COHR 10-Q report for 2025-12-31

Internal reference to noncontrolling interest (NCI) disclosures and equity rollforward items included in the COHR 10‑Q.

COHR 10-Q report for 2025-12-31 iivi-20251231 Table of Contents \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 001-39375 ________________________________________________________________ COHERENT CORP. (Exact name of registrant as specified in its charter) ________________________________________________________________ Pennsylvania 25-1214948 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 375 Saxonburg Boulevard 16056 Saxonburg, PA (Zip Code) (Address of principal executive offices) 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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value COHR New York Stock Exchange 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,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 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. Table of Contents COHERENT CORP. INDEX Page No. PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets – December 31, 2025 and June 30, 2025 (Unaudited) 3 Condensed Consolidated Statements of Earnings (Loss) – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 6 Condensed Consolidated Statements of Cash Flows – Six Months Ended December 31, 2025 and 2024 (Unaudited) 7 Condensed Consolidated Statements of Equity and Mezzanine Equity – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 10 Notes to Condensed Consolidated Financial Statements (Unaudited) 12 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 38 PART II - OTHER INFORMATION Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 5. Other Information 39 Item 6. Exhibits 40 2 Table of Contents PART I - FINANCIAL INFORMATION Item 1.    FINANCIAL STATEMENTS Coherent Corp. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) ($000) December 31, 2025 June 30, 2025 Assets Current Assets Cash and cash equivalents $ 863,739 $ 909,200 Restricted cash, current 35,451 8,897 Accounts receivable - less allowance for doubtful accounts of $ 12,856 at December 31, 2025 and $ 12,189 at June 30, 2025 1,054,611 964,051 Inventories 1,847,907 1,437,636 Prepaid and refundable income taxes 44,086 55,773 Prepaid and other current assets 547,593 551,597 Total Current Assets 4,393,387 3,927,154 Property, plant & equipment, net 2,116,957 1,877,507 G Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 38 PART II - OTHER INFORMATION Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 5. Other Information 39 Item 6. Exhibits 40 2 Table of Contents PART I - FINANCIAL INFORMATION Item 1.    FINANCIAL STATEMENTS Coherent Corp. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) ($000) December 31, 2025 June 30, 2025 Assets Current Assets Cash and cash equivalents $ 863,739 $ 909,200 Restricted cash, current 35,451 8,897 Accounts receivable - less allowance for doubtful accounts of $ 12,856 at December 31, 2025 and $ 12,189 at June 30, 2025 1,054,611 964,051 Inventories 1,847,907 1,437,636 Prepaid and refundable income taxes 44,086 55,773 Prepaid and other current assets 547,593 551,597 Total Current Assets 4,393,387 3,927,154 Property, plant & equipment, net 2,116,957 1,877,507 Goodwill 4,462,786 4,471,084 Other intangible assets, net 3,064,069 3,204,747 Deferred income taxes 69,091 53,407 Restricted cash, non-current 629,606 714,816 Other assets 351,821 662,221 Total Assets $ 15,087,717 $ 14,910,936 Liabilities, Mezzanine Equity and Equity Current Liabilities Current portion of long-term debt $ 106,463 $ 188,306 Accounts payable 1,118,506 846,984 Accrued compensation and benefits 243,088 258,650 Operating lease current liabilities 43,021 41,575 Accrued income taxes payable 127,977 123,762 Other accrued liabilities 312,033 335,564 Total Current Liabilities 1,951,088 1,794,841 Long-term debt 3,245,403 3,498,615 Deferred income taxes 643,250 711,717 Operating lease liabilities 151,638 165,162 Other liabilities 208,054 259,318 Total Liabilities 6,199,433 6,429,653 Mezzanine Equity Series B redeemable convertible preferred stock, no par value, 5 % cumulative; issued - 0 and 215,000 shares at December 31, 2025 and June 30, 2025, respectively; redemption value - $ 0 and $ 2,540,110 , respectively — 2,483,261 Shareholders' Equity Common stock, no par value; authorized - 300,000,000 shares; issued - 204,185,841 shares at December 31, 2025; 171,849,325 shares at June 30, 2025 7,674,290 5,056,168 Accumulated other comprehensive income (AOCI) 355,348 372,037 Retained earnings 922,338 584,374 8,951,976 6,012,579 Treasury stock, at cost; 16,763,485 shares at December 31, 2025 and 16,294,119 shares at June 30, 2025 ( 412,680 ) ( 368,065 ) Total Coherent Corp. Shareholders’ Equity 8,539,296 5,644,514 Noncontrolling interests (NCI) 348,988 353,508 Total Equity 8,888,284 5,998,022 Total Liabilities, Mezzanine Equity and Equity $ 15,087,717 $ 14,910,936 See Notes to Condensed Consolidated Financial Statements . 