Muller Luis A 4

What Happened
Luis A. Muller, President & CEO of Cohu, Inc. (COHU), received two awards on 2026-03-10 totaling 196,142 stock units (98,071 + 98,071). Both awards were granted at $0.00 (typical for RSU/PSU grants). On 2026-03-11, 17,376 shares were withheld to satisfy tax withholding obligations related to vested RSUs (reported as a disposition at $0.00).

Key Details

• Transaction types: A = Award/Grant (two grants on 2026-03-10); F = tax withholding (2026-03-11).
• Awarded amounts: 98,071 PSUs (target) and 98,071 RSUs (total 196,142 units) at $0.00 per share.
• Withholding: 17,376 shares were automatically withheld to cover taxes upon vesting (reported as a disposition at $0.00).
• Shares owned after transaction: not specified in the filing.
• Timeliness: Form 4 filed 2026-03-12 for transactions on 2026-03-10/11 — filing appears timely (within standard Form 4 window).
• Notable footnotes:
  • PSUs (Performance Stock Units) convert one-for-one to common shares only if performance goals (total shareholder return) are certified; measured on the third anniversary and can vest from 0%–200% of target.
  • RSUs vest in four equal annual installments, subject to continued service.
  • The withheld shares reflect tax withholding under a Rule 16b-3–exempt transaction.
  • The reported number includes 615,300 previously disclosed RSUs that will convert to shares upon future vesting (excluding further withholding).

Context
These transactions are awards and a routine tax-withholding adjustment, not open-market buys or sells. PSUs are performance-contingent (may pay out between 0–200% of target based on TSR), while RSUs vest over time with continued service; withheld shares to cover taxes reduce the net shares delivered to the insider.