Form 8-K

8-K — COHU INC

Accession: 0001437749-26-025053

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000021535

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cohu20260728_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_994647.htm)

GRAPHIC (presslogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: cohu20260728_8k.htm · Sequence: 1

cohu20260728_8k.htm

false

0000021535

2026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

July 30, 2026

Cohu, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-04298

95-1934119

_____________________

(State or other jurisdiction

_____________

(Commission

______________

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

12367 Crosthwaite Circle, Poway, California

92064

_________________________________

(Address of principal executive offices)

___________

(Zip Code)

Registrant’s telephone number, including area code:

858-848-8100

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $1.00 par value

COHU

The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2026, the Company issued a press release regarding its financial results for the second fiscal quarter ended June 27, 2026. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 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 non-GAAP financial measures, including non-GAAP gross margin/profit, net income (loss) and net income (loss) adjusted earnings per share, operating income (loss), operating expense, effective tax rate, net cash per share and Adjusted EBITDA that supplement the Company’s Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, the amortization of purchased intangible assets, restructuring costs, manufacturing transition and severance costs, change in indemnification receivable, duplicate facility costs, acquisition and financing costs and associated professional fees, fair value adjustment to contingent consideration, pension curtailment adjustments and amortization of cloud-based software implementation costs (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. With respect to any forward-looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.

These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company’s management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

Forward Looking Statements:

Certain statements contained in this current report and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding effects of growth in revenue in certain vertical markets; new market entries, product introductions or customer adoptions and corresponding performance metrics or financial impacts; product market projected growth and market sizes and related revenue opportunities; expectations related to our FY2026 outlook, including annual and/or quarterly projections; estimates regarding capital expenditures and other costs related to the ramp in the business; estimates related to tax expenses; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third-party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.

Actual results and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: rapid technology changes and product transition and investment risks; industry cyclicality, seasonality and volatility; outsourced manufacturing and supply chain disruptions or dependencies; product defects and quality issues; supplier concentration and part shortages; inflation and interest rate exposure; high customer concentration and rapid innovation cycles; semiconductor industry consolidation; operational strain from rapid shifts in demands; failure to meet innovation demands of customers and industries; talent attraction and retention challenges; AI related risks; international operations complexity; trade barriers and tariffs; geopolitical instability; natural disasters and health events; climate transition and physical risks; stakeholder ESG expectations; M&A and strategic transaction risks; acquisition integration risks; risks related to gaining access to capital; foreign currency exposure; restructuring and impairment charges; financial institution instability; goodwill and intangible asset impairment charges; stock price volatility; underperformance against stock price or financial metric targets; indebtedness and covenant limits; dilution from equity issuances or note conversions; share repurchase uncertainties; anti takeover provisions; export controls and trade regulation; tax law changes and audits; environmental regulatory compliance; changing U.S. and foreign policy landscape; cybersecurity breaches or threats; IP protection challenges; IP infringement claims; data privacy obligations; or litigation risk.

These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including our most recent Form 10-K and Form 10-Q, and the other filings made by Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Except as required by applicable law, Cohu does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

The Exhibit listed below is being furnished with this Current Report on Form 8-K.

(d) Exhibits

Exhibit No. - 99.1

Second Quarter 2026 Earnings Release, dated July 30, 2026, of Cohu, Inc.

Exhibit No. - 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

July 30, 2026

By:

/s/ Jeffrey D. Jones

Name: Jeffrey D. Jones

Title: Senior VP Finance & Chief Financial Officer

Exhibit Index

Exhibit No.

Description

99.1

Second Quarter 2026 Earnings Release, dated July 30, 2026, of Cohu, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_994647.htm · Sequence: 2

ex_994647.htm

Exhibit 99.1

COHU, INC.

17087 VIA DEL CAMPO

SAN DIEGO, CA 92127

FAX (858) 848-8185

PHONE (858) 858-8100

www.cohu.com

Cohu Reports Second Quarter 2026 Results

●

Second quarter net sales increased 38% year-over-year to $149.0 million

●

Gross margin of 45.4%; non-GAAP gross margin of 45.5%

●

Estimated test cell utilization increased sequentially to 80% at the end of June

●

Raising annual AI-driven compute opportunity pipeline to approx. $850 million

SAN DIEGO, Calif., July 30, 2026 – Cohu, Inc. (NASDAQ: COHU), a global supplier of equipment and services optimizing semiconductor manufacturing yield and productivity, today reported fiscal 2026 second quarter net sales of $149.0 million and GAAP loss of $0.2 million or $0.00 per share. Net sales for the first six months of 2026 were $274.1 million and GAAP loss was $12.2 million or $0.26 per share.

