin for the year ended June 30, 2025 2026 was $2,669 million, or 37% of revenues, compared to $2,043 million, or 35%, 35% of total revenues, compared to $1,456 million, or 31% of total revenues, for the same period last fiscal 2024, year, representing an increase of 424 233 basis points.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
The increase in cash flows provided by operating activities during the year ended June 30, 2025 compared to the same period last fiscal year was primarily due to higher earnings partially offset by increases in accounts receivables and inventories as a result of associated with higher revenues. revenue levels.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
Net cash provided by operating activities was $634 million during and $546 million for the current fiscal year years ended June 30, 2025 compared to $546 million of cash provided by operating activities during the same period last fiscal year. and 2024, respectively.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
Net cash used in investing activities was $414 million for the fiscal year ended June 30, 2025, compared to net cash used of and $351 million for the same period last fiscal year. years ended June 30, 2025 and 2024, respectively.

Read it in 10-K 2026-08-14 at sec.gov ↗

RewordedMD&A
Year Ended Year Ended June 30, 2025 Year Ended 2026 June 30, 2024 2025 % of % of Revenues Revenues Total revenues Revenues $ 7,118 100% $ 5,810 100% $ 4,708 100% Cost of goods sold 4,449 63 3,767 65 3,252 69 Gross margin 2,669 37 2,043 35 1,456 31 Operating expenses:

Read it in 10-K 2026-08-14 at sec.gov ↗

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