IPG Photonics Corp. (IPGP) reported that on July 16, 2026, it entered into a Put Option Agreement with Lumibird S.A., a French public company listed on Euronext Paris, setting up IPG’s proposed acquisition of Lumibird Medical, a wholly owned French subsidiary of Lumibird. The transaction would give IPG 100% of Lumibird Medical’s outstanding shares. The proposed acquisition price is €300 million on a cash-free, debt-free basis, payable in cash at closing and subject to customary adjustments. The agreement also includes potential contingent earnout consideration of up to €50 million in additional cash, tied to the achievement of specified 2026 and 2027 performance metrics. IPG said it expects to fund the acquisition with cash on hand, meaning the filing does not report any issuance of IPGP securities or insider share transaction. Because Lumibird is a French company, the transaction structure includes a put option process tied to French labor law. Before Lumibird can exercise the put option and require IPG to sign the definitive share purchase agreement, Lumibird must complete the information and consultation process with the works council of its Economic and Social Unit under Article L. 2312-8 of the French Labor Code. After that process is completed, Lumibird may deliver an exercise notice, at which point IPG is irrevocably committed to execute and deliver the share purchase agreement at the time and place specified in the notice. The put option remains in effect until the earliest of three events: the 10th business day after completion of the works council consultation process, six months after the date of the Put Option Agreement, or execution of the share purchase agreement. In exchange for IPG’s commitment, Lumibird granted IPG an exclusivity undertaking lasting until the earlier of nine months from the Put Option Agreement date or execution of the share purchase agreement following exercise of the put option. If the consultation process is completed or deemed completed and Lumibird does not exercise the option by the expiry date, Lumibird must pay IPG €3.5 million, which would be IPG’s exclusive remedy in that circumstance. If the acquisition proceeds under the share purchase agreement, Lumibird would provide fundamental representations and warranties regarding Lumibird Medical and agree to indemnify IPG for losses tied to those fundamental representations and warranties to the extent they exceed coverage under a warranty and indemnity insurance policy. Lumibird would also provide business warranties for purposes of that insurance policy, but its aggregate liability for those warranties would be capped at €1.00, except in cases of fraud or willful misconduct. IPG said it has secured a warranty and indemnity insurance policy covering certain losses from breaches of Lumibird’s representations and warranties, subject to retention amounts, exclusions, policy limits and other terms. The deal also includes post-closing restrictive covenants. For three years after closing, Lumibird would be subject to customary non-solicitation and non-competition obligations. The non-compete would prohibit Lumibird and its affiliates from directly or indirectly engaging in businesses competitive with Lumibird Medical in the countries where Lumibird Medical has operated. Completion of the acquisition remains subject to customary closing conditions and approvals, including authorization by the French Minister of the Economy under France’s foreign direct investment regime. IPG said closing is expected in the fourth quarter of 2026, although the company cautioned that completion depends on the consultation process, exercise of the put option, regulatory clearance and satisfaction of other conditions. The filing was made under Item 1.01 for entry into a material definitive agreement, Item 7.01 for Regulation FD disclosure related to IPG’s acquisition announcement and supplemental investor presentation, and Item 9.01 for exhibits. No insider trading transaction codes, stock option exercises, equity grants, vesting events, or post-transaction insider ownership amounts were reported.