Cohu (COHU) CEO RSU vesting triggers 8,851-share tax withholding

Rhea-AI Filing Summary

Cohu, Inc. President & CEO Luis A. Muller reported a routine tax-related share withholding. On vesting of Restricted Stock Units, 8,851 shares of common stock were automatically withheld to cover tax obligations in a transaction exempt under Rule 16(b)-3.

After this disposition, Muller directly holds 1,052,050 Cohu shares, which includes 598,819 unvested RSUs that may convert one-for-one into common stock upon future vesting, subject to continued service and 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^*

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)
03/12/2026

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
Restricted Stock Units	03/12/2026		F		8,851(1)	D	$0	1,052,050(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 598,819 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
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FAQ

What insider transaction did Cohu (COHU) report for CEO Luis A. Muller?

Cohu reported that President & CEO Luis A. Muller had 8,851 shares automatically withheld upon RSU vesting to cover tax obligations. This is a non-market, administrative disposition classified under code F, not an open-market share sale.

How many Cohu shares does CEO Luis A. Muller hold after this Form 4 transaction?

Following the tax-withholding disposition, Luis A. Muller directly holds 1,052,050 Cohu shares. This total includes both issued shares and 598,819 Restricted Stock Units that may convert into common stock upon future vesting and performance goal achievement.

What does the 8,851-share tax withholding mean for Cohu (COHU) investors?

The 8,851-share withholding reflects shares automatically withheld to pay taxes on RSU vesting, not a discretionary share sale. It is a common administrative event when equity awards vest and does not, by itself, signal a change in the CEO’s market view.

How many Restricted Stock Units does the Cohu CEO have outstanding?

Luis A. Muller’s reported holdings include 598,819 Restricted Stock Units. Each RSU is expected to convert into one Cohu common share upon vesting, assuming continued service and achievement of specified performance goals over the applicable vesting periods.

Was the Cohu CEO’s tax-withholding transaction exempt under securities rules?

Yes. The filing notes that the 8,851 shares were automatically withheld upon RSU vesting to cover tax obligations in a transaction exempt under Rule 16(b)-3, which governs certain insider transactions involving equity compensation awards.

Does this Cohu Form 4 show any open-market buying or selling by the CEO?

No. The reported Form 4 only shows a code F transaction, where 8,851 shares were withheld to satisfy tax obligations on RSU vesting. The filing does not report any open-market purchases or sales by the CEO on that date.