[Form 4] COHU INC Insider Trading Activity

Rhea-AI Filing Summary

Andrew M. Caggia, a director of Cohu, Inc. (COHU), received equity awards reported on Form 4 dated 09/26/2025. The filing shows an acquisition (Code A) of 833 restricted stock units at no cash price and reports 74,841 shares beneficially owned following the transaction. The explanatory notes state the grant includes phantom stock in the form of Deferred Stock Units (DSUs) issued for director fees, each DSU equaling one share and settled in common stock upon termination of service or at specified future dates. The filing also discloses the composition of holdings includes 10,257 RSUs and 49,188 DSUs, with RSUs representing contingent rights to one share upon vesting.

Positive

• Director compensation paid in equity (DSUs/RSUs) may align director interests with long-term shareholder value
• Clear disclosure of units and the total beneficial ownership (74,841 shares) meets Section 16 reporting requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation was paid in equity (DSUs/RSUs), increasing reported beneficial ownership to 74,841 shares.

The Form 4 documents a standard director compensation mechanism where fees are paid via equity-based instruments: Deferred Stock Units and Restricted Stock Units. DSUs are payable in common stock upon departure or at set dates, aligning payout timing with tenure. The reported acquisition of 833 units and total reported beneficial ownership of 74,841 shares are administrative disclosures required under Section 16. No details in the filing indicate accelerated vesting, option exercise, cash payment, or changes to governance arrangements.

Securities/Insider Transactions Analyst

TL;DR: Insiders reported a non‑cash equity grant for director compensation; disclosure appears routine and procedural.

The transaction is coded as an acquisition (Code A) with zero cash price, consistent with grants of DSUs/RSUs. The explanatory notes quantify holdings: 10,257 RSUs and 49,188 DSUs are included in the reported total. This Form 4 fulfills reporting obligations for changes in beneficial ownership; it does not indicate sales, pledges, or derivative exercises. From an insider-transaction monitoring perspective, the filing signals no unusual trading activity beyond scheduled compensation issuance.

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).

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)
09/26/2025

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	09/26/2025		A		833(1)	A	$0	74,841(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 49,188 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	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did COHU director Andrew M. Caggia acquire on 09/26/2025?

He acquired 833 restricted stock units reported as a non-cash transaction (Code A).

How many shares does Andrew M. Caggia beneficially own after the reported transaction?

He beneficially owns 74,841 shares following the reported transaction.

What types of equity awards are disclosed on the Form 4 for COHU?

Deferred Stock Units (DSUs) and Restricted Stock Units (RSUs) are disclosed.

How and when will the DSUs be settled according to the filing?

DSUs will be settled in common stock upon the director's termination of service or at certain specified future dates.

Does the Form 4 show any cash price paid for the units?

No cash price is shown; the transaction is reported with a $0 price.