[Form 4] Aehr Test Systems Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing – Aehr Test Systems (AEHR) submitted 07/03/2025 discloses insider transactions by Vernon Rogers, Executive Vice President of Sales & Marketing.

• 13,351 common shares (Transaction Code A) were acquired on 07/02/2025 through restricted stock unit (RSU) vesting at $0 cost. Footnote 1 states 1/16 of the award vests every three months.
• An additional 1,614 common shares (Code A) vested on the same date at $0 cost; 25% of this award vested immediately, with the remainder vesting quarterly over three years (Footnote 2).
• 218 shares (Code F) were withheld at $15.13 per share to satisfy tax-withholding obligations (Footnote 3); this is not an open-market sale.
• After all transactions, Mr. Rogers directly owns 70,390 AEHR shares, which include unvested RSUs (Footnote 4). The filing notes he previously received 6,486 shares upon termination of the company’s ESOP on 04/25/2025.

No derivative securities were reported. The filing reflects routine equity compensation vesting rather than discretionary market purchases or sales.

Positive

• Executive increased direct holdings by 14,965 shares, bringing total ownership to 70,390 shares.
• No discretionary share sales; only minimal shares withheld for taxes, suggesting continued alignment with shareholders.

Negative

• Shares were acquired through zero-cost RSU vesting, offering limited insight into executive conviction at current market prices.
• Minor share withholding at $15.13 slightly increases free float, though the effect is negligible.

Insights

Financial Analyst

TL;DR: Routine RSU vesting—neutral impact; insider retains all vested shares, signaling no negative sentiment.

The Form 4 shows Mr. Rogers added 14,965 shares via scheduled RSU vesting, raising his direct stake to 70,390 shares. The only disposition—218 shares—was a tax-withholding transaction, required under equity-compensation rules. Because the acquisitions were compensation-driven at zero cost, they do not represent an opportunistic market buy. Nonetheless, the absence of discretionary selling and the decision to hold the net shares can be read as a modest confidence indicator. From a valuation or liquidity standpoint, the change is immaterial to AEHR’s float and earnings profile, so I classify the news as neutral with limited market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROGERS VERNON

(Last) (First) (Middle)

C/O AEHR TEST SYSTEMS

400 KATO TERRACE

(Street)

FREMONT CA 94539

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AEHR TEST SYSTEMS [ AEHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP of Sales & Mktg.

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2025		A		13,351(1)	A	$0	68,994	D
Common Stock	07/02/2025		A		1,614(2)	A	$0	70,608	D
Common Stock	07/02/2025		F		218(3)	D	$15.13	70,390(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. One-sixteenth (1/16) of the total number of shares subject to the restricted stock unit awards shall vest at the end of each three full calendar months following the date of this action, provided that such recipient is still employed by the corporation on such dates.

2. 25% of shares subject to the restricted stock unit awards shall vest immediately and the remaining 75% of shares will vest quarterly over the remaining 3 years.

3. Represents shares that were withheld to satisfy tax withholding obligations upon vesting of restricted stock units. This does not represent a sale by the Reporting Person.

4. The amount reported includes shares subject to unvested restricted stock units. Mr. Vernon Rogers received 6,486 shares due to the termination of the Company's Employee Stock Ownership Plan on 04/25/2025. The closing price was $8.76 per share.

Remarks:

	/s/Chris Siu, Attorney-in-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many AEHR shares did EVP Vernon Rogers acquire in the latest Form 4?

14,965 common shares were added through two RSU vesting events on 07/02/2025.

What is Vernon Rogers’ total AEHR share ownership after the transactions?

He directly owns 70,390 shares, including unvested RSUs.

Were any AEHR shares sold by the insider?

No open-market sales occurred; 218 shares were withheld solely to cover taxes.

At what price were shares withheld for taxes?

Shares were withheld at $15.13 per share (Transaction Code F).

Do the transactions indicate a change in insider sentiment toward AEHR?

Because the acquisitions were scheduled RSU vestings at no cost, they are viewed as routine and neutral rather than a directional signal.