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Cohu (NASDAQ: COHU) lifts 2025 sales, adds $287.5M convertible notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cohu, Inc. reported fourth quarter 2025 net sales of $122.2 million and a GAAP net loss of $22.5 million, or $0.48 per share, compared with $94.1 million of sales a year earlier. For full year 2025, net sales were $453.0 million with a GAAP net loss of $74.3 million, or $1.59 per share, versus $401.8 million of sales and a $69.8 million loss in 2024.

On a non-GAAP basis, Cohu reported a fourth quarter 2025 net loss of $7.2 million, or $0.15 per share, and a full‑year 2025 net loss of $10.1 million, or $0.22 per share. Adjusted EBITDA improved to $17.4 million for 2025 from $7.1 million in 2024.

Cash and investments at year‑end 2025 totaled $484.0 million, helped by the issuance of $287.5 million of 1.50% Convertible Senior Notes due 2031 that generated approximately $246.7 million of net proceeds. Management highlighted about 30% year‑over‑year fourth quarter revenue growth and stronger recurring revenue, and expects first quarter 2026 sales of $122 million ± $7 million.

Positive

  • None.

Negative

  • None.

Insights

Cohu shows solid 2025 revenue growth and stronger cash, but remains loss‑making.

Cohu grew full‑year 2025 net sales to $453.0 million from $401.8 million, with fourth quarter revenue up about 30% year over year to $122.2 million. Non‑GAAP results narrowed losses, and Adjusted EBITDA improved to $17.4 million, indicating better underlying profitability despite GAAP losses.

Total cash and investments increased to $484.0 million, supported by $287.5 million of 1.50% Convertible Senior Notes due 2031, which generated about $246.7 million in net proceeds. This strengthens liquidity but adds long‑term debt and potential future equity dilution from note conversion.

Management cited fourth quarter recurring revenue growth of 25% year over year and estimated test cell utilization rising to 76% in December 2025, suggesting healthier demand trends. The sales outlook of $122 million ± $7 million for first quarter 2026 points to stable near‑term activity, while ongoing non‑GAAP adjustments and restructuring highlight continued efforts to optimize cost structure.

false 0000021535 0000021535 2026-02-12 2026-02-12
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):
 
February 12, 2026
 
Cohu, Inc.
 

(Exact name of registrant as specified in its charter)
 
Delaware
001-04298
95-1934119
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
17087 Via Del Campo, San Diego, California
 
92127
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
858-848-8100
 
Not Applicable
 

Former name or former address, if changed since last report
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $1.00 par value
COHU
The NASDAQ Stock Market LLC
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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. ☐
 
 

 
 
Item 2.02 Results of Operations and Financial Condition.
 
On February 12, 2026, the Company issued a press release regarding its financial results for the fourth fiscal quarter and full year ended December 27, 2025. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
 
Use of Non-GAAP Financial Information:
 
Included within this current report are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Net loss and Loss (adjusted earnings) per share, Operating income (loss), Operating Expense, effective tax rate, net cash per share and Adjusted EBITDA that supplement the Company’s Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, the amortization of purchased intangible assets, restructuring costs, manufacturing transition and severance costs, impairments, change in indemnification receivable, duplicate facility costs, acquisition and transaction related costs and associated professional fees, depreciation of purchase accounting adjustments to property, plant and equipment, fair value adjustment to contingent consideration, pension curtailment adjustments, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. With respect to any forward-looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.
 
These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company’s management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.
 
Forward Looking Statements:
 
Certain statements contained in this current report may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding effects of growth in revenue in certain vertical markets, recurring revenue trends or test cell utilization metrics and corresponding financial impacts; new market entries, product introductions or customer adoptions and corresponding performance metrics or financial impacts; product market projected growth and market sizes and related revenue opportunities; expectations related to our FY2026 outlook, including quarterly projections; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third-party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.
 