3 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss) (Unaudited) ($000, except per share data) Three Months Ended December 31, 2025 2024 Revenues $ 1,685,629 $ 1,434,665 Costs, Expenses, and Other Expense (Income) Cost of goods sold 1,062,809 925,314 Research and development 165,708 143,852 Selling, general and administrative 258,488 220,612 Restructuring charges 3,609 8,021 Impairment of assets held-for-sale 11,012 — Interest expense 45,937 64,278 Other income, net ( 29,922 ) ( 55,816 ) Total Costs, Expenses, & Other Expense 1,517,641 1,306,261 Earnings Before Income Taxes 167,988 128,404 Income Tax Expense 24,174 26,862 Net Earnings 143,814 101,542 Net Loss Attributable to Noncontrolling Interests ( 2,903 ) ( 1,843 ) Net Earnings Attributable to Coherent Corp. 146,717 103,385 Less: Dividends on Preferred Stock 1,623 32,262 Net Earnings Available to the Common Shareholders $ 145,094 $ 71,123 Basic Earnings Per Share $ 0.87 $ 0.46 Diluted Earnings Per Share $ 0.76 $ 0.44 See Notes to Condensed Consolidated Financial Statements. 4 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss) (Unaudited) ($000, except per share data) Six Months Ended December 31, 2025 2024 Revenues $ 3,267,007 $ 2,782,800 Costs, Expenses, and Other Expense (Income) Cost of goods sold 2,064,987 1,813,317 Research and development 320,585 275,454 Selling, general and administrative 510,572 449,580 Restructuring charges 22,885 32,385 Impairment of assets held-for-sale 20,112 — Gain on sale of business ( 115,211 ) — Interest expense 104,658 130,922 Other income, net ( 46,455 ) ( 66,565 ) Total Costs, Expenses, & Other Expense 2,882,133 2,635,093 Earnings Before Income Taxes 384,874 147,707 Income Tax Expense 15,864 21,304 Net Earnings 369,010 126,403 Net Loss Attributable to Noncontrolling Interests ( 4,056 ) ( 2,869 ) Net Earnings Attributable to Coherent Corp. 373,066 129,272 Less: Dividends on Preferred Stock 35,102 64,095 Net Earnings Available to the Common Shareholders $ 337,964 $ 65,177 Basic Earnings Per Share $ 2.09 $ 0.42 Diluted Earnings Per Share $ 1.95 $ 0.41 See Notes to Condensed Consolidated Financial Statements. 5 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) ($000) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Net earnings $ 143,814 $ 101,542 $ 369,010 $ 126,403 Other Comprehensive Income (Loss): Foreign currency translation adjustments 19,174 ( 432,264 ) ( 8,423 ) ( 141,990 ) Change in fair value of interest rate instruments, net of taxes of $( 969 ) and $( 2,157 ) for the three and six months ended December 31, 2025, respectively; and $ 2,199 and $( 2,198 ) for the three and six months ended December 31, 2024, respectively ( 3,487 ) ( 1,426 ) ( 7,875 ) ( 20,181 ) Pension adjustment, net of taxes of $ 0 for the three and six months ended December 31, 2025 and December 31, 2024 ( 99 ) ( 429 ) ( 855 ) ( 584 ) Comprehensive Income (Loss) 159,402 ( 332,577 ) 351,857 ( 36,352 ) Comprehensive Loss Attributable to Noncontrolling Interests ( 2,903 ) ( 1,843 ) ( 4,056 ) ( 2,869 ) Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests ( 23 ) ( 950 ) ( 464 ) ( 399 ) Comprehensive Income (Loss) Attributable to Coherent Corp. $ 162,328 $ ( 329,784 ) $ 356,377 $ ( 33,084 ) See Notes to Condensed Consolidated Financial Statements. 