Does the 458-share tax withholding transaction represent an open market sale of AEHR stock?

No. The filing states the 458 AEHR shares were withheld to satisfy tax obligations upon vesting of restricted stock units and explicitly notes this does not represent a sale by the reporting person. It is a tax-withholding mechanism tied to equity compensation vesting.

AEHR (AEHR) COO acquires stock via ESPP and has RSU tax shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AEHR TEST SYSTEMS Chief Operating Officer Adil Engineer reported routine equity compensation transactions. On April 1, 2026, he acquired 2,454 shares of common stock at $6.6725 per share through the company’s Amended and Restated 2006 Employee Stock Purchase Plan, described as a tax-conditioned plan under Internal Revenue Code Section 423.

On April 2, 2026, 458 shares of common stock valued at $44.32 per share were withheld to satisfy tax obligations upon vesting of restricted stock units, which the disclosure states does not represent a sale by the reporting person. After these transactions, Engineer directly owned 47,672 shares of common stock, and this amount includes shares subject to unvested restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ENGINEER ADIL

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	458	$44.32	$20K
Other	Common Stock	2,454	$6.6725	$16K

Holdings After Transaction: Common Stock — 47,672 shares (Direct)

Footnotes (1)

These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan, a "tax-conditioned plan" per Internal Revenue Code Section 423. This purchase is exempt from Section 16 of the Securities Exchange Act of 1934 regarding liabilities arising from six-month short-swing transactions in the Company's securities. 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. The amount reported includes shares subject to unvested restricted stock units.

Key Figures

ESPP shares acquired: 2,454 shares ESPP purchase price: $6.6725 per share RSU tax-withheld shares: 458 shares +2 more

5 metrics

ESPP shares acquired 2,454 shares Common stock purchased through employee stock purchase plan on April 1, 2026

ESPP purchase price $6.6725 per share Price for shares acquired via employee stock purchase plan

RSU tax-withheld shares 458 shares Shares withheld for tax on RSU vesting on April 2, 2026

RSU tax reference price $44.32 per share Value used for shares withheld to satisfy tax obligations

Shares held after transactions 47,672 shares Direct AEHR common stock ownership after reported transactions, including unvested RSUs

Key Terms

Amended and Restated 2006 Employee Stock Purchase Plan, tax-conditioned plan, restricted stock units, short-swing transactions, +1 more

5 terms

Amended and Restated 2006 Employee Stock Purchase Plan financial

"These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan"

tax-conditioned plan financial

"a "tax-conditioned plan" per Internal Revenue Code Section 423"

restricted stock units financial

"tax withholding obligations upon vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

short-swing transactions regulatory

"regarding liabilities arising from six-month short-swing transactions in the Company's securities"

Section 16 of the Securities Exchange Act of 1934 regulatory

"This purchase is exempt from Section 16 of the Securities Exchange Act of 1934"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:28 PM

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^*

ENGINEER ADIL

(Last)

(First)

(Middle)

C/O AEHR TEST SYSTEMS

400 KATO TERRACE

(Street)

FREMONT

CALIFORNIA

94539

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		J		2,454⁽¹⁾	A	$6.6725	48,130	D
Common Stock	04/02/2026		F		458⁽²⁾	D	$44.32	47,672⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan, a "tax-conditioned plan" per Internal Revenue Code Section 423. This purchase is exempt from Section 16 of the Securities Exchange Act of 1934 regarding liabilities arising from six-month short-swing transactions in the Company's securities.

2. 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.

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

Remarks:

	/s/Chris Siu, Attorney-in-Fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AEHR COO Adil Engineer report on this Form 4?

Adil Engineer reported two routine equity compensation transactions: an acquisition of 2,454 AEHR common shares through the company’s employee stock purchase plan, and 458 shares withheld to cover taxes on restricted stock unit vesting, which the disclosure clarifies is not a sale.

How many AEHR shares does COO Adil Engineer hold after these transactions?

Following the reported transactions, Adil Engineer directly holds 47,672 shares of AEHR common stock. The filing notes this figure includes shares underlying unvested restricted stock units, meaning part of the reported total is tied to awards that have not yet fully vested.

What was the price for AEHR shares purchased through the employee stock purchase plan?

The 2,454 AEHR common shares acquired through the Amended and Restated 2006 Employee Stock Purchase Plan were reported at a price of $6.6725 per share. This plan is described as a tax-conditioned plan under Internal Revenue Code Section 423, providing specific tax treatment.

What is the significance of AEHR’s employee stock purchase plan in this Form 4?

The Form 4 explains that 2,454 shares were purchased through AEHR’s Amended and Restated 2006 Employee Stock Purchase Plan, which is a tax-conditioned plan under Internal Revenue Code Section 423. This indicates a structured employee program rather than a discretionary open market trade.

Are unvested restricted stock units included in Adil Engineer’s reported AEHR holdings?

Yes. A footnote specifies that the reported ownership amount includes shares subject to unvested restricted stock units. This means his total of 47,672 AEHR shares reflects both currently vested shares and equity awards that are scheduled to vest in the future.