COHU INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

COHU, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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April 2, 2026

Dear Cohu Stockholders,

We cordially invite you to attend the Cohu, Inc. 2026 Annual Meeting of Stockholders (the “Meeting” or “annual meeting”). The Meeting will be held on Friday, May 15, 2026, at 1:00 p.m. Pacific Time. The Meeting will be a completely ‘‘virtual meeting’’ of stockholders. You will be able to attend the Meeting as well as vote and submit your questions during the live webcast of the Meeting by visiting http://www.virtualshareholdermeeting.com/COHU2026 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

At this year’s Meeting, stockholders will be asked to elect the three (3) Class 1 nominees named in the attached proxy statement as directors each for a three-year term; to cast an advisory vote to approve our named executive officer compensation, or “Say-on-Pay;” to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock; to approve the Cohu, Inc. 2026 Equity Incentive Plan (the “2026 Plan”); to approve the Amended and Restated Cohu, Inc. 1997 Employee Stock Purchase Plan (the “Amended and Restated 1997 ESPP”); and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026. The Board of Directors unanimously recommends that you vote in favor of each director nominee, and for each of the other proposals.

Please refer to the proxy statement for detailed information about the Meeting, each director nominee, and each of the proposals, as well as voting instructions. Your vote is important, and we strongly urge you to cast your vote as soon as possible by internet, telephone, or mail, even if you plan to attend the Meeting.

Sincerely yours,

Emily R. Lough

Secretary

Notice of 2026 Annual Meeting of Stockholders

17087 Via Del Campo San Diego, CA 92127 | Telephone: +1-858-848-8000