Actual results and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: rapid technology changes and product transition and investment risks; industry cyclicality, seasonality and volatility; outsourced manufacturing and supply chain disruptions or dependencies; product defects and quality issues; supplier concentration and part shortages; inflation and interest‑rate exposure; high customer concentration and rapid innovation cycles; semiconductor industry consolidation; operational strain from rapid shifts in demands; failure to meet innovation demands of customers and industries; talent attraction and retention challenges; AI‑related risks; international operations complexity; trade barriers and tariffs; geopolitical instability; natural disasters and health events; climate transition and physical risks; stakeholder ESG expectations; M&A and strategic transaction risks; acquisition integration risks; risks related to gaining access to capital; foreign currency exposure; restructuring and impairment charges; financial‑institution instability; goodwill and intangible asset impairment charges; stock price volatility; underperformance against stock price or financial metric targets; indebtedness and covenant limits; dilution from equity issuances or note conversions; share repurchase uncertainties; anti‑takeover provisions; export controls and trade regulation; tax law changes and audits; environmental regulatory compliance; changing U.S. and foreign policy landscape; cybersecurity breaches or threats; IP protection challenges; IP infringement claims; data privacy obligations; or litigation risk.
 
 

 
These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including our most recent Form 10-K and Form 10-Q, and the other filings made by Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Except as required by applicable law, Cohu does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
 
Item 9.01 Financial Statements and Exhibits.
 
The Exhibit listed below is being furnished with this Current Report on Form 8-K.
 
(d) Exhibits
 
Exhibit No. - 99.1
 
Fourth Quarter and Full Year 2025 Earnings Release, dated February 12, 2026, of Cohu, Inc.
 
Exhibit No. - 104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 Cohu, Inc.
 
 
 
 
February 12, 2026
 By:
 
/s/ Jeffrey D. Jones
 
 
 
 
 
 
 
 Name: Jeffrey D. Jones
 
 
 
 Title: Senior VP Finance and Chief Financial Officer
 
 

 
 
Exhibit Index
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
104
 
Fourth Quarter and Full Year 2025 Earnings Release, dated February 12, 2026, of Cohu, Inc.
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

Exhibit 99.1

 

     
 
c01.jpg
     
   

COHU, INC.

17087 VIA DEL CAMPO

SAN DIEGO, CA 92127

FAX (858) 848-8185

PHONE (858) 858-8100

www.cohu.com

 

 

Cohu Reports Fourth Quarter 2025 Results

 

 

Full year 2025 revenue of $453.0 million, up 13% year-over-year

 

 

Full year 2025 gross margin of 42.7%; non-GAAP gross margin of 43.3%

 

 

Fourth quarter revenue of $122.2 million, up 30% year-over-year

 

 

Fourth quarter recurring revenue grew 4% quarter-over-quarter and 25% year-over-year

 

SAN DIEGO, Calif., February 12, 2026 – Cohu, Inc. (NASDAQ: COHU), a global supplier of equipment and services optimizing semiconductor manufacturing yield and productivity, today reported fiscal 2025 fourth quarter net sales of $122.2 million and GAAP loss of $22.5 million or $0.48 per share. Net sales for full year 2025 were $453.0 million with GAAP loss of $74.3 million or $1.59 per share.

 

The Company also reported non-GAAP results, with fourth quarter 2025 loss of $7.2 million or $0.15 per share and loss of $10.1 million or $0.22 per share for full year 2025.

