iivi-20250930

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 September 30, 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,” “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 November 3, 2025, 157,153,611 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 – September 30, 2025 and June 30, 2025 (Unaudited)	3
	Condensed Consolidated Statements of Earnings (Loss) – Three Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Condensed Consolidated Statements of Equity and Mezzanine Equity – Three Months Ended September 30, 2025 and 2024 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)


	September 30, 2025		June 30, 2025
Assets
Current Assets
Cash and cash equivalents	$	852,778	$	909,200
Restricted cash, current	22,549		8,897
Accounts receivable - less allowance for doubtful accounts of $13,339 at September 30, 2025 and $12,189 at June 30, 2025	1,027,231		964,051
Inventories	1,632,605		1,437,636
Prepaid and refundable income taxes	44,812		55,773
Prepaid and other current assets	461,980		551,597
Total Current Assets	4,041,955		3,927,154
Property, plant & equipment, net	1,944,353		1,877,507
Goodwill	4,474,833		4,471,084
Other intangible assets, net	3,133,179		3,204,747
Deferred income taxes	53,934		53,407
Restricted cash, non-current	677,573		714,816
Other assets	373,018		662,221
Total Assets	$	14,698,845	$	14,910,936
Liabilities, Mezzanine Equity and Equity
Current Liabilities
Current portion of long-term debt	$	48,379	$	188,306
Accounts payable	953,889		846,984
Accrued compensation and benefits	210,444		258,650
Operating lease current liabilities	41,380		41,575
Accrued income taxes payable	164,271		123,762
Other accrued liabilities	317,612		335,564
Total Current Liabilities	1,735,975		1,794,841
Long-term debt	3,259,406		3,498,615
Deferred income taxes	629,504		711,717
Operating lease liabilities	156,687		165,162
Other liabilities	229,858		259,318
Total Liabilities	6,011,430		6,429,653
Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at September 30, 2025 and June 30, 2025; redemption value - $2,560,423 and $2,540,110, respectively	2,505,302		2,483,261
Shareholders' Equity

Common stock, no par value; authorized - 300,000,000 shares; issued - 173,658,902 shares at September 30, 2025; 171,849,325 shares at June 30, 2025	5,118,726		5,056,168
Accumulated other comprehensive income (AOCI)	339,737		372,037
Retained earnings	777,244		584,374
	6,235,707		6,012,579
Treasury stock, at cost; 16,706,280 shares at September 30, 2025 and 16,294,119 shares at June 30, 2025	(405,508)		(368,065)
Total Coherent Corp. Shareholders’ Equity	5,830,199		5,644,514
Noncontrolling interests (NCI)	351,914		353,508
Total Equity	6,182,113		5,998,022
Total Liabilities, Mezzanine Equity and Equity	$	14,698,845	$	14,910,936

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


	Three Months Ended September 30,
	2025		2024
Revenues	$	1,581,378	$	1,348,135

Costs, Expenses, and Other Expense (Income)
Cost of goods sold	1,002,178		888,003
Research and development	154,877		131,602
Selling, general and administrative	252,084		228,968
Restructuring charges	19,276		24,364
Impairment of assets held-for-sale	9,100		—
Gain on sale of business	(115,211)		—
Interest expense	58,721		66,644
Other income, net	(16,533)		(10,749)
Total Costs, Expenses, & Other Expense	1,364,492		1,328,832

Earnings Before Income Taxes	216,886		19,303

Income Tax Benefit	(8,310)		(5,558)

Net Earnings	225,196		24,861
Net Loss Attributable to Noncontrolling Interests	(1,153)		(1,026)
Net Earnings Attributable to Coherent Corp.	226,349		25,887
Less: Dividends on Preferred Stock	33,479		31,833
Net Earnings (Loss) Available to the Common Shareholders	$	192,870	$	(5,946)

Basic Earnings (Loss) Per Share	$	1.24	$	(0.04)

Diluted Earnings (Loss) Per Share	$	1.19	$	(0.04)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

($000)


	Three Months Ended September 30,
	2025		2024
Net earnings	$	225,196	$	24,861
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	(27,597)		290,274
Change in fair value of interest rate instruments, net of taxes of $(1,188) for the three months ended September 30, 2025; and $(4,397) for the three months ended September 30, 2024	(4,388)		(

SEC Form 10-Q filed by Coherent Corp.