Cohu also reported non-GAAP results, with second quarter 2026 income of $14.1 million or $0.26 per share and income of $14.6 million or $0.29 per share for the first six months of 2026.

GAAP Results

(in millions, except per share amounts)

Q2 FY 2026

Q1 FY 2026

Q2 FY 2025

6 Months 2026

6 Months 2025

Net sales

149.0

125.1

107.7

274.1

204.5

Net loss

(0.2)

(12.1)

(16.9)

(12.2)

(47.7)

Net loss per share

(0.00)

(0.26)

(0.36)

(0.26)

(1.02)

Non-GAAP Results

(in millions, except per share amounts)

Q2 FY 2026

Q1 FY 2026

Q2 FY 2025

6 Months 2026

6 Months 2025

Net income (loss)

14.1

0.6

0.7

14.6

(0.1)

Net income (loss) per share

0.26

0.01

0.02

0.29

(0.00)

Total cash and investments at the end of second quarter 2026 were $498.2 million. Cohu did not repurchase any shares of its common stock during second quarter 2026.

“Second quarter results reflected broad-based improvement across our end markets, with revenue increasing 38% year-over-year and estimated test cell utilization improving to approximately 80% at the end of June,” said Cohu President and CEO Luis Müller. “Customer momentum in AI compute is accelerating, driven by the adoption of our Eclipse test handler with T-Core active thermal control for high-power processors used in data centers. Increased confidence in this market is leading us to raise our FY26 high-performance computing revenue estimate to $100 million to $110 million, further reinforcing Cohu’s differentiated position in test and inspection.”

Cohu expects third quarter 2026 sales to be in a range of $170 million +/- $7 million.

Conference Call Information:

The Company will host a live conference call and webcast with slides to discuss second quarter 2026 results at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time on July 30, 2026. Interested parties may listen live via webcast on Cohu’s investor relations website at https://edge.media-server.com/mmc/p/rpe9b6q7.

To participate via telephone and join the call live, please register in advance at https://register-conf.media-server.com/register/BIdbf80ce0cc674b15b9c10aa7e230c332 to receive the dial-in number along with a unique PIN number that can be used to access the call.

About Cohu:

Cohu (NASDAQ: COHU) was founded in 1947 and is a global technology leader supplying test, automation, inspection & metrology products, software analytics solutions and services to the semiconductor industry. Additional information can be found at www.cohu.com.

Use of Non-GAAP Financial Information:

Included within this press release and accompanying materials are non-GAAP financial measures, including non-GAAP gross margin/profit, net income (loss) and net income (loss) adjusted earnings per share, operating income (loss), operating expense, effective tax rate, net cash per share and Adjusted EBITDA that supplement the Company’s Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, the amortization of purchased intangible assets, restructuring costs, manufacturing transition and severance costs, change in indemnification receivable, duplicate facility costs, acquisition and financing costs and associated professional fees, fair value adjustment to contingent consideration, pension curtailment adjustments and amortization of cloud-based software implementation costs (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. With respect to any forward-looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.

Forward Looking Statements:

Certain statements contained in this release and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding effects of growth in revenue in certain vertical markets; new market entries, product introductions or customer adoptions and corresponding performance metrics or financial impacts; product market projected growth and market sizes and related revenue opportunities; expectations related to our FY2026 outlook, including annual and/or quarterly projections; estimates regarding capital expenditures and other costs related to the ramp in the business; estimates related to tax expenses; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third-party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com.

Contact:

Cohu, Inc.

