of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report n…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report n…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report a…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report n…

Entry into a Material Definitive Agreement. 1.50% Convertible Senior Notes due 2031 On September 29, 2025, Cohu, Inc. (the “Company”) issued $287.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2031 (the “Notes”). The Notes issued on September 29, 2025 include the full exercise by the initial purchasers on September 25, 2025 of their option to purchase an additional $27.5 million aggregate principal amount of Notes. Use of Proceeds The Company’s net proceeds from th…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure set forth in

The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons reasonably believed to be “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of common stock that may be issued upon conversion of the Notes will be issued in reliance upo…

Regulation FD Disclosure. On September 29, 2025, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is furnished hereto as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that sec…

Other Events. Private Offering of Convertible Senior Notes On September 23, 2025, Cohu, Inc. (“Cohu” or the “Company”) issued a press release announcing that it intends to offer, subject to market and other conditions, $200,000,000 aggregate principal amount of Convertible Senior Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Cohu also expects to grant to…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report n…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report n…

Regulation FD Disclosure. On February 20, 2025, Cohu, Inc. (the “Company”) filed its Annual Report on Form 10-K with the Securities Exchange Commission (“SEC”) which disclosed that on February 19, 2025, the Company approved and began executing a strategic restructuring program designed to reposition its organization and improve its cost structure (“2025 Restructuring Program”). As part of the 2025 Restructuring Program the Company plans on consolidating certain operations that are currently b…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report a…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report a…

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report a…

Senior Vice President Corporate Development — Thomas D. Kampfer: The executive is transitioning to a part-time role and losing executive officer status, but remains employed with a named successor for specific duties, indicating an orderly reduction rather than a full departure.

Director — Karen M. Rapp: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Use of Non-GAAP Financial Information: Included within this current report a…