Cohu (NASDAQ: COHU) executive RSU tax withholding and forfeiture

Rhea-AI Filing Summary

COHU INC Senior Vice President & Chief Product Officer Klaus Ilgenfritz reported routine equity compensation adjustments. On 2026-03-14, 1,098 shares of common stock were automatically withheld upon vesting of Restricted Stock Units to cover tax obligations, a non-market transaction exempt under Rule 16(b)-3. After this tax-withholding disposition, he directly held 99,216 common shares.

On the same date, 7,425 previously reported Performance Stock Units were forfeited because specified performance goals were not fully achieved. A footnote explains that his holdings include 72,712 RSUs that may each convert into one share of Cohu common stock upon future vesting dates, assuming continued service and achievement of 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

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).

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)
03/14/2026

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	03/14/2026		F		1,098(1)	D	$0	99,216	D
Performance Stock Units	03/14/2026		J		7,425(2)	D	$0	91,791(3)	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. Represents shares that were previously reported that have been forfeited as specified performance goals were not fully achieved.

3. Number of shares includes 72,712 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	03/17/2026
	** 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 insider transaction did COHU Sr. VP Klaus Ilgenfritz report?

He reported routine equity compensation events, including 1,098 COHU shares withheld to pay taxes on RSU vesting and the forfeiture of 7,425 Performance Stock Units after performance goals were not fully achieved, with no open-market share sales disclosed.

Did the COHU Form 4 show Klaus Ilgenfritz selling shares on the market?

No open-market sale was disclosed. The 1,098 COHU shares were automatically withheld to satisfy tax obligations tied to Restricted Stock Unit vesting, a non-market transaction exempt under Rule 16(b)-3, rather than a discretionary sale for investment purposes.

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

Following the reported tax-withholding disposition, Klaus Ilgenfritz directly holds 99,216 shares of COHU common stock. This figure reflects his position after 1,098 shares were automatically withheld in connection with the vesting of Restricted Stock Units on March 14, 2026.

What happened to the 7,425 COHU Performance Stock Units reported as a transaction?

The 7,425 Performance Stock Units were forfeited because specified performance goals were not fully achieved. These units had been previously reported and are now removed from his equity awards, representing an adjustment based on performance rather than a market trade.

What future COHU share conversions are possible from Klaus Ilgenfritz’s RSUs?

A footnote states his holdings include 72,712 Restricted Stock Units that may convert one-for-one into COHU common shares upon future vesting dates, assuming continued service and achievement of specified performance goals associated with those awards.

Is the COHU insider Form 4 primarily tax-related or investment-driven?

The Form 4 is primarily tax and performance related. Shares were withheld automatically to cover tax obligations from RSU vesting, and certain Performance Stock Units were forfeited due to unmet goals, with no discretionary purchase or sale transactions reported.