Matt Hutton - Investor Relations

858-848-8106

COHU, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended (1)

Six Months Ended (1)

June 27,

June 28,

June 27,

June 28,

2026

2025

2026 (2)

2025

Net sales

149,002

107,680

274,121

204,477

Cost and expenses:

Cost of sales (excluding amortization)

81,412

60,571

148,626

115,051

Research and development

24,943

23,188

51,330

46,340

Selling, general and administrative

34,445

29,866

69,046

59,877

Amortization of purchased intangible assets

7,277

10,081

14,577

19,933

Restructuring charges

633

1,210

1,404

7,838

148,710

124,916

284,983

249,039

Income (loss) from operations

292

(17,236

)

(10,862

)

(44,562

)

Other (expense) income:

Interest expense

(1,620

)

(126

)

(3,241

)

(324

)

Interest income

3,868

1,386

7,710

2,999

Foreign transaction loss

(551

)

(385

)

(631

)

(440

)

Pension curtailment gain

1,530

Income (loss) from operations before taxes

1,989

(14,831

)

(7,024

)

(40,797

)

Income tax provision

2,148

2,049

5,203

6,887

Net loss

(159

)

(16,880

)

(12,227

)

(47,684

)

Loss per share:

Basic:

(0.00

)

(0.36

)

(0.26

)

(1.02

)

Diluted:

(0.00

)

(0.36

)

(0.26

)

(1.02

)

Weighted average shares used in computing loss per share: (2)

Basic

47,328

46,662

47,162

46,653

Diluted

47,328

46,662

47,162

46,653

(1)

The three- and six-month periods ended June 27, 2026, and June 28, 2025, were both comprised of 13 weeks and 26 weeks, respectively.

(2)

For both the three- and six-month periods ended June 27, 2026, and June 28, 2025, potentially dilutive securities were excluded from the per share computations due to their antidilutive effect.

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

June 27,

December 27,

2026

2025

Assets:

Current assets:

Cash and investments

498,167

483,981

Accounts receivable

122,743

108,754

Inventories

140,334

129,006

Other current assets

27,398

28,249

Total current assets

788,642

749,990

Property, plant & equipment, net

75,470

76,987

Goodwill

278,891

283,027

Intangible assets, net

64,194

79,272

Operating lease right of use assets

27,715

29,271

Other assets

23,486

24,435

Total assets

1,258,398

1,242,982

Liabilities & Stockholders’ Equity:

Current liabilities:

Short-term borrowings

9,976

9,807

Current installments of long-term debt

1,206

1,244

Deferred profit

8,258

8,626

Other current liabilities

117,913

89,401

Total current liabilities

137,353

109,078

Long-term debt

285,049

285,026

Non-current operating lease liabilities

30,713

31,693

Other noncurrent liabilities

30,695

31,646

Cohu stockholders’ equity

774,588

785,539

Total liabilities & stockholders’ equity

1,258,398

1,242,982

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

Three Months Ended

June 27,

March 28,

June 28,

2026

2025

Income (loss) from operations - GAAP basis (a)

292

(11,154

)

(17,236

)

Non-GAAP adjustments:

Share-based compensation included in (b):

Cost of sales (COS)

219

274

398

Research and development (R&D)

1,073

968

1,514

Selling, general and administrative (SG&A)

5,301

5,034

3,763

6,593

6,276

5,675

Amortization of purchased intangible assets (c)

7,277

7,300

10,081

Restructuring charges related to inventory adjustments in COS (d)

)

136

Restructuring charges (d)

633

771

1,210

Manufacturing transition and severance costs included in (e):

COS

162

SG&A

201

(28

)

201

(28

)

258

Adjustments to indemnification receivable included in SG&A (f)

Duplicate facility costs included in SG&A (g)

Acquisition and financing costs included in SG&A (h)

Income from operations - non-GAAP basis (i)

15,074

3,209

147

Net loss - GAAP basis

(159

)

(12,068

)

(16,880

)

Non-GAAP adjustments (as scheduled above)

14,782

14,363

17,383

Tax effect of non-GAAP adjustments (j)

(572

)

(1,699

)

1,757

Pension curtailment gain (k)

(1,530

)

Net income - non-GAAP basis

14,051

596

730

GAAP net loss per share - diluted

(0.00

)

(0.26

)

(0.36

)

Non-GAAP net income per share - diluted (l)

0.26

0.01

0.02

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre- and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring and manufacturing transition activities including employee headcount reductions and other organizational changes to align our business strategies and improve our cost structure. Restructuring, manufacturing transition and severance costs have been excluded because such expense is not used by management to assess the core profitability of the Company’s business operations. Management believes the change in an uncertain tax position liability and related indemnification receivable is better reflected within income tax expense rather than SG&A. Duplicate facility costs have been excluded to provide investors a clearer view of ongoing operational performance by removing temporary expenses that do not reflect the Company’s ongoing operations. Acquisition costs and certain professional service costs related to the issuance of convertible notes have been excluded by management, as they are not related to the core operating activities of the Company and can vary significantly from period to period. Excluding this data provides investors with a basis to compare the Company’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

(a)

0.2%, (8.9)% and (16.0)% of net sales, respectively.

