Cohu (COHU) executive has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Cohu, Inc. senior vice president and Chief Customer Officer Christopher Bohrson reported an automatic tax-withholding transaction involving company stock. On this date, 2,273 shares of common stock were withheld at no stated price to cover tax obligations arising from the vesting of restricted stock units, in a transaction exempt under Rule 16(b)-3.

After this withholding, Bohrson directly held 196,834 shares of Cohu common stock. This total includes 131,741 restricted stock units that are scheduled to convert into common shares on a one-for-one basis upon future vesting dates, assuming continued service and achievement of specified performance goals.

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^*

BOHRSON CHRISTOPHER

(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 Customer Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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
Common Stock	03/12/2026		F(1)		2,273	D	$0	196,834(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. 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.

2. Number of shares includes 131,741 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	03/13/2026
	** 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 transaction did Cohu (COHU) report for Christopher Bohrson?

Cohu reported that senior vice president and Chief Customer Officer Christopher Bohrson had 2,273 shares of common stock automatically withheld. These shares covered tax obligations triggered by vesting restricted stock units, and the transaction was classified as exempt under Rule 16(b)-3.

Was the Cohu (COHU) insider transaction an open-market sale?

The transaction was not an open-market sale. Shares were automatically withheld to satisfy tax obligations on vesting restricted stock units, with no sale price reported. This type of tax-withholding disposition is mechanical and does not reflect an active decision to sell shares in the market.

How many Cohu (COHU) shares does Christopher Bohrson hold after the transaction?

Following the tax-withholding transaction, Christopher Bohrson directly holds 196,834 shares of Cohu common stock. This figure includes 131,741 restricted stock units that may convert one-for-one into common shares upon future vesting, subject to continued service and performance conditions.

What do the 131,741 restricted stock units mean for Cohu (COHU) insider ownership?

The 131,741 restricted stock units represent potential future Cohu shares for Christopher Bohrson. They will convert into common stock on a one-for-one basis as they vest, assuming he remains in service and specified performance goals are met at the respective vesting dates.

Why were Cohu (COHU) shares withheld in this Form 4 transaction?

Shares were withheld to cover tax obligations created when restricted stock units vested for Christopher Bohrson. Instead of paying cash taxes, 2,273 shares of Cohu common stock were automatically retained, reducing the number of shares delivered while satisfying required tax payments.