# Coherent Corp. (COHR) - Recent Events ## Filings that contain financial statements Coherent furnishes condensed, unaudited financial statements in the Exhibit 99.1 earnings press release attached to each quarterly Form 8-K (Item 2.02). The statements below are not the Form 10-Q or 10-K; they are the press-release versions. - Form 8-K, November 4, 2026, accession 0001193125-26-447200: first quarter of fiscal 2027 (three months ended September 30, 2026, with June 30, 2026 and September 30, 2025 comparatives). Holds the statements of earnings, balance sheet (September 30 and June 30, 2026), statements of cash flows, segment revenues, and GAAP to non-GAAP reconciliations. - Form 8-K, August 12, 2026, accession 0001193125-26-346860: fourth quarter and full year fiscal 2026 (year ended June 30, 2026). Holds the statements of earnings (three months and year), balance sheet, and statements of cash flows (year). - Form 8-K, May 6, 2026, accession 0001193125-26-208972: third quarter of fiscal 2026 (three and nine months ended March 31, 2026). Statements of earnings, balance sheet, and cash flows (nine months). - Form 8-K, February 4, 2026, accession 0001193125-26-037556: second quarter of fiscal 2026 (three and six months ended December 31, 2025). Statements of earnings, balance sheet, and cash flows (six months). - Form 8-K, November 5, 2025, accession 0001193125-25-266951: first quarter of fiscal 2026 (three months ended September 30, 2025). Statements of earnings, balance sheet, and cash flows. - Form 8-K, August 13, 2025, accession 0001193125-25-179833: fourth quarter and full year fiscal 2025 (year ended June 30, 2025). Exhibit 99.1 holds the statements of earnings (three months and year ended June 30, 2025), the balance sheet, and the statement of cash flows (year). - Form 8-K, May 7, 2025, accession 0001193125-25-114882: third quarter of fiscal 2025 (three and nine months ended March 31, 2025). Exhibit 99.1 holds the statements of earnings (three and nine months ended March 31, 2025), the balance sheet (March 31, 2025), and the statement of cash flows (nine months). - Form 8-K, December 16, 2025, accession 0000820318-25-000024: recast of the fiscal 2025 annual financial statements (Item 8 of the Form 10-K for the year ended June 30, 2025) and related Business and MD&A sections to the two-segment structure (Datacenter & Communications; Industrial), with the auditor's report. Totals are unchanged; only segment presentation and the related notes changed. ## Earnings and guidance **November 4, 2026 - first quarter fiscal 2027 results (0001193125-26-447200).** Revenue was $2.37 billion, up 50% year over year (56% on a pro forma basis) and up 16% from the $2.05 billion in the fourth quarter. GAAP gross margin was 39.1% (non-GAAP 40.6%). GAAP operating income was $378 million against $259 million a year earlier. GAAP diluted EPS was $1.90 against $1.19; non-GAAP diluted EPS was $2.09 against $1.16. Datacenter & Communications revenue was $1.95 billion against $1.09 billion a year earlier, while Industrial fell to $419 million from $491 million. Operating cash flow was an outflow of $93 million, and additions to property, plant and equipment were $776 million. Cash and cash equivalents were $1.55 billion and short-term investments $200 million at September 30, 2026. Guidance: second-quarter fiscal 2027 revenue of $2.55 billion to $2.75 billion, non-GAAP gross margin of 40% to 42%, and non-GAAP EPS of $2.28 to $2.48. Management also said it expects fiscal 2027 pro forma revenue growth above 60%, its first $3 billion revenue quarter by the end of fiscal 2027, and a first $4 billion quarter in fiscal 2028. It introduced a new target of a quarter with non-GAAP gross margin above 45% before the end of calendar 2028. The company's prior first-quarter guidance (August 12, 2026) was revenue of $2.2 billion to $2.4 billion and non-GAAP EPS of $1.85 to $2.05, so the quarter landed inside the revenue range and above the EPS range. **August 12, 2026 - fourth quarter and full year fiscal 2026 results (0001193125-26-346860).** Fourth-quarter revenue was $2.05 billion, up 34% year over year (42% pro forma). GAAP diluted EPS was $1.19 and non-GAAP diluted EPS $1.74. Management described fiscal 2026 as a record revenue year and guided first-quarter fiscal 2027 as noted above. **May 6, 2026 (0001193125-26-208972), February 4, 2026 (0001193125-26-037556) and November 5, 2025 (0001193125-25-266951)** - earnings releases for the third, second and first quarters of fiscal 2026. Each furnished an investor presentation as Exhibit 99.2. **August 13, 2025 (0001193125-25-179833) and May 7, 2025 (0001193125-25-114882)** - earnings releases for the fourth and third quarters of fiscal 2025. **Long-term agreements, November 4, 2026 (0001193125-26-447200).