AEHR Form 4: EVP Rogers covers RSU taxes, retains majority stake

Rhea-AI Filing Summary

The Form 4 filing discloses a routine equity withholding transaction by Vernon Rogers, Executive Vice President of Sales & Marketing at Aehr Test Systems (AEHR).

• Transaction date: 07/11/2025
• Security: Common stock
• Transaction code: F – shares withheld solely to satisfy tax-withholding obligations upon the vesting of restricted stock units (RSUs)
• Shares affected: 304 shares at an indicated price of $14.11
• Proceeds to insider: None – the transaction is not a sale for the insider’s benefit
• Post-transaction holdings: 69,636 shares, which include unvested RSUs

The reporting person remains a corporate officer and continues to hold a sizeable equity position. As the event involves a small number of shares relative to overall ownership and stems from tax obligations rather than discretionary trading, the filing is generally viewed as administrative and non-material for investors.

Insights

Senior Securities Analyst

TL;DR: Routine tax-withholding entry; negligible impact on AEHR share outlook.

The code “F” indicates automatic share withholding to cover taxes on vested RSUs, not an open-market sale. Only 304 shares were withheld, representing a very small fraction of the insider’s 69.6 k share position and an immaterial value (~$4.3 k at $14.11). Because ownership remains substantial and no discretionary selling occurred, the filing does not change insider sentiment signals or company fundamentals. I classify the impact as neutral for investors.

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)
07/11/2025

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	07/11/2025		F		304(1)	D	$14.11	69,636(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	07/11/2025
	** 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 insider Vernon Rogers report on Form 4 dated 07/11/2025?

He disclosed that 304 AEHR shares were withheld to pay taxes upon the vesting of restricted stock units.

Was the Form 4 transaction an open-market sale of AEHR stock?

No. The transaction code “F” means shares were withheld automatically for tax purposes; no shares were sold on the market.

How many AEHR shares does the executive own after the transaction?

Following the withholding, Rogers beneficially owns 69,636 shares, including unvested RSUs.

Does the filing signal a change in insider sentiment toward AEHR?

The small, tax-related withholding is routine and does not indicate a change in sentiment or company outlook.