Cohu (NASDAQ: COHU) executive logs small share sale and PSU forfeiture

Rhea-AI Filing Summary

Cohu Inc. senior vice president and Chief Customer Officer Christopher Bohrson reported an open‑market sale of 1,000 shares of common stock at $28.57 per share on March 16, 2026. This transaction was executed under a Rule 10b5‑1(c) trading plan adopted on November 21, 2025.

On March 14, 2026, 3,131 shares were automatically withheld upon vesting of restricted stock units to cover tax obligations, which is a non‑market, tax‑related disposition. That same day, 16,501 performance stock units previously reported were forfeited because specified performance goals were not fully achieved.

Following these transactions, Bohrson directly holds 176,202 shares of Cohu common stock, which includes 109,565 restricted stock units that will convert into common shares upon future vesting and achievement of performance conditions.

Insights

Equity compensation and insider-trading analyst

Small planned sale; mainly routine tax and performance adjustments.

The filing shows a modest open‑market sale of 1,000 Cohu shares at $28.57 by senior executive Christopher Bohrson under a pre‑arranged Rule 10b5‑1(c) plan adopted on November 21, 2025. Such plans are typically used to systematize liquidity and reduce timing concerns.

Most of the share reduction stems from 3,131 shares withheld to cover taxes on RSU vesting and 16,501 performance stock units forfeited because performance goals were not fully achieved. These are mechanical features of equity compensation rather than discretionary trades.

After all movements, Bohrson still directly holds 176,202 common shares, including 109,565 RSUs that may convert into stock upon future vesting and performance. The 1,000‑share sale is small relative to this position, suggesting a routine transaction rather than a thesis‑changing shift.

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).

X

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)
03/14/2026

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		3,131(1)	D	$0	193,703	D
Performance Stock Units	03/14/2026		J		16,501(2)	D	$0	177,202	D
Common Stock	03/16/2026(3)		S		1,000	D	$28.57(4)	176,202(5)	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. Adoption date of referenced 10b5-1(c) plan is: 11/21/2025

4. The shares with respect to this transaction were sold at an exact execution price of $28.57.

5. Number of shares includes 109,565 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.
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FAQ

What insider transactions did Cohu (COHU) report for Christopher Bohrson?

Cohu reported that Christopher Bohrson sold 1,000 common shares at $28.57 on March 16, 2026. He also had 3,131 shares withheld for taxes and 16,501 performance stock units forfeited on March 14, 2026, reflecting compensation adjustments.

Was the March 2026 COHU insider sale by Christopher Bohrson pre-planned?

Yes. The filing states the transaction was executed under a Rule 10b5‑1(c) trading plan adopted on November 21, 2025. Such pre-arranged plans automate trades, limiting the informational value of the exact sale timing for investors.

How many COHU shares does Christopher Bohrson hold after these transactions?

After the reported transactions, Christopher Bohrson directly holds 176,202 Cohu common shares. This total includes 109,565 restricted stock units that are expected to convert one‑for‑one into common stock upon future vesting and achievement of specified performance goals.

What was the purpose of the 3,131 COHU shares disposed of on March 14, 2026?

The 3,131 shares disposed of on March 14, 2026 were automatically withheld to cover tax obligations upon vesting of restricted stock units. The filing describes this as a tax-withholding transaction, not an open‑market sale or discretionary trade.

Why were 16,501 COHU performance stock units removed from Christopher Bohrson’s holdings?

The filing explains that 16,501 performance stock units were forfeited because specified performance goals were not fully achieved. These units had been previously reported and were canceled according to their performance conditions, reducing his potential future share-based compensation.

How significant is Christopher Bohrson’s 1,000-share COHU sale compared with his position?

The open-market sale of 1,000 shares is small relative to his remaining 176,202-share direct position. Combined with the pre-planned Rule 10b5‑1 structure, it appears as a routine liquidity event rather than a large repositioning.