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

(c)

To eliminate the amortization of acquired intangible assets.

(d)

To eliminate restructuring costs incurred.

(e)

To eliminate the manufacturing transition and severance costs.

(f)

To eliminate the impact of the change in an uncertain tax position liability and related indemnification receivable.

(g)

To eliminate duplicative facility-related expenses incurred in connection with the build-out of new locations and other restructuring activities.

(h)

To eliminate certain professional service fees and other direct incremental expenses incurred in connection with acquisitions and the issuance of convertible notes.

(i)

10.1%, 2.6% and 0.1% of net sales, respectively.

(j)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

(k)

To eliminate the pension curtailment adjustment recognized associated with headcount reductions made as part of the 2025 Strategic Restructuring plan.

(l)

The three months ended June 27, 2026, March 28, 2026, and June 28, 2025, were calculated using 53,435, 48,631 and 46,838 diluted shares, respectively, as the effect of dilutive securities was excluded from GAAP diluted shares outstanding due to the GAAP net loss reported for those periods, but was included in the calculation of non-GAAP diluted earnings per share because the Company reported non-GAAP net income.

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

Six Months Ended

June 27,

June 28,

2026

2025

Loss from operations - GAAP basis (a)

(10,862

)

(44,562

)

Non-GAAP adjustments:

Share-based compensation included in (b):

Cost of sales (COS)

493

723

Research and development (R&D)

2,041

2,733

Selling, general and administrative (SG&A)

10,335

8,449

12,869

11,905

Amortization of purchased intangible assets (c)

14,577

19,933

Restructuring charges related to inventory adjustments in COS (d)

)

293

Restructuring charges (d)

1,404

7,838

Manufacturing transition and severance costs included in (e):

COS

162

SG&A

173

143

173

305

Adjustments to indemnification receivable included in SG&A (f)

Duplicate facility costs included in SG&A (g)

Acquisition and financing costs included in SG&A (h)

351

Adjustment to contingent consideration included in SG&A (i)

(1,700

)

Income (loss) from operations - non-GAAP basis (j)

18,283

(5,637

)

Net loss - GAAP basis

(12,227

)

(47,684

)

Non-GAAP adjustments (as scheduled above)

29,145

38,925

Tax effect of non-GAAP adjustments (k)

(2,271

)

10,233

Pension curtailment gain (l)

(1,530

)

Net income (loss) - non-GAAP basis

14,647

(56

)

GAAP net loss per share - diluted

(0.26

)

(1.02

)

Non-GAAP income (loss) per share - diluted (m)

0.29

(0.00

)

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre- and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring and manufacturing transition activities including employee headcount reductions and other organizational changes to align our business strategies and improve our cost structure. Restructuring, manufacturing transition and severance costs have been excluded because such expense is not used by Management to assess the core profitability of the Company’s business operations. Management believes the change in an uncertain tax position liability and related indemnification receivable is better reflected within income tax expense rather than SG&A. Duplicate facility costs have been excluded to provide investors a clearer view of ongoing operational performance by removing temporary expenses that do not reflect the Company’s ongoing operations. Acquisition costs, certain professional service costs related to convertible notes, and fair value adjustments to contingent consideration have been excluded by management as they are not indicative of core operating performance. Excluding this data provides investors with a basis to compare the Company’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

(a)

(4.0)% and (21.8)% of net sales, respectively.

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

(c)

To eliminate the amortization of acquired intangible assets.

(d)

To eliminate restructuring costs incurred.

(e)

To eliminate the manufacturing transition and severance costs.

(f)

To eliminate the impact of the change in an uncertain tax position liability and related indemnification receivable.

(g)

To eliminate duplicative facility-related expenses incurred in connection with the build-out of new locations and other restructuring activities.

(h)

To eliminate certain professional service fees and other direct incremental expenses incurred in connection with acquisitions and the issuance of convertible notes.