6 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) ($000) 7 Table of Contents Six Months Ended December 31, 2025 2024 Cash Flows from Operating Activities Net earnings $ 369,010 $ 126,403 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 108,494 128,627 Amortization 139,954 143,578 Share-based compensation expense 86,902 75,689 Amortization of debt issuance costs 12,199 10,418 Non-cash restructuring and impairment charges 20,642 18,370 Loss on disposal of property, plant and equipment 148 67 Unrealized gains on foreign currency remeasurements and transactions ( 8,483 ) ( 9,529 ) Earnings from equity investments ( 276 ) ( 501 ) Deferred income taxes ( 73,064 ) ( 59,618 ) Gain on sale of business ( 115,211 ) — Gain on sale of equity investment ( 21,538 ) — Loss on debt extinguishment 3,056 — Increase (decrease) in cash from changes in (net of effect of acquisitions): Accounts receivable ( 91,387 ) ( 38,849 ) Inventories ( 421,373 ) ( 66,521 ) Accounts payable 205,571 48,020 Contract liabilities ( 8,256 ) ( 9,845 ) Income taxes ( 29,178 ) 8,821 Accrued compensation and benefits ( 15,562 ) 1,076 Other operating net assets (liabilities) ( 57,793 ) ( 35,847 ) Net cash provided by operating activities 103,855 340,359 Cash Flows from Investing Activities Additions to property, plant & equipment ( 257,544 ) ( 197,667 ) Proceeds from sale of equity investment 31,531 — Proceeds from the sale of business, net of fees 385,797 27,000 Other investing activities ( 1,517 ) ( 1,126 ) Net cash provided by (used in) investing activities 158,267 ( 171,793 ) Cash Flows from Financing Activities Proceeds from borrowings of Term A Facility 1,250,000 — Proceeds from borrowings of Term B Facility 3,267 — Proceeds from borrowings of revolving credit facilities 313,577 — Payments on existing debt ( 1,659,425 ) ( 250,210 ) Payments on borrowings under revolving credit facilities ( 251,334 ) — Debt issuance costs ( 9,101 ) — Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan 30,087 29,234 Payments in satisfaction of employees' minimum tax obligations ( 44,616 ) ( 45,042 ) Cash dividends paid ( 11,438 ) — Other financing activities 555 ( 455 ) Net cash used in financing activities ( 378,428 ) ( 266,473 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 12,189 ( 23,137 ) Net decrease in cash, cash equivalents, and restricted cash ( 104,117 ) ( 121,044 ) Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 1,632,913 1,789,686 Cash, Cash Equivalents, and Restricted Cash at End of Period $ 1,528,796 $ 1,668,642 Supplemental Information Cash paid for interest $ 103,023 $ 142,485 Cash paid for income taxes $ 100,545 $ 66,367 Non-Cash Investing and Financing Activities Additions to property, plant & equipment included in accounts payable $ 126,330 $ 74,368 Conversions of Series B preferred stock to common stock $ 2,506,885 $ — 8 Table of Contents See Notes to Condensed Consolidated Financial Statements.

Coherent Corp. common ticker COHR — primary issuer in the 10‑Q filing (NYSE: COHR).

COHR 10-Q report for 2025-12-31 iivi-20251231 Table of Contents \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 001-39375 ________________________________________________________________ COHERENT CORP. (Exact name of registrant as specified in its charter) ________________________________________________________________ Pennsylvania 25-1214948 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 375 Saxonburg Boulevard 16056 Saxonburg, PA (Zip Code) (Address of principal executive offices) 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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value COHR New York Stock Exchange 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,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 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. Table of Contents COHERENT CORP. INDEX Page No. PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets – December 31, 2025 and June 30, 2025 (Unaudited) 3 Condensed Consolidated Statements of Earnings (Loss) – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 6 Condensed Consolidated Statements of Cash Flows – Six Months Ended December 31, 2025 and 2024 (Unaudited) 7 Condensed Consolidated Statements of Equity and Mezzanine Equity – Three and Six Months Ended December 31, 2025 and 2024 (Unaudited) 10 Notes to Condensed Consolidated Financial Statements (Unaudited) 12 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 38 PART II - OTHER INFORMATION Item 1. Legal Proceedings 39 Item 1A. Risk Factors 39 Item 5. Other Information 39 Item 6. Exhibits 40 2 Table of Contents PART I - FINANCIAL INFORMATION Item 1.    FINANCIAL STATEMENTS Coherent Corp. