Cohu (COHU) Sr VP granted RSUs and PSUs, shares withheld for taxes

Rhea-AI Filing Summary

Cohu, Inc. senior executive equity awards and tax withholding

Cohu’s Sr VP & Chief Customer Officer, Christopher Bohrson, reported routine equity compensation changes. On March 10, he received 17,979 Performance Stock Units and 17,979 Restricted Stock Units, each representing a contingent right to one share of Cohu common stock upon vesting.

The performance units vest based on total shareholder return measured on the third anniversary of grant, with actual vesting between 0% and 200% of the 17,979 target units if performance goals are met and service continues. The RSUs vest in four equal annual installments, also subject to continued service. On March 11, 4,088 common shares were automatically withheld upon RSU vesting to cover tax obligations, a disposition classified as exempt under Rule 16(b)-3. After these transactions, Bohrson directly holds 199,107 shares of common stock, including previously reported RSUs that will settle into shares as they vest.

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)
03/10/2026

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
Performance Stock Units	03/10/2026		A		17,979(1)	A	$0	185,216	D
Restricted Stock Units	03/10/2026		A		17,979(2)	A	$0	203,195	D
Common Stock	03/11/2026		F		4,088(3)	D	$0	199,107(4)	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 Performance Stock Units (also referred to as RSUs) that will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock upon vesting. These performance stock units will be earned only after the certification of achievement of specified performance goals (total shareholder return). Provided such goals are achieved and subject to continued service through the vesting date, performance is scheduled and measured in full on the third anniversary of the date of grant. The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 200% of the target amount, depending on achievement of specified performance goals.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSUs vest in four equal annual installments beginning with the anniversary of the date of grant (assuming continued service through the vesting dates).

3. 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.

4. Number of shares includes 135,861 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	03/12/2026
	** 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).
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FAQ

What insider transactions did COHU Sr VP Christopher Bohrson report?

Christopher Bohrson reported equity compensation changes, including grants of Performance Stock Units and Restricted Stock Units, plus automatic share withholding for taxes on vested RSUs. These transactions are non-cash awards and tax settlements rather than open-market share purchases or sales.

How many Performance Stock Units did COHU grant to Christopher Bohrson?

Cohu granted Christopher Bohrson 17,979 Performance Stock Units, each convertible into one share of common stock upon vesting. Vesting depends on total shareholder return over three years, with 0% to 200% of the target potentially earned if performance goals and service conditions are satisfied.

What are the vesting terms for COHU Restricted Stock Units reported in this Form 4?

The filing shows 17,979 Restricted Stock Units granted to Christopher Bohrson. Each unit represents one share of common stock and vests in four equal annual installments, beginning on the first anniversary of the grant date, assuming he remains in service through each vesting date.

Why were 4,088 COHU common shares disposed of in this Form 4?

The 4,088 COHU common shares were automatically withheld when certain RSUs vested to cover tax obligations. This is reported as a tax-withholding disposition under transaction code F and is exempt under Rule 16(b)-3, not an open-market sale for investment purposes.

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

After the reported transactions, Christopher Bohrson directly holds 199,107 shares of COHU common stock. This figure includes previously reported RSUs that will convert into shares on future vesting dates, assuming required performance goals and continued service are met.

How is performance measured for COHU’s Performance Stock Units granted here?

The Performance Stock Units use total shareholder return as the performance measure. Performance is evaluated in full on the third anniversary of the grant date, and the actual shares earned can range from 0% to 200% of the 17,979 target amount, depending on goal achievement.