Cohu (NASDAQ: COHU) CEO granted RSUs and PSUs, reports tax share withholding

Rhea-AI Filing Summary

Cohu, Inc. President & CEO Luis A. Muller reported equity compensation grants and a tax-related share withholding. On March 10, 2026, he received 98,071 Performance Stock Units and 98,071 Restricted Stock Units, each representing a contingent right to one share of common stock upon vesting.

The performance units vest based on total shareholder return measured on the third anniversary of grant, with potential payout from 0% to 200% of the 98,071 target shares. The RSUs vest in four equal annual installments, assuming continued service. On March 11, 2026, 17,376 common shares were automatically withheld upon RSU vesting to cover tax obligations, a transaction exempt under Rule 16(b)-3 and not an open-market sale. After these transactions, Muller directly owned 1,060,901 shares of Cohu common stock, including 615,300 RSUs that will 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^*

Muller Luis A

(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)
	President & CEO

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		98,071(1)	A	$0	980,206	D
Restricted Stock Units	03/10/2026		A		98,071(2)	A	$0	1,078,277	D
Common Stock	03/11/2026		F		17,376(3)	D	$0	1,060,901(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 615,300 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/ Jeffrey D. Jones, 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 did Cohu (COHU) CEO Luis A. Muller report in this Form 4?

Luis A. Muller reported equity compensation activity: grants of 98,071 Performance Stock Units and 98,071 Restricted Stock Units, plus 17,376 common shares automatically withheld to cover tax obligations upon RSU vesting, with no open-market stock purchases or sales disclosed.

How many Cohu Performance Stock Units did the CEO receive and how do they vest?

He received 98,071 Performance Stock Units, each convertible into one Cohu common share. Vesting occurs on the third anniversary of grant, based on total shareholder return, with potential payout between 0% and 200% of the 98,071 target share amount.

What are the terms of the Cohu Restricted Stock Units granted to the CEO?

The CEO received 98,071 Restricted Stock Units, each representing a right to one Cohu common share. These RSUs vest in four equal annual installments, starting on the anniversary of the grant date, contingent on continued service through each vesting date.

Why were 17,376 Cohu shares withheld from the CEO in this filing?

17,376 common shares were automatically withheld when Restricted Stock Units vested, solely to cover tax obligations. This is recorded as a tax-withholding disposition under Rule 16(b)-3 and is not an open-market sale initiated by the CEO.

How many Cohu shares does the CEO hold after these transactions?

Following the reported transactions, Luis A. Muller directly holds 1,060,901 Cohu common shares. This total includes 615,300 RSUs that will convert into common shares immediately upon future vesting, assuming continued service and, where applicable, performance achievement.

Do the Cohu CEO’s Performance Stock Units have performance risk?

Yes. The Performance Stock Units vest only if specified total shareholder return goals are achieved over three years. Actual shares that may vest can range from 0% to 200% of the 98,071 target units, depending on that performance outcome.