科休半导体 2024年度报告

(Mark One)☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 28, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission file number1-4298 COHU, INC.(Exact name of registrant as specified in its charter)Delaware95-1934119(State or other jurisdiction of(I.R.S. Employer Identification No.)Incorporation or Organization) Registrant’s telephone number, including area code: (858)848-8100 Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Exchange on Which RegisteredCommon Stock, $1.00 par valueCOHUTheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☑Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☑No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☑No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☑The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,512,400,000based on the closing stock price as reported by the Nasdaq Stock Market LLC as of June 28, 2024. Shares of common stock held by each officer and director andby each person or group who owns 5% or more of the outstanding common stock have been excluded in that such persons or groups may bedeemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of February 5, 2025, the Registrant had46,710,033shares of its $1.00 par value common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Proxy Statement for Cohu, Inc.’s 2025 Annual Meeting of Stockholders to be held on May 16, 2025, and to be filed pursuant to Regulation 14A within 120 days after registrant’s fiscal year ended December 28, 2024, are incorporated by reference into PartIII of thisReport. COHU, INC. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 28, 2024 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6.Reserved33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk44Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accountin