Cohu (COHU) executive’s 998-share tax withholding leaves over 100K held

Rhea-AI Filing Summary

Cohu Inc. senior vice president and chief product officer Klaus Ilgenfritz reported a routine tax-related share withholding. On vesting of restricted stock units, 998 shares of common stock were automatically withheld to cover tax obligations in a transaction exempt under Rule 16(b)-3, leaving him with 100,314 shares held directly, including 82,630 RSUs that may convert into common stock upon future vesting and performance conditions.

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^*

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)
03/12/2026

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
Common Stock	03/12/2026		F		998(1)	D	$0	100,314(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 82,630 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cohu (COHU) report for Klaus Ilgenfritz?

Cohu reported that executive Klaus Ilgenfritz had 998 shares of common stock automatically withheld. The withholding covered tax obligations triggered by the vesting of restricted stock units in a transaction exempt under Rule 16(b)-3, rather than an open-market sale.

Was the Cohu (COHU) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. 998 shares were automatically withheld upon vesting of restricted stock units solely to cover tax obligations in a Rule 16(b)-3 exempt transaction, meaning it reflects tax compliance rather than discretionary selling activity.

How many Cohu (COHU) shares does Klaus Ilgenfritz hold after this transaction?

After the tax-withholding disposition, Klaus Ilgenfritz holds 100,314 shares of Cohu common stock directly. This total includes both currently held shares and restricted stock units that are reported as part of his position in the filing.

What restricted stock unit (RSU) holdings are disclosed for Cohu (COHU) executive Klaus Ilgenfritz?

The filing notes that his holdings include 82,630 restricted stock units. These RSUs are expected to convert into Cohu common stock on a one-for-one basis upon future vesting dates, subject to continued service and achievement of specified performance goals.

Why were 998 Cohu (COHU) shares withheld for Klaus Ilgenfritz?

The 998 shares were withheld automatically when his restricted stock units vested. The shares covered tax obligations arising from that vesting event, and the transaction is classified as a tax-withholding disposition exempt under Rule 16(b)-3, rather than a voluntary stock sale.

What does Rule 16(b)-3 exemption mean for this Cohu (COHU) insider transaction?

Rule 16(b)-3 exemption means the tax-withholding disposition is treated as a permitted, non-speculative transaction. The automatic withholding of 998 shares to pay taxes on RSU vesting is considered administrative and does not indicate discretionary trading in Cohu stock by the executive.