Cohu, Inc. Files 8-K: Material Agreement & Financial Obligations

TL;DR

Cohu just dropped an 8-K detailing a big new deal and financial obligations - watch this space.

AI Summary

On September 24, 2025, Cohu, Inc. entered into a material definitive agreement, likely related to financing or a significant operational change. The company also disclosed the creation of a direct financial obligation and potentially unregistered sales of equity securities. This filing indicates significant financial activity and potential shifts in the company's capital structure.

Why It Matters

This 8-K filing signals significant financial maneuvers by Cohu, Inc., which could impact its debt, equity, and overall financial strategy, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which can introduce financial risks or opportunities for the company.

Key Players & Entities

• Cohu, Inc. (company) — Registrant
• September 24, 2025 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of incorporation
• 001-04298 (identifier) — Commission File Number
• 95-1934119 (identifier) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $1.00 — ge on which registered Common Stock , $1.00 par value COHU The NASDAQ Stock Mark
• $287.5 million — 2025, Cohu, Inc. (the "Company") issued $287.5 million aggregate principal amount of 1.50% Con
• $27.5 million — their option to purchase an additional $27.5 million aggregate principal amount of Notes. U
• $278.9 m — s from this offering were approximately $278.9 million, after deducting the initial purc
• $28.4 million — xpenses. The Company used approximately $28.4 million of the net proceeds from the offering t
• $1,000 — s is 36.7975 shares of common stock per $1,000 principal amount of Notes (equivalent t
• $27.1758 — itial conversion price of approximately $27.1758 per share of common stock), which repre
• $20.51 — ion premium over the reference price of $20.51 per share of the Company's common stock
• $50,000,000 — tedness for money borrowed in excess of $50,000,000; and (vi) certain events of bankruptcy,
• $41.02 — transactions is initially approximately $41.02 per share of the Company's common stock

Filing Documents

• cohu20250927_8k.htm (8-K) — 48KB
• ex_864825.htm (EX-4.1) — 838KB
• ex_864823.htm (EX-10.1) — 299KB
• ex_864824.htm (EX-99.1) — 24KB
• ex_864790.htm (EX-99.2) — 15KB
• ex_864790img001.jpg (GRAPHIC) — 3KB
• image01.jpg (GRAPHIC) — 4KB
• image02.jpg (GRAPHIC) — 6KB
• image03.jpg (GRAPHIC) — 6KB
• image04.jpg (GRAPHIC) — 6KB
• image05.jpg (GRAPHIC) — 8KB
• 0001437749-25-030026.txt ( ) — 1606KB
• cohu-20250924.xsd (EX-101.SCH) — 3KB
• cohu-20250924_def.xml (EX-101.DEF) — 11KB
• cohu-20250924_lab.xml (EX-101.LAB) — 15KB
• cohu-20250924_pre.xml (EX-101.PRE) — 11KB
• cohu20250927_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 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

Use of Proceeds The Company's net proceeds from this offering were approximately $278.9 million, after deducting the initial purchasers' discounts and commissions but before estimated offering expenses. The Company used approximately $28.4 million of the net proceeds from the offering to pay the cost of the capped call transactions (as described below). The Company intends to use the remaining net proceeds for general corporate purposes. Indenture The Company issued the Notes pursuant to an indenture (the "Indenture"), dated as of September 29, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will mature on January 15, 2031, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 1.50% per year and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes are the Company's senior unsecured obligations and are (i) equal in right of payment with the Company's existing and future senior unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of the Company's subsidiaries. Prior to the close of business on the business day immediately preceding October 15, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. On or after October 15, 2030, noteholders may convert all or any portion of their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will satisfy i

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. 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 upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company with its security holders where no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. Initially, a maximum of 14,017,552 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 36.7975 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. Neither the Notes nor the underlying common stock (if conversions of the Notes are settled through delivery of common stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01 Regulation FD Disclosure

Item 7.01 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 section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filings.

01 Other Events

Item 8.01 Other Events. On September 24, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of common stock issuable upon conversion of the Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 4.1 Indenture, dated as of September 29, 2025, between Cohu, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of 1.5% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1) 10.1 Form of Capped Call Confirmation 99.1 Press Release of Cohu, Inc., dated September 24, 2025 99.2 Press Release of Cohu, Inc., dated September 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cohu, Inc. September 29, 2025 By: /s/ Jeffrey D. Jones Name: Jeffrey D. Jones Title: Senior VP Finance and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR