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AEHR Insider Withholding 36 Shares for RSU Taxes; Holdings 69,426 Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AEHR TEST SYSTEMS insider filing shows an internal equity withholding tied to vesting of restricted stock units rather than an open-market sale. On 10/02/2025 the reporting person recorded a disposition coded F for 36 shares at a price of $32.25; the filer explains these shares were withheld to satisfy tax withholding obligations upon RSU vesting and "does not represent a sale." After the transaction the reporting person beneficially owned 69,426 shares, an amount the filer says includes unvested restricted stock units. The filing was signed by an attorney-in-fact on 10/08/2025.

Positive

  • Withholding tied to RSU vesting rather than an open-market sale
  • Filer discloses post-transaction beneficial ownership and notes inclusion of unvested RSUs
  • Filing completed and signed by an attorney-in-fact indicating procedural compliance

Negative

  • Reported disposition of 36 shares reduces immediate beneficial ownership
  • Post-transaction holdings include unvested RSUs, which may dilute over time if they vest

Insights

Withholding on RSU vesting recorded; no open-market sale.

The filing records a transaction dated 10/02/2025 coded F for 36 shares at $32.25, which the filer states were withheld to satisfy tax obligations upon restricted stock unit vesting. This is a common administrative step under equity compensation plans and is distinct from a voluntary sale.

This action modestly reduces reported beneficial ownership to 69,426 shares, which the filer notes includes unvested RSUs. Monitor future filings for scheduled vesting events that could further change reported ownership over the next 12 months.

Equity compensation mechanics triggered; tax-withholding executed.

The disposition reflects tax-withholding tied to RSU vesting rather than a liquidity-driven trade, indicating compensation expense recognition milestones were met. The filing explicitly states the withheld shares "do not represent a sale by the Reporting Person."

Investors may watch upcoming vesting schedules and total outstanding RSUs to assess dilution; the filing itself shows the post-transaction beneficial position as 69,426 shares.

Insider ROGERS VERNON
Role Exec VP of Sales & Mktg.
Type Security Shares Price Value
Tax Withholding Common Stock 36 $32.25 $1K
Holdings After Transaction: Common Stock — 69,426 shares (Direct)
Footnotes (1)
  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. The amount reported includes shares subject to unvested restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
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)
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 36(1) D $32.25 69,426(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 10/08/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the AEHR (AEHR) Form 4 filed on 10/02/2025 report?

The Form 4 records a transaction on 10/02/2025 where 36 shares were withheld at $32.25 to satisfy tax obligations upon RSU vesting; the filer states this "does not represent a sale."

How many AEHR shares does the reporting person beneficially own after the transaction?

The filing shows a post-transaction beneficial ownership of 69,426 shares, and it states that this amount includes unvested restricted stock units.

Was the 36-share disposition an open-market sale for AEHR stock?

No. The filing explains the 36 shares were withheld to satisfy tax withholding obligations upon RSU vesting and "does not represent a sale by the Reporting Person."

What does transaction code F mean on this Form 4 for AEHR?

In this filing the transaction is coded F and the explanatory note clarifies the shares were withheld for tax withholding on vested restricted stock units.

Who signed the AEHR Form 4 and when?

The Form 4 was signed by /s/Chris Siu, Attorney-in-Fact on 10/08/2025.