COHU INC SEC Filings

Cohu, Inc. has filed a universal shelf registration that allows it to issue various securities over time, including common stock, preferred stock, debt securities, warrants and units. Each specific sale will be detailed in a future prospectus supplement with final terms and pricing.

The company indicates that net proceeds from any future offerings are expected to be used for general corporate purposes such as working capital, capital expenditures, research and development, product production and delivery, debt repayment, and potential acquisitions that complement or expand its semiconductor test and inspection business.

Cohu, Inc. filed its annual report describing a global semiconductor test and inspection business built on a broad equipment, interface and software portfolio. The company emphasizes recurring revenue from interface products, services, spares and analytics, and invested $92.2 million in R&D in fiscal 2025 to support new technologies.

Cohu reports a backlog of $165.1 million as of December 27 2025, up from $138.0 million a year earlier, and international sales represented 90% of revenue in 2025. As of February 4 2026, it had 46,888,325 common shares outstanding and approximately 2,857 employees across 25 countries, while highlighting industry cyclicality, customer concentration, AI adoption, climate, regulatory and geopolitical risks.

Cohu, Inc. reported fourth quarter 2025 net sales of $122.2 million and a GAAP net loss of $22.5 million, or $0.48 per share, compared with $94.1 million of sales a year earlier. For full year 2025, net sales were $453.0 million with a GAAP net loss of $74.3 million, or $1.59 per share, versus $401.8 million of sales and a $69.8 million loss in 2024.

On a non-GAAP basis, Cohu reported a fourth quarter 2025 net loss of $7.2 million, or $0.15 per share, and a full‑year 2025 net loss of $10.1 million, or $0.22 per share. Adjusted EBITDA improved to $17.4 million for 2025 from $7.1 million in 2024.

Cash and investments at year‑end 2025 totaled $484.0 million, helped by the issuance of $287.5 million of 1.50% Convertible Senior Notes due 2031 that generated approximately $246.7 million of net proceeds. Management highlighted about 30% year‑over‑year fourth quarter revenue growth and stronger recurring revenue, and expects first quarter 2026 sales of $122 million ± $7 million.

Dimensional Fund Advisors LP filed an updated Schedule 13G/A reporting its holdings in Cohu Inc common stock as of 12/31/2025. Dimensional reports beneficial ownership of 1,849,027 shares, representing 4.0% of Cohu’s outstanding common stock. It has sole power to vote 1,777,852 shares and sole power to dispose of 1,849,027 shares, with no shared voting or dispositive power.

The shares are owned by various funds and accounts that Dimensional advises or manages, and Dimensional states that it may be deemed a beneficial owner only for Section 13(d) purposes while otherwise disclaiming beneficial ownership. The filing notes that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Cohu.

Cohu, Inc. reported Q3 2025 results with net sales of $126.2 million, up from $95.3 million a year ago, and a net loss of $4.1 million versus $18.1 million. Year to date, net sales were $330.7 million compared with $307.7 million, and the net loss was $51.8 million versus $48.5 million.

Gross operating items included amortization of purchased intangibles of $10.2 million in the quarter and restructuring charges of $0.5 million. The company recorded pension curtailment gains of $0.8 million in Q3 and $2.3 million year to date tied to its 2025 restructuring. Cash and cash equivalents were $149.9 million, with total debt of $17.8 million, including $8.9 million outstanding on a revolving credit facility at a 4.04% rate.

Cohu completed the acquisition of Tignis, Inc. for $34.9 million in cash (net), finalized in Q3, with total purchase consideration of $36.6 million including contingent elements. Goodwill rose to $282.3 million, and operating cash flow for the first nine months was $(8.1) million. As of October 21, 2025, 46,692,617 common shares were outstanding.

Cohu, Inc. furnished an 8-K announcing financial results for the third fiscal quarter ended September 27, 2025. The company attached its Third Quarter 2025 earnings press release as Exhibit 99.1, dated October 29, 2025.

The materials under Item 2.02 are furnished, not filed, and include non-GAAP metrics such as gross margin/profit, operating income (loss), operating expense, adjusted earnings per share, effective tax rate, net cash per share, and Adjusted EBITDA, with GAAP reconciliations provided in accompanying schedules. The release contains forward-looking statements subject to risks outlined in Cohu’s most recent Form 10-K, Form 10-Q, and other SEC filings.

Dimensional Fund Advisors LP reports beneficial ownership of 2,372,014 shares of Cohu Inc common stock, representing 5.1% of the class. Dimensional states it holds these shares on behalf of multiple registered investment companies, commingled funds, group trusts and separate accounts (the "Funds") and disclaims beneficial ownership of the securities, noting all reported shares are owned by the Funds. Of the reported position, Dimensional asserts sole dispositive power over 2,372,014 shares and sole voting power over 2,301,748 shares. The filing clarifies the stake is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

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.