Aehr Test Systems (AEHR) CEO has 820 shares withheld for taxes

Rhea-AI Filing Summary

Aehr Test Systems President and CEO Erickson Gayn, also a director, reported an automatic share withholding related to equity compensation. On January 27, 2026, 820 shares of common stock were withheld at $27.75 per share to cover tax obligations on vested restricted stock units, which is not a market sale.

After this transaction, Gayn beneficially owned 251,299 shares of common stock directly. He also reported an additional 291,628 shares held indirectly through a trust, which includes shares subject to unvested restricted stock units and unvested restricted shares.

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^*

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)
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		820(1)	D	$27.75	251,299(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	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 insider transaction did AEHR's Erickson Gayn report?

Erickson Gayn reported an automatic withholding of 820 AEHR common shares on January 27, 2026 at $27.75 per share. The shares were withheld to cover taxes on vested restricted stock units and were not a market sale by Gayn.

How many AEHR shares does Erickson Gayn own after this Form 4?

Following the reported transaction, Erickson Gayn directly owns 251,299 AEHR common shares. He also reports 291,628 additional shares held indirectly through a trust, which include shares subject to unvested restricted stock units and unvested restricted shares as disclosed.

Was the AEHR Form 4 transaction by Erickson Gayn an open-market sale?

No, the Form 4 states the 820 AEHR shares were withheld to satisfy tax withholding obligations on vested restricted stock units. The footnote clarifies this does not represent a sale by Erickson Gayn in the open market or through a discretionary transaction.

What role does Erickson Gayn hold at AEHR Test Systems?

Erickson Gayn is identified as both a director and an officer of AEHR Test Systems, serving as President and CEO. His dual role underscores his leadership position and explains why his equity holdings and transactions are reported on Form 4.

How are Erickson Gayn’s indirect AEHR holdings structured?

In addition to his direct holdings, Erickson Gayn reports 291,628 AEHR shares held indirectly with the ownership described as “By Trust.” The filing notes the reported amount includes shares tied to unvested restricted stock units and unvested restricted shares.

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

Transaction code “F” indicates shares were withheld to pay taxes related to equity awards. In this case, 820 AEHR shares were automatically withheld upon vesting of restricted stock units, as explained in the footnote, rather than sold voluntarily by Erickson Gayn.