Cohu (COHU) CFO receives RSU and PSU grants as 5,576 shares withheld for taxes

Rhea-AI Filing Summary

Cohu, Inc. Senior VP Finance & CFO Jeffrey D. Jones reported equity compensation awards and related tax withholding. He received grants of 26,969 Performance Stock Units and 26,969 Restricted Stock Units, each representing a contingent right to receive one share of common stock upon future vesting and, for the performance units, achievement of total shareholder return goals.

Separately, 5,576 shares of common stock were automatically withheld upon vesting of Restricted Stock Units to cover tax obligations, a non-market transaction. After these events, Jones directly holds 386,021 shares of Cohu common stock, including previously reported RSUs that may convert into shares upon future vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jones Jeffrey D

(Last) (First) (Middle)

17087 VIA DEL CAMPO

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COHU INC [ COHU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Performance Stock Units	03/10/2026		A		26,969(1)	A	$0	364,628	D
Restricted Stock Units	03/10/2026		A		26,969(2)	A	$0	391,597	D
Common Stock	03/11/2026		F		5,576(3)	D	$0	386,021(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Performance Stock Units (also referred to as RSUs) that will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock upon vesting. These performance stock units will be earned only after the certification of achievement of specified performance goals (total shareholder return). Provided such goals are achieved and subject to continued service through the vesting date, performance is scheduled and measured in full on the third anniversary of the date of grant. The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSUs vest in four equal annual installments beginning with the anniversary of the date of grant (assuming continued service through the vesting dates).

3. Represents shares that were automatically withheld upon vesting of Restricted Stock Units (RSUs) to cover tax obligations in a transaction exempt under Rule 16(b)-3.

4. Number of shares includes 188,486 RSUs (excluding the impact of shares that will be withheld to cover tax obligations) previously reported that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock immediately upon the vesting dates (assuming continued service through the vesting dates and achievement of specified performance goals).

	/s/ Luis A. Muller, by Power of Attorney	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Cohu (COHU) CFO Jeffrey D. Jones report?

Jeffrey D. Jones reported equity compensation activity, including grants of Performance Stock Units and Restricted Stock Units plus automatic share withholding for taxes. These events reflect compensation and tax mechanics, not open-market buying or selling, and leave him with a substantial direct holding of Cohu common stock.

How many Performance Stock Units did the Cohu (COHU) CFO receive?

The CFO received 26,969 Performance Stock Units, each potentially converting into one Cohu common share. Vesting depends on certification of total shareholder return performance over three years, with actual vesting anywhere from 0% to 200% of the target award, assuming continued service through the vesting date.

What are the terms of the Restricted Stock Units granted at Cohu (COHU)?

The CFO was granted 26,969 Restricted Stock Units, each representing a contingent right to one Cohu common share. These RSUs vest in four equal annual installments beginning on the anniversary of the grant date, subject to continued service through each vesting date, according to the disclosure.

Why were 5,576 Cohu (COHU) shares withheld from the CFO’s holdings?

Cohu automatically withheld 5,576 shares of common stock upon RSU vesting to cover the CFO’s tax obligations. This withholding is described as a transaction exempt under Rule 16(b)-3 and is not an open-market sale, functioning instead as a tax payment mechanism in shares.

How many Cohu (COHU) shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 386,021 shares of Cohu common stock. This figure includes previously reported RSUs that may convert into common shares upon future vesting and performance achievement, excluding any additional shares that will later be withheld to cover tax obligations.

How do Cohu (COHU) Performance Stock Units determine actual shares vesting?

Performance Stock Units are earned based on total shareholder return performance measured on the third anniversary of grant. The filing states the 26,969-unit figure is the target award, and the actual shares that may vest can range from 0% to 200% of that target amount.