 

GAAP Results

                                       

(in millions, except per share amounts)

 

Q4 FY

2025

   

Q3 FY

2025

   

Q4 FY

2024

   

12

Months

2025

   

12

Months

2024

 
                                         

Net sales

 

  $ 122.2     $ 126.2     $ 94.1     $ 453.0     $ 401.8  

Net loss

  $ (22.5 )   $ (4.1 )   $ (21.4 )   $ (74.3 )   $ (69.8 )

Net loss per share

  $ (0.48 )   $ (0.09 )   $ (0.46 )   $ (1.59 )   $ (1.49 )

 

Non-GAAP Results

                                       

(in millions, except per share amounts)

 

Q4 FY

2025

   

Q3 FY

2025

   

Q4 FY

2024

   

12

Months

2025

   

12

Months

2024

 
                                         

Net loss

 

  $ (7.2 )   $ (2.8 )   $ (7.1 )   $ (10.1 )   $ (10.9 )

Net loss per share

  $ (0.15 )   $ (0.06 )   $ (0.15 )   $ (0.22 )   $ (0.23 )

 

Total cash and investments at the end of fourth quarter 2025 were $484.0 million. On September 29, 2025, the Company issued $287.5 million of 1.50% Convertible Senior Notes due 2031, including the full $27.5 million over‑allotment option. Net proceeds totaled approximately $246.7 million after debt‑issuance costs and capped‑call transactions. Cohu did not repurchase any shares of its common stock during fourth quarter 2025.

 

“Cohu delivered Q4 revenue of $122 million, up 30% year over year, supported by improving market fundamentals with estimated test cell utilization increasing to 76% in December. Fourth quarter recurring revenue is up 25% year-over-year driven by strong demand across services, interface solutions, and handler-related spares business,” said Cohu President and CEO Luis Müller. “Design‑win momentum remains robust, spanning automotive ADAS, power devices, computing AI, and HBM inspection metrology solutions.”

 

Cohu expects first quarter 2026 sales to be in a range of $122 million +/- $7 million.

 

 

 

Conference Call Information:

 

The Company will host a live conference call and webcast with slides to discuss fourth quarter 2025 results at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time on February 12, 2026. Interested parties may listen live via webcast on Cohu’s investor relations website at https://edge.media-server.com/mmc/p/72a3rqim.

 

To participate via telephone and join the call live, please register in advance at https://register-conf.media-server.com/register/BI04e278675daf4424a7d54548401241d5 to receive the dial-in number along with a unique PIN number that can be used to access the call.

 

About Cohu:

 

Cohu, Inc. (NASDAQ: COHU) is a global supplier delivering test, automation, inspection & metrology products, software analytics solutions and services to the semiconductor industry. Cohu’s differentiated and broad product portfolio enables optimized yield and productivity, accelerating customers’ manufacturing time-to-market. Additional information can be found at www.cohu.com.

 

Use of Non-GAAP Financial Information:

 

Included within this press release and accompanying materials are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Net loss and Loss (adjusted earnings) per share, Operating income (loss), Operating Expense, effective tax rate, net cash per share and Adjusted EBITDA that supplement the Company’s Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, the amortization of purchased intangible assets, restructuring costs, manufacturing transition and severance costs, impairments, change in indemnification receivable, duplicate facility costs, acquisition and transaction related costs and associated professional fees, depreciation of purchase accounting adjustments to property, plant and equipment, fair value adjustment to contingent consideration, pension curtailment adjustments, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. With respect to any forward-looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.

 

These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company’s management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

 

Forward Looking Statements:

 

Certain statements contained in this release and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding effects of growth in revenue in certain vertical markets, recurring revenue trends or test cell utilization metrics and corresponding financial impacts; new market entries, product introductions or customer adoptions and corresponding performance metrics or financial impacts; product market projected growth and market sizes and related revenue opportunities; expectations related to our FY2026 outlook, including quarterly projections; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third-party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.