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) ($000) December 31, 2025 June 30, 2025 Assets Current Assets Cash and cash equivalents $ 863,739 $ 909,200 Restricted cash, current 35,451 8,897 Accounts receivable - less allowance for doubtful accounts of $ 12,856 at December 31, 2025 and $ 12,189 at June 30, 2025 1,054,611 964,051 Inventories 1,847,907 1,437,636 Prepaid and refundable income taxes 44,086 55,773 Prepaid and other current assets 547,593 551,597 Total Current Assets 4,393,387 3,927,154 Property, plant & equipment, net 2,116,957 1,877,507 Goodwill 4,462,786 4,471,084 Other intangible assets, net 3,064,069 3,204,747 Deferred income taxes 69,091 53,407 Restricted cash, non-current 629,606 714,816 Other assets 351,821 662,221 Total Assets $ 15,087,717 $ 14,910,936 Liabilities, Mezzanine Equity and Equity Current Liabilities Current portion of long-term debt $ 106,463 $ 188,306 Accounts payable 1,118,506 846,984 Accrued compensation and benefits 243,088 258,650 Operating lease current liabilities 43,021 41,575 Accrued income taxes payable 127,977 123,762 Other accrued liabilities 312,033 335,564 Total Current Liabilities 1,951,088 1,794,841 Long-term debt 3,245,403 3,498,615 Deferred income taxes 643,250 711,717 Operating lease liabilities 151,638 165,162 Other liabilities 208,054 259,318 Total Liabilities 6,199,433 6,429,653 Mezzanine Equity Series B redeemable convertible preferred stock, no par value, 5 % cumulative; issued - 0 and 215,000 shares at December 31, 2025 and June 30, 2025, respectively; redemption value - $ 0 and $ 2,540,110 , respectively — 2,483,261 Shareholders' Equity Common stock, no par value; authorized - 300,000,000 shares; issued - 204,185,841 shares at December 31, 2025; 171,849,325 shares at June 30, 2025 7,674,290 5,056,168 Accumulated other comprehensive income (AOCI) 355,348 372,037 Retained earnings 922,338 584,374 8,951,976 6,012,579 Treasury stock, at cost; 16,763,485 shares at December 31, 2025 and 16,294,119 shares at June 30, 2025 ( 412,680 ) ( 368,065 ) Total Coherent Corp. Shareholders’ Equity 8,539,296 5,644,514 Noncontrolling interests (NCI) 348,988 353,508 Total Equity 8,888,284 5,998,022 Total Liabilities, Mezzanine Equity and Equity $ 15,087,717 $ 14,910,936 See Notes to Condensed Consolidated Financial Statements . 3 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss) (Unaudited) ($000, except per share data) Three Months Ended December 31, 2025 2024 Revenues $ 1,685,629 $ 1,434,665 Costs, Expenses, and Other Expense (Income) Cost of goods sold 1,062,809 925,314 Research and development 165,708 143,852 Selling, general and administrative 258,488 220,612 Restructuring charges 3,609 8,021 Impairment of assets held-for-sale 11,012 — Interest expense 45,937 64,278 Other income, net ( 29,922 ) ( 55,816 ) Total Costs, Expenses, & Other Expense 1,517,641 1,306,261 Earnings Before Income Taxes 167,988 128,404 Income Tax Expense 24,174 26,862 Net Earnings 143,814 101,542 Net Loss Attributable to Noncontrolling Interests ( 2,903 ) ( 1,843 ) Net Earnings Attributable to Coherent Corp. 146,717 103,385 Less: Dividends on Preferred Stock 1,623 32,262 Net Earnings Available to the Common Shareholders $ 145,094 $ 71,123 Basic Earnings Per Share $ 0.87 $ 0.46 Diluted Earnings Per Share $ 0.76 $ 0.44 See Notes to Condensed Consolidated Financial Statements. 4 Table of Contents Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss) (Unaudited) ($000, except per share data) Six Months Ended December 31, 2025 2024 Revenues $ 3,267,007 $ 2,782,800 Costs, Expenses, and Other Expense (Income) Cost of goods sold 2,064,987 1,813,317 Research and development 320,585 275,454 Selling, general and administrative 510,572 449,580 Restructuring charges 22,885 32,385 Impairment of assets held-for-sale 20,112 — Gain on sale of business ( 115,211 ) — Interest expense 104,658 130,922 Other income, net ( 46,455 ) ( 66,565 ) Total Costs, Expenses, & Other Expense 2,882,133 2,635,093 Earnings Before Income Taxes 384,874 147,707 Income Tax Expense 15,864 21,304 Net Earnings 369,010 126,403 Net Loss Attributable to Noncontrolling Interests ( 4,056 ) ( 2,869 ) Net Earnings Attributable to Coherent Corp. 373,066 129,272 Less: Dividends on Preferred Stock 35,102 64,095 Net Earnings Available to the Common Shareholders $ 337,964 $ 65,177 Basic Earnings Per Share $ 2.09 $ 0.42 Diluted Earning

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