Cohu, Inc. filings document the company’s semiconductor test and inspection equipment business, operating results and capital-structure activity. Form 8-K reports include quarterly and annual financial results, related press-release exhibits, and reconciliations of GAAP results to non-GAAP measures such as adjusted earnings, operating income, gross margin and Adjusted EBITDA.
Other disclosures cover governance and compensation matters in definitive proxy statements, including equity awards and executive compensation tables. Cohu’s material-event filings also document financing activity, including its 1.50% Convertible Senior Notes due 2031, related indenture terms, conversion mechanics and capped call transactions tied to the company’s common stock.
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.
Cohu, Inc. issued $287.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2031, including $27.5 million issued pursuant to the initial purchasers' full exercise of their option. Net proceeds were approximately $278.9 million, of which about $28.4 million paid the cost of capped call transactions. Interest accrues at 1.50% and is payable semiannually beginning January 15, 2026. The initial conversion rate is 36.7975 shares per $1,000 principal (approximate conversion price $27.1758), a ~32.50% premium to the $20.51 reference price. Up to 14,017,552 shares may be issuable upon conversion, subject to adjustment. Notes mature January 15, 2031, are senior unsecured obligations, have limited convertibility before October 15, 2030, and include customary redemption, repurchase on a Fundamental Change and Events of Default provisions.
Cohu, Inc. announced on September 23, 2025 its intention to offer $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031 in a private Rule 144A offering, with an initial purchaser option to buy up to an additional $30,000,000 of notes through October 3, 2025. The company also expects to enter into privately negotiated capped call transactions to cover the shares underlying the notes, intended to reduce potential dilution upon conversion or offset certain cash payments, subject to a cap.
The filing notes that option counterparties may enter hedging and secondary-market transactions in Cohu common stock or derivatives around the pricing and thereafter, which could affect the market price of the stock or the notes and could influence conversion outcomes. The document contains forward-looking statements about timing, pricing, completion and effects of the offering and capped calls and references Cohu's SEC filings for further risk disclosures.
Cohu, Inc. announced on September 23, 2025 its intention to offer $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031 in a private Rule 144A offering, with an initial purchaser option to buy up to an additional $30,000,000 of notes through October 3, 2025. The company also expects to enter into privately negotiated capped call transactions to cover the shares underlying the notes, intended to reduce potential dilution upon conversion or offset certain cash payments, subject to a cap.
The filing notes that option counterparties may enter hedging and secondary-market transactions in Cohu common stock or derivatives around the pricing and thereafter, which could affect the market price of the stock or the notes and could influence conversion outcomes. The document contains forward-looking statements about timing, pricing, completion and effects of the offering and capped calls and references Cohu's SEC filings for further risk disclosures.
What this filing says: Victory Capital Management reports it beneficially owns 4,158,817 shares of Cohu Inc common stock, equal to 8.94% of the outstanding shares.
Why it matters: That stake is large enough to be material for investors but the filer classifies itself as an investment adviser (IA) and certifies the shares are held in the ordinary course of business and not to change or influence control of Cohu. The filing also shows Victory Capital has sole voting power for 4,131,717 shares and sole dispositive power for 4,158,817 shares.
Cohu, Inc. (COHU) – Form 4 insider transaction
On 27 June 2025, director Andrew M. Caggia reported the receipt of 947 Deferred Stock Units (DSUs), recorded as "Restricted Stock Units" in Table I. The award was made at $0 cost as part of routine director fee compensation. Each DSU represents the right to receive one share of Cohu common stock once the director leaves the board or at pre-specified future dates.
Following the grant, Caggia’s aggregate beneficial ownership increased to 74,008 shares, comprising 48,355 DSUs and 10,257 Restricted Stock Units (RSUs) plus previously held stock. Ownership is reported as direct.
No sales or dispositions were reported, and Table II shows no activity in options or other derivative securities. The filing does not reference any 10b5-1 plan, indicating the award was a standard equity compensation grant rather than an automatically executed trade.
While the additional 947 units are modest relative to Cohu’s ~48 million share count, continued accumulation by an independent director can be viewed by investors as a signal of board alignment with shareholder interests. However, the transaction is largely administrative and unlikely to have a material impact on valuation or liquidity.