Jones Jeffrey D 4

What Happened

• Jeffrey D. Jones, Senior VP Finance and Chief Financial Officer of Cohu, Inc., received two equity awards on March 10, 2026 totaling 53,938 stock units (26,969 + 26,969) as awards (code A) at $0.00 per share. On March 11, 2026, 5,576 shares were disposed (code F) as shares were automatically withheld to satisfy tax withholding obligations related to vesting.
• These awards have no cash purchase price (reported price $0.00) — they are compensation grants rather than open-market purchases or sales.

Key Details

• Transaction dates and types: Mar 10, 2026 — two grant/acquisition entries (26,969 and 26,969 units, $0.00); Mar 11, 2026 — tax withholding of 5,576 shares (disposed) at $0.00.
• Shares owned after the transactions: not specified in the provided filing.
• Footnotes of note:
  • F1: One award is Performance Stock Units (PSUs) that convert one-for-one to common shares only if specified total shareholder return goals are met; vesting (and measurement) is on the third anniversary; actual payout can range 0%–200% of target.
  • F2: The other award is Restricted Stock Units (RSUs) that vest in four equal annual installments subject to continued service.
  • F3: The 5,576-share disposition reflects shares automatically withheld to cover tax obligations (exempt under Rule 16b-3).
  • F4: The reported number includes 188,486 RSUs previously disclosed that will convert one-for-one into shares upon vesting (excluding future tax-withholding impacts).
• Filing timeliness: Form filed Mar 12, 2026 reporting transactions through Mar 10, 2026 — within the normal Form 4 reporting window.

Context

• These entries are compensation awards (not open-market buys or sales). PSUs are performance-contingent (may pay out more or less than target depending on performance); RSUs vest over time with continued service. The 5,576 shares withheld were used to cover taxes and do not represent a market sale intended to realize cash proceeds.