(i)

To eliminate fair value adjustment to contingent consideration related to the acquisition of Tignis.

(j)

6.7% and (2.8)% of net sales, respectively.

(k)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

(l)

To eliminate the pension curtailment adjustments recognized associated with headcount reductions made as part of the 2025 Strategic Restructuring plan.

(m)

As the Company reported non-GAAP net income for the six months ended June 27, 2026, non-GAAP diluted earnings per share were calculated using 51,033 diluted shares. All other periods were calculated using GAAP diluted shares outstanding.

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands)

Three Months Ended

June 27,

March 28,

June 28,

2026

2025

Gross Profit Reconciliation

Gross profit - GAAP basis (excluding amortization) (1)

67,590

57,905

47,109

Non-GAAP adjustments to cost of sales (as scheduled above)

218

270

696

Gross profit - Non-GAAP basis

67,808

58,175

47,805

As a percentage of net sales:

GAAP gross profit

45.4

46.3

43.7

Non-GAAP gross profit

45.5

46.5

44.4

Adjusted EBITDA Reconciliation

Net loss - GAAP Basis

(159

)

(12,068

)

(16,880

)

Income tax provision

2,148

3,055

2,049

Interest expense

1,620

1,621

126

Interest income

(3,868

)

(3,842

)

(1,386

)

Amortization of purchased intangible assets

7,277

7,300

10,081

Depreciation

3,139

3,123

3,377

Amortization of cloud-based software implementation costs (2)

730

709

Pension curtailment gain

(1,530

)

Other non-GAAP adjustments (as scheduled above)

7,505

7,063

7,302

Adjusted EBITDA

18,392

6,961

3,848

As a percentage of net sales:

Net loss - GAAP Basis

(0.1

(9.6

(15.7

Adjusted EBITDA

12.3

5.6

3.6

Operating Expense Reconciliation

Operating Expense - GAAP basis

67,298

69,059

64,345

Non-GAAP adjustments to operating expenses (as scheduled above)

(14,564

)

(14,093

)

(16,687

)

Operating Expenses - Non-GAAP basis

52,734

54,966

47,658

(1)

Excludes amortization of purchased intangibles of $4,916, $4,931 and $7,739 for the three months ending June 27, 2026, March 28, 2026, and June 28, 2025, respectively.

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.

Six Months Ended

June 27,

June 28,

2026

2025

Gross Profit Reconciliation

Gross profit - GAAP basis (excluding amortization) (1)

125,495

89,426

Non-GAAP adjustments to cost of sales (as scheduled above)

488

1,178

Gross profit - Non-GAAP basis

125,983

90,604

As a percentage of net sales:

GAAP gross profit

45.8

43.7

Non-GAAP gross profit

46.0

44.3

Adjusted EBITDA Reconciliation

Net loss - GAAP Basis

(12,227

)

(47,684

)

Income tax provision

5,203

6,887

Interest expense

3,241

324

Interest income

(7,710

)

(2,999

)

Amortization of purchased intangible assets

14,577

19,933

Depreciation

6,262

6,609

Amortization of cloud-based software implementation costs (2)

1,439

1,418

Pension curtailment gain

(1,530

)

Other non-GAAP adjustments (as scheduled above)

14,568

18,992

Adjusted EBITDA

25,353

1,950

As a percentage of net sales:

Net loss - GAAP Basis

(4.5

(23.3

Adjusted EBITDA

9.2

1.0

Operating Expense Reconciliation

Operating Expense - GAAP basis

136,357

133,988

Non-GAAP adjustments to operating expenses (as scheduled above)

(28,657

)

(37,747

)

Operating Expenses - Non-GAAP basis

107,700

96,241

(1)

Excludes amortization of purchased intangibles of $9,847 and $15,298 for the six months ending June 27, 2026, and June 28, 2025, respectively.

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.

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Jul. 30, 2026

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Document, Period End Date

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Entity, Incorporation, State or Country Code

Entity, File Number

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Entity, Tax Identification Number

95-1934119

Entity, Address, Address Line One

12367 Crosthwaite Circle

Entity, Address, City or Town

Poway

Entity, Address, State or Province

Entity, Address, Postal Zip Code

92064

City Area Code

858

Local Phone Number

848-8100

Title of 12(b) Security

Common Stock

Trading Symbol

COHU

Security Exchange Name

NASDAQ

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