323 added · 303 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
For example, in 2025, we experienced supply constraints and delays in accessing certain critical components used in our test sockets due to governmental regulatory changes, which if not managed quickly and diligently, could have adversely impacted our ability to supply the finished goods and our overall gross margin in fiscal 2025.
For example, under our Credit Agreement which was repaid in full on February 9, 2024, we were limited by financial and other negative covenants in our credit arrangements, including limitations on our borrowing of additional funds and issuing dividends.
For example, in March 2021, we issued 5,692,500 additional shares of our common stock in an underwritten follow-on public offering, which represented an increase of 13.4% of outstanding shares of common stock at the time.
On December 11, 2025, President Trump signed an executive order (“Ensuring a National Policy Framework for Artificial Intelligence”) that attempts to use federal authority to force states to drop certain regulations that may be targeted as “barriers” to technological development of AI and related systems.
Additionally, the EU AI Act went into effect on August 1, 2024, which sets requirements for developers and deployers of AI systems based on a risk approach and extends its reach to those developers of AI outside of the EU where the AI product or output is used in the EU.
For fiscal 2025, our IS reporting unit had limited headroom, meaning fair value only narrowly exceeded carrying value; as a result, even modest adverse changes in valuation assumptions, operating results, or market conditions could result in a future goodwill impairment charge.
Also, the SEC adopted rules in March of 2024 aimed at enhancing and standardizing climate-related disclosures; however, these rules were voluntarily stayed in April 2024 pending the outcome of consolidated legal challenges in the U.S.
These investments, spanning AI-enabled analytics, high-precision inspection and metrology, advanced thermal control, and intelligent automation, expand our serviceable available market (“SAM”) to approximately $3 billion and strengthen our competitive differentiation in high-complexity device segments.
In accordance with Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other , goodwill is not amortized and is reviewed at least annually for impairment, or more frequently if there are indications of impairment.
For example, we have significant business operations located in Germany and Switzerland, each of which engage in transactions with end customers, while costs related to manufacturing products are incurred in our manufacturing facilities in Asia and raw material supply chain costs are incurred in yet other currencies.
Upon the acquisition of Xcerra in 2018, he was named Vice President and General Manager for the Gravity Test In-Strip business unit.
Our products and services provide enabling capability and technology to customers that deliver connectivity around the globe, autonomous driving to our cities, high-performance computing to enable artificial intelligence (“AI”) applications, advanced medical equipment to improve lives, robotic automation to accelerate productivity, and much more.
No longer disclosed
For example, in January 2025, we acquired Tignis, Inc., a provider of AI process control and analytics-based monitoring software to expand our analytics offerings to a broader market, but there can be no assurance that this or other new products we develop or acquire will be accepted in the marketplace or generate material revenues for us.
For example, at the beginning of fiscal 2022, we experienced supply constraints and delays in accessing certain specialty semiconductors necessary for the production of test instruments for our semiconductor ATE products, and these supply constraints adversely impacted our overall gross margin in fiscal 2022.
For example, mobile market sales declined 54% year over year in fiscal 2023 compared with fiscal 2022 and further declined by about 10% year over year in fiscal 2024 as compared with fiscal 2023.
For example, we recently acquired Tignis, Inc., a provider of AI process control and analytics-based monitoring software.
Tignis’ PAICe Monitor and PAICe Maker solutions leverage the insights of physical phenomena with cutting-edge AI, machine learning (ML), and data science to deliver advanced predictive and prescriptive automation solutions for semiconductor manufacturing.
Financial information on our reportable segment for each of the last three years is included in Note 11, “Segment and Geographic Information” in Part IV, Item 15(a) of this Form 10-K. 1 Table of Contents Our Products We currently sell the following products: Semiconductor Automated Test Equipment (“ATE”) is used both for wafer-level and device package testing.
T-Core is our proprietary thermal technology for improving device under test temperature accuracy, enabling higher test yield, particularly for power dissipative devices such as microprocessors, graphic processor units, and high-performance semiconductors used in artificial intelligence data centers.
