[Form 4] Cohu Inc Insider Trading Activity

Rhea-AI Filing Summary

Cohu, Inc. (COHU) – Form 4 insider transaction

On 27 June 2025, director Andrew M. Caggia reported the receipt of 947 Deferred Stock Units (DSUs), recorded as "Restricted Stock Units" in Table I. The award was made at $0 cost as part of routine director fee compensation. Each DSU represents the right to receive one share of Cohu common stock once the director leaves the board or at pre-specified future dates.

Following the grant, Caggia’s aggregate beneficial ownership increased to 74,008 shares, comprising 48,355 DSUs and 10,257 Restricted Stock Units (RSUs) plus previously held stock. Ownership is reported as direct.

No sales or dispositions were reported, and Table II shows no activity in options or other derivative securities. The filing does not reference any 10b5-1 plan, indicating the award was a standard equity compensation grant rather than an automatically executed trade.

While the additional 947 units are modest relative to Cohu’s ~48 million share count, continued accumulation by an independent director can be viewed by investors as a signal of board alignment with shareholder interests. However, the transaction is largely administrative and unlikely to have a material impact on valuation or liquidity.

Positive

• Director equity increase: Andrew M. Caggia added 947 DSUs, modestly raising alignment with shareholders.
• Continued insider ownership: Total beneficial holdings now 74,008 shares, indicating ongoing commitment to the company.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director DSU grant; immaterial size, neutral market impact.

The Form 4 documents a standard quarterly equity retainer: 947 DSUs to Director Andrew M. Caggia at $0. Post-grant ownership rises to 74,008 shares (≈0.15% of insider holdings, well below 0.2% of basic shares outstanding). There are no sales, option exercises, or 10b5-1 transactions, so the filing signals neither bullish nor bearish bias—just ongoing board compensation. From a governance view, equity-based pay keeps directors aligned, but the sub-1,000-share increment is far too small to move sentiment or valuation. I classify the disclosure as neutral and not impactful for investors tracking insider sentiment.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CAGGIA ANDREW M

(Last) (First) (Middle)

12367 CROSTHWAITE CIRCLE

(Street)

POWAY CA 92064

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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
Restricted Stock Units	06/27/2025		A		947(1)	A	$0	74,008(2)	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. Grant of Phantom Stock in the form of Deferred Stock Units (DSUs) for payment of Director Fees. Each DSU is equal to one share of Cohu, Inc. Common Stock and will be settled through the issuance of common stock (i) upon the reporting person's termination of service as a director or (ii) at certain specified future dates.

2. Number of shares includes 10,257 Restricted Stock Units (RSUs) and 48,355 Deferred Stock Units (DSUs). Each RSU represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting (assuming continued service to the Board). Each DSU is equal to one share of Cohu, Inc. Common Stock and will be settled through the issuance of common stock upon (i) the reporting person's termination of service as a director or (ii) at certain specified future dates.

	/s/ Jeffrey D. Jones, by Power of Attorney	06/27/2025
	** 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

How many Cohu (COHU) shares did Director Andrew M. Caggia acquire on 06/27/2025?

He received 947 Deferred Stock Units, each convertible into one common share.

What is Andrew M. Caggia’s total beneficial ownership after the Form 4 filing?

Caggia now beneficially owns 74,008 COHU shares, including RSUs and DSUs.

What type of securities were granted in this Form 4?

The filing reports Deferred Stock Units (DSUs), recorded as Restricted Stock Units in Table I.

Was the transaction part of a Rule 10b5-1 trading plan?

No box for Rule 10b5-1 was marked; the award appears to be routine board compensation.

Does the filing indicate any sales or option exercises by the director?

No—there were no dispositions or derivative exercises reported.