Routine Tax Withholding by AEHR Insider, No Open-Market Sale Reported

Rhea-AI Filing Summary

Aehr Test Systems (AEHR) – Form 4 insider filing: Chief Technology Officer Donald P. Richmond II had 811 common shares withheld on 14 Jul 2025 (Transaction Code F) to cover tax obligations triggered by the vesting of restricted stock units (RSUs) at an indicated price of $13.86 per share. The filing explicitly notes that this is not an open-market sale; the shares were surrendered back to the issuer. After the withholding, Richmond still beneficially owns 214,694 shares, a figure that includes unvested RSUs. No derivative securities were reported, and there were no purchases or discretionary sales. Given the small number of shares involved (≈0.4 % of the insider’s holdings) and the routine nature of tax-related withholding, the transaction is viewed as administrative and immaterial to the company’s investment thesis.

Insights

Financial Analyst

TL;DR: Routine tax withholding; neutral impact.

The Code F transaction simply covers statutory withholding on vested RSUs. With just 811 shares involved and the insider retaining >214 k shares, the move neither signals confidence nor concern. It does not affect float, liquidity, or strategic direction. Market impact: negligible.

Corporate Governance Expert

TL;DR: Compliance event, no governance red flags.

The disclosure satisfies Section 16(a) requirements in a timely manner. No pattern of insider selling is evident; ownership remains significant. This filing demonstrates standard corporate governance practice with no adverse implications.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RICHMOND DONALD P. II

Role CTO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	811	$13.86	$11K

Holdings After Transaction: Common Stock — 214,694 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/14/2025 - 06:37 PM Learn about SEC filing dates

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^*

RICHMOND DONALD P. II

(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)
	CTO

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		811(1)	D	$13.86	214,694(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 did AEHR's CTO report in the latest Form 4?

He reported 811 shares withheld for taxes on RSU vesting; no open-market sale occurred.

How many AEHR shares does Donald P. Richmond II now own?

After the transaction he beneficially owns 214,694 shares, including unvested RSUs.

What is Transaction Code F in AEHR's Form 4?

Code F indicates shares were surrendered to cover tax withholding upon vesting of equity awards.

Was there any cash sale of AEHR stock by the insider?

No. The filing states the shares were withheld by the company to satisfy tax liabilities, not sold on the market.

Does this Form 4 have material impact on AEHR investors?

The transaction is routine and immaterial; it does not meaningfully change insider ownership or company fundamentals.