 

 

 

Actual results and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: rapid technology changes and product transition and investment risks; industry cyclicality, seasonality and volatility; outsourced manufacturing and supply chain disruptions or dependencies; product defects and quality issues; supplier concentration and part shortages; inflation and interest‑rate exposure; high customer concentration and rapid innovation cycles; semiconductor industry consolidation; operational strain from rapid shifts in demands; failure to meet innovation demands of customers and industries; talent attraction and retention challenges; AI‑related risks; international operations complexity; trade barriers and tariffs; geopolitical instability; natural disasters and health events; climate transition and physical risks; stakeholder ESG expectations; M&A and strategic transaction risks; acquisition integration risks; risks related to gaining access to capital; foreign currency exposure; restructuring and impairment charges; financial‑institution instability; goodwill and intangible asset impairment charges; stock price volatility; underperformance against stock price or financial metric targets; indebtedness and covenant limits; dilution from equity issuances or note conversions; share repurchase uncertainties; anti‑takeover provisions; export controls and trade regulation; tax law changes and audits; environmental regulatory compliance; changing U.S. and foreign policy landscape; cybersecurity breaches or threats; IP protection challenges; IP infringement claims; data privacy obligations; or litigation risk.

 

These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including our most recent Form 10-K and Form 10-Q, and the other filings made by Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Except as required by applicable law, Cohu does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com.

 

Contact:

Cohu, Inc.
Jeffrey D. Jones - Investor Relations
858-848-8106

 

 

 

COHU, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

 

 

   

Three Months Ended (1)

   

Twelve Months Ended (1)

 
   

December 27,

   

December 28,

   

December 27,

   

December 28,

 
   

2025 (2)

   

2024

   

2025 (2)

   

2024

 
                                 

Net sales

  $ 122,230     $ 94,122     $ 452,956     $ 401,779  

Cost and expenses:

                               

Cost of sales (excluding amortization)

    73,301       54,656       259,337       221,485  

Research and development

    23,419       20,795       92,213       84,797  

Selling, general and administrative

    31,921       30,540       123,566       128,037  

Amortization of purchased intangible assets

    7,284       9,753       37,466       39,087  

Restructuring charges

    1,796       5       10,143       41  
      137,721       115,749       522,725       473,447  

Loss from operations

    (15,491 )     (21,627 )     (69,769 )     (71,668 )

Other (expense) income:

                               

Interest expense

    (1,620 )     (99 )     (2,054 )     (618 )

Interest income

    3,706       2,325       8,040       9,976  

Foreign transaction gain (loss)

    (232 )     98       (783 )     (2,395 )

Pension curtailment gain (loss)

    (158 )     -       2,159       -  

Loss on extinguishment of debt

    -       -       -       (241 )

Loss from operations before taxes

    (13,795 )     (19,303 )     (62,407 )     (64,946 )

Income tax provision

    8,693       2,055       11,866       4,872  

Net loss

  $ (22,488 )   $ (21,358 )   $ (74,273 )   $ (69,818 )
                                 

Loss per share:

                               

Basic:

  $ (0.48 )   $ (0.46 )   $ (1.59 )   $ (1.49 )

Diluted:

  $ (0.48 )   $ (0.46 )   $ (1.59 )   $ (1.49 )
                                 

Weighted average shares used in computing loss per share: (3)

                               

Basic

    46,838       46,719       46,723       46,908  

Diluted

    46,838       46,719       46,723       46,908  

 

(1)

The three- and twelve-month periods ended December 27, 2025, and December 28, 2024, were both comprised of 13 weeks and 52 weeks, respectively.

 

(2)

On January 7, 2025, the Company completed the acquisition of Tignis, Inc. and the results of Tignis’ operations have been included since that date.

 

(3)

For both the three- and twelve-month periods ended December 27, 2025, and December 28, 2024, potentially dilutive securities were excluded from the per share computations due to their antidilutive effect.

 

 

 

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

 

   

December 27,

   

December 30,

 
   

2025

   

2024

 

Assets:

               

Current assets:

               

Cash and investments (1)

  $ 483,981     $ 262,092  

Accounts receivable

    108,754       91,619  

Inventories

    129,006       141,861  

Other current assets

    28,249       38,735  

Total current assets

    749,990       534,307  

Property, plant & equipment, net

    76,987       74,786  

Goodwill

    283,027       234,639  

Intangible assets, net

    79,272       110,717  

Operating lease right of use assets

    29,271       13,908  

Other assets

    24,435       31,058  

Total assets

  $ 1,242,982     $ 999,415  
                 

Liabilities & Stockholders Equity:

