[8-K] COHU INC Reports Material Event

Rhea-AI Filing Summary

Cohu, Inc. announced on September 23, 2025 its intention to offer $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031 in a private Rule 144A offering, with an initial purchaser option to buy up to an additional $30,000,000 of notes through October 3, 2025. The company also expects to enter into privately negotiated capped call transactions to cover the shares underlying the notes, intended to reduce potential dilution upon conversion or offset certain cash payments, subject to a cap.

The filing notes that option counterparties may enter hedging and secondary-market transactions in Cohu common stock or derivatives around the pricing and thereafter, which could affect the market price of the stock or the notes and could influence conversion outcomes. The document contains forward-looking statements about timing, pricing, completion and effects of the offering and capped calls and references Cohu's SEC filings for further risk disclosures.

Positive

• $200,000,000 intended capital raise provides significant potential liquidity for the company
• Use of capped call transactions is expected to limit dilution to common shareholders upon conversion

Negative

• Option counterparties' hedging and secondary-market trading could move Cohu's stock or notes price, affecting conversion outcomes
• Filing contains forward-looking statements regarding timing, pricing and completion; final terms and use of proceeds are not provided in this document

Insights

Debt Capital Markets Analyst

TL;DR: Cohu is pursuing $200M of convertible debt with capped calls to manage dilution; this provides financing flexibility but introduces market hedging dynamics.

The planned $200 million offering, plus a $30 million overallotment option, represents a meaningful capital-raising event that can provide liquidity and balance-sheet flexibility without an immediate equity issuance. The concurrent capped call structure is standard to mitigate conversion dilution and to limit company exposure above the cap. The filing explicitly warns that hedging activity by option counterparties may move the stock or note prices around pricing and during future conversion observation periods; such trading can affect conversion economics for noteholders. The disclosure is appropriately detailed for a private Rule 144A convertible issuance.

Corporate Governance Expert

TL;DR: Disclosure is routine and transparent on mechanics and risks, with clear forward-looking cautionary language.

The 8-K describes the offering mechanics, capped call transactions, and potential market impacts from hedging activity, and cites existing SEC filings for additional risk factors. The company explicitly frames statements about timing, pricing and completion as forward-looking and points investors to prior filings, which is consistent with disclosure standards. The filing does not state use of proceeds or final terms, which is typical at this stage but limits governance insight until definitive documents are filed.

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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): September 23, 2025

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.)
12367 Crosthwaite Circle, Poway, California				92064
(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.)

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))

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

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 8.01 Other Events.

Private Offering of Convertible Senior Notes

On September 23, 2025, Cohu, Inc. (“Cohu” or the “Company”) issued a press release announcing that it intends to offer, subject to market and other conditions, $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Cohu also expects to grant to the initial purchasers of the Notes an option to purchase up to an additional $30,000,000 aggregate principal amount of the Notes, for settlement by (and including) October 3, 2025.

Capped Call Transactions

In connection with the offering, Cohu expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Cohu’s common stock initially underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to Cohu’s common stock upon any conversion of the Notes and/or offset any potential cash payments Cohu is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Cohu expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Cohu expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Cohu’s common stock and/or purchase shares of Cohu’s common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Cohu’s common stock or the Notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Cohu’s common stock and/or purchasing or selling Cohu’s common stock or other securities of Cohu in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the observation period related to a conversion of the Notes, in connection with any fundamental change repurchase or redemption of the Notes and, to the extent Cohu unwinds a corresponding portion of the capped call transactions, following any other repurchase of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Cohu’s common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.

Forward-Looking Statements:

Certain statements contained in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate,” “feeling” or other similar expressions and include all statements with regard to the pricing, completion, timing and size of the proposed offering, the intended use of proceeds, the completion of the capped call transactions on the anticipated terms or at all, the terms of the Notes being offered, and the anticipated effects of entering into the capped call transactions. 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.

These and other risks and uncertainties are discussed more fully in Cohu’s filings with the Securities and Exchange Commission (the “SEC”), including Cohu’s 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.

Exhibit	Description
99.1	Press Release of Cohu, Inc., dated September 23, 2025
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.
September 23, 2025	By:	/s/ Jeffrey D. Jones
		Name: Jeffrey D. Jones
		Title: Senior VP Finance and Chief Financial Officer

FAQ

What amount of convertible notes is Cohu (COHU) proposing to offer?

Cohu intends to offer $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031, with an option for initial purchasers to buy up to an additional $30,000,000.

When can the initial purchasers exercise the option to buy additional notes?

Cohu expects the initial purchasers' option to purchase up to an additional $30,000,000 of notes to be exercisable for settlement by and including October 3, 2025.

What are the capped call transactions described by Cohu?

Capped call transactions are privately negotiated options expected to cover the number of shares underlying the notes to reduce potential dilution upon conversion and/or offset certain cash payments, subject to a cap.

Could the capped call hedging activity affect COHU's stock price?

Yes. The filing states that option counterparties or their affiliates may enter derivative transactions and buy or sell Cohu common stock around pricing and thereafter, which could increase or decrease the market price of the stock or notes.

Where can investors find more information on risks related to this offering?

The filing refers investors to Cohu's filings with the SEC, including its most recent periodic reports and other filings available at www.sec.gov for more detailed risk disclosures.