** The investor presentation furnished as Exhibit 99.2 says new long-term agreements include a PhotonLink agreement valued at approximately $20 billion over five years, with revenue beginning to ramp in early calendar 2028. The presentation does not name the counterparty or the signing date. It also lists a September 21, 2026 launch of PhotonLink, an integrated optics platform for co-packaged and near-packaged optics, with anchor customers and long-term agreements secured. This is disclosed in the furnished presentation, not in the quarterly report. ## Capital, financing and equity **NVIDIA investment, March 2, 2026 (0001193125-26-084366).** Closed. Coherent entered into a securities purchase agreement with NVIDIA and completed the issuance of 7,788,161 common shares at $256.80 per share for $2 billion in cash, in a private placement. The filing says the proceeds support research and development, capacity expansion and operations as Coherent expands U.S. manufacturing. The accompanying press release describes a multi-year, non-exclusive strategic agreement including an NVIDIA multi-billion-dollar purchase commitment and access and capacity rights to advanced laser and optical networking products. **Credit agreement amendments, September 26, 2025 (0001193125-25-220656).** Closed on signing. Amendment No. 4 replaced the existing revolver with new commitments and added $350 million, for a $700 million revolving facility, and added a $1.25 billion incremental term A loan. Proceeds repaid the existing term A loans and prepaid part of the term B-2 loans. The facilities mature on the earlier of September 26, 2030 or a springing maturity 91 days before the senior notes or term B loans mature under stated liquidity conditions. The net leverage covenant was reset to a maximum of 4.25x (4.75x for four quarters after a material acquisition), with a 2.50x interest coverage covenant retained. Amendment No. 5 replaced the remaining term B-2 loans with $1.08 billion of term B-3 loans at a margin of 1.75% over the term benchmark (floor 0.50%). **New foreign-subsidiary credit lines (Form 10-Q, accession 0000820318-26-000023).** No Form 8-K covers these. The quarterly report for the period ended September 30, 2026 discloses unsecured lines entered into by two foreign subsidiaries in June to August 2026 (up to $475 million, $205 million drawn at September 30, 2026) and an August 12, 2026 facility of about $950 million ($598 million drawn at September 30, 2026), neither guaranteed by Coherent Corp. or its other subsidiaries. These borrowings are the source of the $773 million of proceeds from other credit facilities in the first-quarter cash flow statement. **Series B preferred stock.** On November 20, 2025, Coherent and Bain Capital agreed a waiver under which Bain irrevocably waived its rights to dividends on the Series B-1 and B-2 convertible preferred stock from that date (0001193125-25-290249). The quarterly report for September 30, 2026 states that the Series B preferred stock was converted into 30.1 million common shares during the quarter ended December 31, 2025, and that none was outstanding at June 30, 2026 or September 30, 2026. ## Divestitures The 8-K record for the period contains no acquisition or divestiture filing. The quarterly report for September 30, 2026 states that Coherent completed the sale of its aerospace and defense business (Industrial segment) on September 2, 2025 for about $400 million, with a $115 million gain, and completed the sale of its Munich, Germany materials-processing tools division on January 30, 2026 at a $96 million loss, mostly from impairment charges. Both are closed. ## Management and governance **August 31, 2026 (0001193125-26-375462).** The Compensation and Human Capital Committee approved, on August 27, 2026, special performance stock unit awards to five executives with target values of $50 million (CEO James Anderson), $15 million each (CFO Sherri Luther, Julie Eng, Rob Beard) and $5 million (Jeffrey Place). The awards vest only if share-price hurdles are met over a four-year period (from $454.43 for 50% of target, rising to $757.77 for 200%) and total shareholder return is above the 50th percentile of a peer index, with continued service through 2030 and a further one-year holding period. **April 28, 2026 (0001193125-26-187297).** Chief Strategy Officer Giovanni Barbarossa transitioned on April 27, 2026 to Special Advisor to the CEO and intends to retire in September 2026. **November 17, 2025 (0001193125-25-284011).** Results of the November 13, 2025 annual meeting: five Class Two directors were elected to terms ending at the 2028 annual meeting. ## Segment reporting **December 16, 2025 (0000820318-25-000024).** Coherent recast its fiscal 2025 history for the two reportable segments adopted from July 1, 2025 (Datacenter & Communications; Industrial); see the section on filings with financial statements above. ## Other **May 28, 2025 (0001193125-25-129060).** 2025 Investor Day presentation furnished under Regulation FD.