               

Current liabilities:

               

Short-term borrowings

  $ 9,807     $ 633  

Current installments of long-term debt

    1,244       1,115  

Deferred profit

    8,626       3,589  

Other current liabilities

    89,401       79,847  

Total current liabilities

    109,078       85,184  

Long-term debt

    285,026       7,052  

Non-current operating lease liabilities

    31,693       9,893  

Other noncurrent liabilities

    31,646       40,395  

Cohu stockholders’ equity

    785,539       856,891  

Total liabilities & stockholders’ equity

  $ 1,242,982     $ 999,415  

 

(1)

On January 7, 2025, the Company made a cash payment of $34.8 million, net of cash received, to acquire Tignis, Inc. and on September 29, 2025, the Company issued $287.5 million of 1.50% Convertible Senior Notes due 2031, including the full $27.5 million over‑allotment option. Net proceeds totaled approximately $246.7 million after debt‑issuance costs and capped‑call transactions.

 

 

 

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

 

   

Three Months Ended

 
   

December 27,

   

September 27,

   

December 28,

 
   

2025

   

2025

   

2024

 

Loss from operations - GAAP basis (a)

  $ (15,491 )   $ (9,716 )   $ (21,627 )

Non-GAAP adjustments:

                       

Share-based compensation included in (b):

                       

Cost of sales (COS)

    332       341       290  

Research and development (R&D)

    1,367       1,356       966  

Selling, general and administrative (SG&A)

    3,779       3,962       4,025  
      5,478       5,659       5,281  

Amortization of purchased intangible assets (c)

    7,284       10,249       9,753  

Restructuring charges related to inventory adjustments in COS (d)

    480       (28 )     (429 )

Restructuring charges (d)

    1,796       509       5  

Manufacturing transition and severance costs included in (e):

                       

COS

    91       81       9  

R&D

    -       -       22  

SG&A

    42       -       105  
      133       81       136  

Impairment charge included in SG&A (f)

    (403 )     (46 )     -  

Adjustments to indemnification receivable included in SG&A (g)

    (123 )     -       506  

Duplicate facility costs included in SG&A (h)

    799       1,000       -  

Acquisition and financing costs included in SG&A (i)

    104       2       407  

Income (loss) from operations - non-GAAP basis (j)

  $ 57     $ 7,710     $ (5,968 )
                         

Net loss - GAAP basis

  $ (22,488 )   $ (4,101 )   $ (21,358 )

Non-GAAP adjustments (as scheduled above)

    15,548       17,426       15,659  

Tax effect of non-GAAP adjustments (k)

    (414 )     (15,372 )     (1,377 )

Pension curtailment adjustment (l)

    158       (787 )     -  

Net loss - non-GAAP basis

  $ (7,196 )   $ (2,834 )   $ (7,076 )
                         

GAAP net loss per share - diluted

  $ (0.48 )   $ (0.09 )   $ (0.46 )
                         

Non-GAAP net loss per share - diluted (m)

  $ (0.15 )   $ (0.06 )   $ (0.15 )

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre- and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring and manufacturing transition activities including employee headcount reductions and other organizational changes to align our business strategies and improve our cost structure. Restructuring and manufacturing transition costs have been excluded because such expense is not used by management to assess the core profitability of Cohu’s business operations. Impairment charges have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Management believes the change in an uncertain tax position liability and related indemnification receivable is better reflected within income tax expense rather than SG&A. Duplicate facility costs have been excluded to provide investors a clearer view of ongoing operational performance by removing temporary expenses that do not reflect the Company’s ongoing operations. Acquisition costs, certain professional service costs related to convertible notes, and fair value adjustments to contingent consideration have been excluded by management, as they are not related to the core operating activities of the Company and can vary significantly from period to period. Excluding this data provides investors with a basis to compare Cohu’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

 

(a)

(12.7)%, (7.7)% and (23.0)% of net sales, respectively.