The contents of the Sustainability Report, the responses to CDP’s questionnaire, and our website are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file or furnish with the Securities and Exchange Commission (the “SEC”), and any references to the Sustainability Report and our website are intended to be inactive textual references only.
Risks Relating to Our Business Operations, Growth Strategy and Industry ● Semiconductor equipment is subject to rapid technological change, product introductions and transitions which may result in inventory write-offs, and our new product development involves numerous risks and uncertainties. ● The semiconductor industry we serve is cyclical, seasonal, volatile and unpredictable, and increased cyclicality could have an adverse impact on our sales and gross margin. ● The erosion in mobile automotive & industrial as well as consumer, computing and other market sales are collectively causing an adverse impact on our sales. ● Any failure to effectively manage multiple overseas manufacturing operations could harm our sales, service levels and reputation. ● We outsource select manufacturing activities to third-party service providers, which decreases our control over the performance of these functions. ● If we deliver systems with defects, our reputation and demand of our systems may decrease, and the cost of quality events could be harmful to our operating results. ● Failure of critical suppliers to deliver sufficient quantities of parts in a timely and cost-effective manner could adversely impact our operations. 7 Table of Contents ● Inflationary pressures, along with any further increase in interest rates, increase the threat of recession and may impact our financial condition or results of operations. ● The semiconductor equipment industry is intensely competitive and we may not be able to win business over that of our competition. ● Consolidation could adversely affect the market for our products and negatively impact our ability to compete. ● The cyclical nature of the semiconductor equipment industry places enormous demands on our employees, operations and infrastructure. ● A limited number of customers account for a substantial percentage of our net sales. ● If we cannot continue to develop, manufacture, market and support products and services that meet customer requirements for innovation and quality, our revenue and gross margin may suffer. ● If our relationships with our large customers deteriorate, our product development activities could be adversely affected. ● We must attract and retain experienced personnel to help support our future growth, and competition for such personnel in our industry is high. ● The use of Artificial Intelligence (“AI”) within Cohu’s product development involves risks and uncertainties that may impact our operational performance and be subject to legal and/or regulatory action.
Risks Relating to our Indebtedness, Financing and Future Access to Capital ● Due to the nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business. ● Our foreign operations expose us to additional risks relating to currency fluctuations. ● We have recorded restructuring, inventory write-offs and asset impairment charges in the past, and may do so again in the future, which could have a material negative impact on our financial results. ● We are exposed to the instability of financial institutions where we maintain cash deposits or other liquid holdings, which could result in a lack of liquidity. ● Cohu could be required to write off some or all of its goodwill and other intangibles, which may adversely affect the combined company’s financial condition and results of operations. 8 Table of Contents Risks Relating to Owning Our Stock ● Our financial and operating results may vary and fall below analysts’ estimates, or credit rating agencies may change their ratings on Cohu, any of which may cause the price of our common stock to decline or make it difficult to obtain other financing. ● If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, and current and potential stockholders may lose confidence in our financial reporting. ● We have experienced significant volatility in our stock price. ● We may underperform relative to our expectations. ● Provisions of our certificate of incorporation and bylaws and Delaware law may make a takeover of Cohu more difficult. ● The issuance of shares of our common stock in connection with any future offerings of securities by us, will dilute our shareholders’ ownership interest in the c ompany. ● Cohu’s stock repurchase program may not have an impact that is fully reflected in the current stock valuation.
Risks Relating to Cybersecurity, Intellectual Property, Privacy and Litigation ● Our business and operations could suffer in the event of cybersecurity breaches within our operational systems or products. ● We may fail to adequately protect our intellectual property and, therefore, lose our competitive advantage. ● We may not be able to adequately protect or defend ourselves against intellectual property infringement claims, which may be time consuming and expensive, or affect the freedom to operate our business. ● Data privacy, identity protection and information security compliance may require significant resources and presents certain risks. ● We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business.
They may also be impacted by possible import, export, tariff and other trade barriers, increasing costs of raw materials, labor and distribution, resulting in demands for less attractive contract terms or an inability for them to meet our requirements or conduct their own businesses.