COHERENT CORP.

The following is a summary of the material risks and uncertainties that could cause our business, financial condition or operating results to be adversely impacted. We encourage you to carefully review the full risk factors contained in Item 1A. “Risk Factors” herein in their entirety for additional information regarding these risks and uncertainties.

•Our competitive position depends on our ability to develop new products and processes and may require significant investment.

•A significant portion of our business is subject to cyclical market factors and we may fail to accurately estimate the size and growth rate of our markets and our customers’ demands.

•We contract with a number of large end-user service providers and product companies that have considerable bargaining power, which may require us to agree to terms and conditions that could have an adverse effect on our business or ability to recognize revenues. Any loss, cancellation, reduction, or delay in purchases by these large customers could harm the longevity of our business.

•Products that fail to meet specifications, are defective, or are otherwise incompatible with end uses could impose significant costs on us.

•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.

•We may encounter increased competition, and we may fail to accurately estimate our competitors’ or our customers’ willingness and capability to backward integrate into our competencies and thereby displace us.

•We may not be able to achieve expected returns from strategic investments, including capacity expansions.

•Global economic downturns may adversely affect our business, results of operations, and financial condition.

•We depend on highly complex manufacturing processes that require strategic materials, components, and products from limited sources of supply.

•Increases in commodity prices and diminished availability of rare earth minerals and noble gases may adversely affect our results of operations and financial condition.

•We purchase a significant amount of the materials and components used in our products from a limited number of suppliers.

•Cybersecurity attacks and incidents and other vulnerabilities could subject us to costly damages, claims and expenses, harm to our reputation or competitive position, or disrupt our operations and business.

•We may be adversely impacted by any of the multiple uncertainties and outcomes associated with the use and evolution of AI.

•Natural disasters or other global or regional catastrophic events could disrupt our operations, give rise to substantial environmental hazards, and adversely affect our results.

•We may be unable to successfully implement our acquisitions strategy, integrate acquired companies and personnel with existing operations, or capitalize on any decision to strategically divest one or more current businesses.

•Our success requires us to attract, retain, and develop key personnel and maintain good relations with our employees.

•Actions that we are taking to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.

Risks Related to Intellectual Property and Litigation

•There are limitations on the protection of our intellectual property, and we may from time to time be involved in costly intellectual property litigation or indemnification.

•Legal, regulatory, and administrative investigations, inquiries, proceedings, and claims could have a material adverse effect on our business, results of operations, or financial condition.

Risks Related to Laws and Regulations

•Significant political, trade, regulatory developments, and other circumstances beyond our control, including 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 markets, or could otherwise restrict our ability to conduct operations.

•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 laws and regulations.

•We are subject to a variety of complex and evolving laws, regulations, or industry standards, including with respect to environmental, health, safety, and product considerations and cybersecurity, data privacy, and AI requirements, which may have a material adverse effect on our business, results of operations, or financial condition.

•Our operations are subject to environmental, health and safety risks and requirements which could adversely affect our business, results of operations, and reputation.

•Failure to maintain effective internal control over financial reporting may cause a loss of investor confidence in the reliability of our financial statements or cause us to delay filing our periodic reports with the U.S. Securities and Exchange Commission and may adversely affect our stock price.

•Tax-related matters could have a material adverse effect on our business, results of operations, or financial condition.

Risks Related to Capitalization and Financial Markets

•Foreign currency risk may negatively affect our revenues, cost of sales, and operating margins, and could result in foreign exchange losses.

•We have a substantial amount of debt, which could adversely affect our business, financial condition, or results of operations and prevent us from fulfilling our debt-related obligations.

•The agreements that govern our senior credit facilities and our 5.000% senior notes due 2029 contain various covenants that impose restrictions on our business, which may affect our ability to operate our businesses.

•Any inability to access financial markets from time to time to raise required capital, finance our working capital requirements or our acquisition strategies, or otherwise support our liquidity needs could negatively impact our ability to finance our operations, meet certain obligations, or implement our growth strategy.

•The trading price of our common stock has been, and may continue to be, volatile.

•Provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws and the Pennsylvania Associations Code (the “Code”) may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock.

•Our ability to declare and pay dividends on our capital stock may be limited, including by the terms of our existing Credit Agreement.

•Our common stock is subordinate to our existing and future indebtedness, and any preferred stock we may issue in the future.

•Our Board of Directors can issue, without approval of the holders of our common stock, preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of our common stock, the rights of holders of shares of our capital stock, or the market price of our capital stock.

Part I