 

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

 

(c)

To eliminate the amortization of acquired intangible assets.

 

(d)

To eliminate restructuring costs incurred.

 

(e)

To eliminate the manufacturing transition and severance costs.

 

(f)

To eliminate the impacts of the Company’s investment in Fraes‑und Technologiezentrum GmbH Frasdorf, including the 2024 impairment charge and the subsequent gain recognized upon its sale in 2025.

 

(g)

To eliminate the impact of the change in an uncertain tax position liability and related indemnification receivable.

 

(h)

To eliminate duplicative facility-related expenses incurred during the build-out of certain new Cohu locations.

 

(i)

To eliminate certain professional service fees and other direct incremental expenses incurred in connection with acquisitions and the issuance of convertible notes.

 

(j)

0.0%, 6.1% and (6.3)% of net sales, respectively.

 

(k)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(l)

To eliminate the pension curtailment adjustment recognized associated with headcount reductions made as part of the 2025 Strategic Restructuring plan.

 

(m)

All periods presented were calculated using the number of GAAP diluted shares outstanding.

 

 

 

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

 

   

Twelve Months Ended

 
   

December 27,

   

December 28,

 
   

2025

   

2024

 

Loss from operations - GAAP basis (a)

  $ (69,769 )   $ (71,668 )

Non-GAAP adjustments:

               

Share-based compensation included in (b):

               

Cost of sales (COS)

    1,396       1,049  

Research and development (R&D)

    5,456       3,566  

Selling, general and administrative (SG&A)

    16,190       16,125  
      23,042       20,740  

Amortization of purchased intangible assets (c)

    37,466       39,087  

Restructuring charges related to inventory adjustments in COS (d)

    745       (465 )

Restructuring charges (d)

    10,143       41  

Manufacturing transition and severance costs included in (e):

               

COS

    334       11  

R&D

    -       142  

SG&A

    185       3,334  
      519       3,487  
                 

Impairment charge included in SG&A (f)

    (449 )     903  

Adjustments to indemnification receivable included in SG&A (g)

    (123 )     506  

Duplicate facility costs included in SG&A (h)

    1,799       -  

Acquisition and financing costs included in SG&A (i)

    457       582  

Depreciation of PP&E step-up included in SG&A (j)

    -       36  

Adjustment to contingent consideration included in SG&A (k)

    (1,700 )     -  

Income (loss) from operations - non-GAAP basis (l)

  $ 2,130     $ (6,751 )
                 

Net loss - GAAP basis

  $ (74,273 )   $ (69,818 )

Non-GAAP adjustments (as scheduled above)

    71,899       64,917  

Tax effect of non-GAAP adjustments (m)

    (5,553 )     (5,954 )

Pension curtailment adjustment (n)

    (2,159 )     -  

Net loss - non-GAAP basis

  $ (10,086 )   $ (10,855 )
                 

GAAP net loss per share - diluted

  $ (1.59 )   $ (1.49 )
                 

Non-GAAP loss per share - diluted (o)

  $ (0.22 )   $ (0.23 )

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre- and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring and manufacturing transition activities including employee headcount reductions and other organizational changes to align our business strategies and improve our cost structure. Restructuring and manufacturing transition costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu’s business operations. Impairment charges have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Impairment charges have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Management believes the change in an uncertain tax position liability and related indemnification receivable is better reflected within income tax expense rather than SG&A. PP&E step-up costs have been excluded by management as they are unrelated to the core operating activities of the Company. Duplicate facility costs have been excluded to provide investors a clearer view of ongoing operational performance by removing temporary expenses that do not reflect the Company’s ongoing operations. Acquisition costs, certain professional service costs related to convertible notes, and fair value adjustments to contingent consideration have been excluded by management as they are not indicative of core operating performance. Excluding this data provides investors with a basis to compare Cohu’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

 

(a)

(15.4)% and (17.8)% of net sales, respectively.

