AEHR Form 4: CEO Holds 269,592 Direct Shares, 291,628 Indirect

Rhea-AI Filing Summary

Erickson Gayn, President and CEO and a director of Aehr Test Systems (AEHR), reported a withholding of 2,069 shares to satisfy tax obligations related to vested restricted stock units; the filing clarifies this withholding was not a sale. After the reported transaction, the reporting person directly holds 269,592 shares and indirectly holds 291,628 shares through a trust, with the indirect amount including unvested restricted stock units and restricted shares. The withheld shares were recorded at a price of $32.25 per share. The Form 4 discloses these non‑derivative changes and reiterates the ownership split between direct and indirect holdings.

Positive

• Withholding of 2,069 shares was to satisfy tax obligations and was not a sale
• Substantial indirect ownership of 291,628 shares (includes unvested RSUs and restricted shares)
• Maintains combined significant stake through direct and indirect holdings

Negative

• Direct holdings decreased by 2,069 shares following tax withholding
• Reported withholding price $32.25 reflects a reduction in share count at that valuation

Insights

Corporate Governance Expert

Insider withholding to cover taxes reduced direct shares; substantial indirect holdings remain.

What it means: The reporting person had 2,069 shares withheld to cover tax liabilities upon vesting, explicitly noted as not a sale, so there is no cash‑proceeds disposition recorded.

Why it matters: Withholding for taxes is a routine administrative action that reduces direct share count but leaves overall economic exposure largely unchanged because the report shows 291,628 shares held indirectly and 269,592 directly after the transaction.

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

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

1. Name and Address of Reporting Person^*

Erickson Gayn

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		F		2,069(1)	D	$32.25	269,592(2)	D
Common Stock								291,628	I	By Trust

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. 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.

2. The amount reported includes shares subject to unvested restricted stock units and unvested restricted shares.

Remarks:

	/s/Chris Siu, Attorney-in-Fact	10/02/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the AEHR (AEHR) Form 4 disclose?

It disclosed that 2,069 shares were withheld to satisfy tax withholding upon RSU vesting and that the reporting person did not sell those shares.

How many AEHR shares does Erickson Gayn directly and indirectly own?

The filing reports 269,592 shares held directly and 291,628 shares held indirectly through a trust (includes unvested RSUs).

At what price were the withheld AEHR shares recorded?

The withheld shares were recorded at a price of $32.25 per share.

Was the withholding of AEHR shares considered a sale?

No; the Form 4 explicitly states the withholding does not represent a sale by the reporting person.

Why were shares withheld in the AEHR transaction?

Shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units.