Cohu (NASDAQ: COHU) exec receives RSU, PSU grants; tax shares withheld

Rhea-AI Filing Summary

Cohu, Inc. senior vice president and chief product officer Klaus Ilgenfritz reported equity compensation changes. On March 10, 2026, he received grants of 13,076 Performance Stock Units and 13,076 Restricted Stock Units at no purchase price. The performance units convert one-for-one into common shares only if total shareholder return goals are certified on the third anniversary, with potential vesting from 0% to 200% of the target amount. The time-based RSUs vest in four equal annual installments, assuming continued service.

On March 11, 2026, 2,225 common shares were automatically withheld upon RSU vesting to cover tax obligations, a disposition coded as tax withholding rather than an open-market sale. After these transactions, Ilgenfritz directly holds 101,312 common shares, which the footnotes state include 84,896 RSUs that will settle into common stock upon future vesting, subject to service and performance conditions.

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^*

Ilgenfritz Klaus

(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 & Chief Product Officer

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		13,076(1)	A	$0	90,461	D
Restricted Stock Units	03/10/2026		A		13,076(2)	A	$0	103,537	D
Common Stock Units	03/11/2026		F		2,225(3)	D	$0	101,312(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 84,896 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 insider transactions did COHU Sr. VP Klaus Ilgenfritz report?

Klaus Ilgenfritz reported equity compensation changes, including grants of 13,076 Performance Stock Units and 13,076 Restricted Stock Units, plus 2,225 common shares automatically withheld to cover tax obligations upon RSU vesting, with no open-market share purchases or sales disclosed.

How do the new Performance Stock Units for COHU’s Ilgenfritz work?

The 13,076 Performance Stock Units convert one-for-one into Cohu common shares only if specified total shareholder return goals are certified on the third anniversary, with actual vesting ranging from 0% to 200% of the target amount, assuming continued service through the vesting date.

What are the vesting terms of the Restricted Stock Units granted to COHU’s Ilgenfritz?

Each Restricted Stock Unit represents a contingent right to one Cohu common share. These RSUs vest in four equal annual installments starting on the first anniversary of the grant date, provided Ilgenfritz remains in service through each applicable vesting date.

Why were 2,225 COHU shares disposed of in Ilgenfritz’s Form 4?

The 2,225 Cohu shares were automatically withheld upon vesting of Restricted Stock Units to satisfy tax obligations. This is reported as a tax-withholding disposition under Rule 16b-3 and does not represent an open-market sale initiated for investment or trading purposes.

How many COHU shares does Klaus Ilgenfritz hold after these transactions?

Following the reported transactions, Ilgenfritz directly holds 101,312 Cohu common shares. Footnotes explain this total includes 84,896 unvested RSUs that will convert into common stock upon future vesting, assuming continued service and, where applicable, achievement of performance goals.

Are Ilgenfritz’s new COHU awards time-based or performance-based?

He received both types. The 13,076 Restricted Stock Units are time-based, vesting in four annual installments. The 13,076 Performance Stock Units are performance-based, earned only if total shareholder return goals are met, with possible vesting from 0% to 200% of the target award.