 

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

 

(c)

To eliminate the amortization of acquired intangible assets.

 

(d)

To eliminate restructuring costs incurred.

 

(e)

To eliminate the manufacturing transition and severance costs.

 

(f)

To eliminate the impacts of the Company’s investment in Fraes‑und Technologiezentrum GmbH Frasdorf, including the 2024 impairment charge and the subsequent gain recognized upon its sale in 2025.

 

(g)

To eliminate the impact of the change in an uncertain tax position liability and related indemnification receivable.

 

(h)

To eliminate duplicative facility-related expenses incurred during the build-out of certain new Cohu locations.

 

(i)

To eliminate certain professional service fees and other direct incremental expenses incurred in connection with acquisitions and the issuance of convertible notes.

 

(j)

To eliminate the property, plant & equipment step-up depreciation accelerated related to acquisitions.

 

(k)

To eliminate fair value adjustment to contingent consideration related to the acquisition of Tignis.

 

(l)

0.5% and (1.7)% of net sales, respectively.

 

(m)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(n)

To eliminate the pension curtailment adjustments recognized associated with headcount reductions made as part of the 2025 Strategic Restructuring plan.

 

(o)

All periods presented were calculated using the number of GAAP diluted shares outstanding.

 

 

 

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands)

 

   

Three Months Ended

 
   

December 27,

   

September 27,

   

December 28,

 
   

2025

   

2025

   

2024

 
                         

Gross Profit Reconciliation

                       

Gross profit - GAAP basis (excluding amortization) (1)

  $ 48,929     $ 55,264     $ 39,466  

Non-GAAP adjustments to cost of sales (as scheduled above)

    903       394       (130 )

Gross profit - Non-GAAP basis

  $ 49,832     $ 55,658     $ 39,336  
                         

As a percentage of net sales:

                       

GAAP gross profit

    40.0 %     43.8 %     41.9 %

Non-GAAP gross profit

    40.8 %     44.1 %     41.8 %
                         

Adjusted EBITDA Reconciliation

                       

Net income - GAAP Basis

  $ (22,488 )   $ (4,101 )   $ (21,358 )

Income tax provision

    8,693       (3,714 )     2,055  

Interest expense

    1,620       110       99  

Interest income

    (3,706 )     (1,335 )     (2,325 )

Amortization of purchased intangible assets

    7,284       10,249       9,753  

Depreciation

    3,266       3,344       3,196  

Amortization of cloud-based software implementation costs (2)

    709       709       709  

Pension curtailment (gain) loss

    158       (787 )     -  

Other non-GAAP adjustments (as scheduled above)

    8,264       7,177       5,906  

Adjusted EBITDA

  $ 3,800     $ 11,652     $ (1,965 )
                         

As a percentage of net sales:

                       

Net income - GAAP Basis

    (18.4 )%     (3.2 )%     (22.7 )%

Adjusted EBITDA

    3.1 %     9.2 %     (2.1 )%
                         

Operating Expense Reconciliation

                       

Operating Expense - GAAP basis

  $ 64,420     $ 64,980     $ 61,093  

Non-GAAP adjustments to operating expenses (as scheduled above)

    (14,645 )     (17,032 )     (15,789 )

Operating Expenses - Non-GAAP basis

  $ 49,775     $ 47,948     $ 45,304  

(1)

Excludes amortization of purchased intangibles of $4,916, $7,873 and $7,483 for the three months ending December 27, 2025, September 27, 2025, and December 28, 2024, respectively.

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.

