AEHR Form 4: Exec VP Vernon Rogers Settles RSU Taxes, Retains Major Stake

Rhea-AI Filing Summary

Aehr Test Systems (AEHR) filed a Form 4 showing an insider administrative share transaction. Executive VP of Sales & Marketing Vernon Rogers had 1,058 common shares withheld on 14-Jul-2025 to cover payroll taxes triggered by the vesting of restricted stock units (Transaction Code F). The shares were valued at $13.86 each, implying a tax-settlement value of roughly $14,665. This was not an open-market sale; it simply reduced the executive’s stake used for tax remittance. Following the withholding, Rogers continues to hold 68,578 AEHR shares, which still includes unvested RSUs. No derivative securities were reported. The filing does not indicate any change in strategic outlook or corporate fundamentals; it is a routine compliance event that should have minimal market impact.

Insights

Securities Analyst

TL;DR: Routine tax withholding; no directional signal for AEHR stock.

The Code F classification confirms the shares were surrendered solely for tax obligations upon RSU vesting. Such transactions are automatic, do not reflect discretionary selling pressure, and typically carry negligible informational value for investors. Rogers retains a sizeable equity position (≈68.6k shares), underscoring continued alignment with shareholder interests. Given the modest size (~1k shares) versus his total holding and AEHR’s public float, the filing is neutral for valuation or sentiment.

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
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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)
07/14/2025

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	07/14/2025		F		1,058(1)	D	$13.86	68,578(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	07/14/2025
	** 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 transaction did AEHR insider Vernon Rogers report on Form 4?

He had 1,058 AEHR shares withheld on 14-Jul-2025 to cover taxes on vested RSUs (Code F).

Does the Form 4 indicate a discretionary sale of AEHR stock?

No. Code F denotes tax withholding; it is not an open-market sale.

How many AEHR shares does Rogers own after the transaction?

He beneficially owns 68,578 shares, including unvested RSUs.

What price was assigned to the withheld AEHR shares?

The shares were valued at $13.86 each for withholding purposes.

Is this Form 4 filing likely to impact AEHR’s stock price?

Impact is expected to be minimal because the transaction was routine and non-discretionary.