Aehr (AEHR) EVP Vernon Rogers reports 160-share tax withholding

Rhea-AI Filing Summary

Aehr Test Systems executive Vernon Rogers reported a small tax-related share withholding. On January 27, 2026, 160 shares of common stock were withheld at $27.75 per share to cover tax obligations triggered by the vesting of restricted stock units.

This transaction is coded "F," indicating a tax withholding rather than an open-market sale, and the disclosure states it does not represent a sale by the reporting person. After this event, Rogers beneficially owned 177,206 shares of Aehr Test Systems common stock, which includes shares underlying unvested restricted stock units.

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).

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)
01/27/2026

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	01/27/2026		F		160(1)	D	$27.75	177,206(2)	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. 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.

Remarks:

	/s/Chris Siu, Attorney-in-Fact	01/27/2026
	** 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.

FAQ

What did Aehr (AEHR) executive Vernon Rogers report in this Form 4?

Vernon Rogers reported a tax-related withholding of 160 Aehr common shares on January 27, 2026. The shares were retained by the company to satisfy tax obligations from vesting restricted stock units, and the filing clarifies this was not an open-market sale by Rogers.

Was the Aehr (AEHR) Form 4 transaction an insider sale of shares?

No, the Form 4 specifies the 160 shares were withheld for tax obligations, not sold by Vernon Rogers. The transaction is coded “F,” indicating shares were retained to cover taxes due when restricted stock units vested, rather than a discretionary market sale.

How many Aehr (AEHR) shares does Vernon Rogers own after this Form 4?

After the January 27, 2026 tax withholding, Vernon Rogers beneficially owned 177,206 Aehr common shares. The filing notes this amount includes shares subject to unvested restricted stock units, reflecting both currently held stock and equity that is still vesting over time.

What does transaction code "F" mean in the Aehr (AEHR) Form 4 filing?

Transaction code “F” indicates shares were withheld to pay taxes on a stock-based award, such as restricted stock units. In this case, 160 Aehr shares were retained to cover tax withholding upon vesting, rather than being sold into the open market by the executive.

What role does Vernon Rogers hold at Aehr (AEHR) according to the Form 4?

The Form 4 identifies Vernon Rogers as an officer of Aehr Test Systems, serving as Executive Vice President of Sales and Marketing. This role makes him a reporting person under insider trading rules, requiring disclosure of equity-related transactions in Aehr securities.

Does the Aehr (AEHR) Form 4 mention unvested restricted stock units?

Yes, the filing states the 177,206 shares beneficially owned by Vernon Rogers include shares subject to unvested restricted stock units. This means part of his reported holdings consists of awards that have been granted but will vest over time under their terms.