 

   

Twelve Months Ended

 
   

December 27,

   

December 28,

 
   

2025

   

2024

 

Gross Profit Reconciliation

               

Gross profit - GAAP basis (excluding amortization) (1)

  $ 193,619     $ 180,294  

Non-GAAP adjustments to cost of sales (as scheduled above)

    2,475       595  

Gross profit - Non-GAAP basis

  $ 196,094     $ 180,889  
                 

As a percentage of net sales:

               

GAAP gross profit

    42.7 %     44.9 %

Non-GAAP gross profit

    43.3 %     45.0 %
                 

Adjusted EBITDA Reconciliation

               

Net loss - GAAP Basis

  $ (74,273 )   $ (69,818 )

Income tax provision

    11,866       4,872  

Interest expense

    2,054       618  

Interest income

    (8,040 )     (9,976 )

Amortization of purchased intangible assets

    37,466       39,087  

Depreciation

    13,219       13,400  

Amortization of cloud-based software implementation costs (2)

    2,836       2,836  

Pension curtailment gain

    (2,159 )     -  

Loss on extinguishment of debt

    -       241  

Other non-GAAP adjustments (as scheduled above)

    34,433       25,794  

Adjusted EBITDA

  $ 17,402     $ 7,054  
                 

As a percentage of net sales:

               

Net loss - GAAP Basis

    (16.4 )%     (17.4 )%

Adjusted EBITDA

    3.8 %     1.8 %
                 

Operating Expense Reconciliation

               

Operating Expense - GAAP basis

  $ 263,388     $ 251,962  

Non-GAAP adjustments to operating expenses (as scheduled above)

    (69,424 )     (64,322 )

Operating Expenses - Non-GAAP basis

  $ 193,964     $ 187,640  

(1)

Excludes amortization of purchased intangibles of $28,087 and $30,009 for the twelve months ending December 27, 2025, and December 28, 2024, respectively.

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.

 

 

FAQ

How did Cohu (COHU) perform financially in fourth quarter 2025?

Cohu reported fourth quarter 2025 net sales of $122.2 million and a GAAP net loss of $22.5 million, or $0.48 per share. A year earlier, sales were $94.1 million with a $21.4 million loss, showing higher revenue but continued unprofitability.

What were Cohu (COHU) full year 2025 revenue and earnings?

For full year 2025, Cohu generated $453.0 million in net sales and a GAAP net loss of $74.3 million, or $1.59 per share. In 2024, it recorded $401.8 million of net sales and a $69.8 million loss, reflecting revenue growth but ongoing losses.

What are Cohu (COHU) non-GAAP results and Adjusted EBITDA for 2025?

Cohu reported full year 2025 non‑GAAP net loss of $10.1 million, or $0.22 per share, after excluding items like share‑based compensation and amortization. Adjusted EBITDA improved to $17.4 million in 2025 from $7.1 million in 2024, indicating stronger underlying operating performance.

How strong is Cohu (COHU) cash position and what debt did it issue?

At the end of fourth quarter 2025, Cohu held $484.0 million in total cash and investments. On September 29, 2025, it issued $287.5 million of 1.50% Convertible Senior Notes due 2031, generating approximately $246.7 million in net proceeds after related costs and capped‑call transactions.

What guidance did Cohu (COHU) give for first quarter 2026 sales?

Cohu expects first quarter 2026 sales to be about $122 million, plus or minus $7 million. This range brackets the fourth quarter 2025 revenue level and reflects management’s view of near‑term market demand conditions for its semiconductor test and related products.

How are Cohu (COHU) recurring revenues and utilization trending?

Management stated that fourth quarter 2025 recurring revenue increased 25% year over year, supported by services, interface solutions, and handler‑related spares. Estimated test cell utilization reached 76% in December 2025, suggesting improving use of installed systems and healthier demand fundamentals across served markets.

What risks and non-GAAP adjustments does Cohu (COHU) highlight?

Cohu adjusts GAAP results for items such as share-based compensation, amortization of purchased intangibles, restructuring, transition costs, and certain financing-related charges. It also lists risks including industry cyclicality, technology change, supply chain issues, indebtedness, dilution from equity issuances or note conversions, and cybersecurity threats.

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Semiconductor Equipment & Materials
Instruments for Meas & Testing of Electricity & Elec Signals
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