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AEHR Form 4: CTO had 38 RSU shares withheld at $32.25

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

Rhea-AI Filing Summary

AEHR Test Systems (AEHR) reported a Form 4 showing that Donald P. Richmond II, the company's CTO and an officer, had 38 shares withheld on 10/02/2025 to satisfy tax withholding related to the vesting of restricted stock units; the filing clarifies this withholding is not a sale. Following the withholding, the reporting person beneficially owns 215,340 shares, an amount the form notes includes shares subject to unvested restricted stock units. The transaction price shown for the withheld shares is $32.25. The Form 4 was signed by an attorney-in-fact on 10/08/2025.

Positive

  • Compliance: The filing shows timely reporting and clarifies the withholding was for tax purposes, not a sale
  • Continued ownership: Reporting person retains 215,340 shares including unvested RSUs, indicating alignment with company equity

Negative

  • None of the disclosed items appear materially adverse or unusual to investors

Insights

TL;DR: Routine tax-withholding on vested RSUs, not an open-market sale.

Withholding a small number of shares to cover tax obligations is a common administrative step when restricted stock units vest; the filing explicitly states the 38 shares were withheld and were not sold. This keeps the reporting officer compliant with Section 16 reporting requirements while preserving overall ownership.

The key near-term item to note is the reported 215,340 shares of beneficial ownership, which includes unvested RSUs; changes to vesting schedules or future withholdings could modestly change share count. Watch for subsequent Form 4s if larger sales or exercises occur over the next 12 months.

Insider RICHMOND DONALD P. II
Role CTO
Type Security Shares Price Value
Tax Withholding Common Stock 38 $32.25 $1K
Holdings After Transaction: Common Stock — 215,340 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*
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)
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 38(1) D $32.25 215,340(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 AEHR insider Donald P. Richmond II report on the Form 4?

He reported that 38 shares were withheld to satisfy tax withholding upon vesting of restricted stock units; the filing states this is not a sale.

When did the transaction occur for the withheld shares?

The transaction date listed is 10/02/2025 and the Form 4 was signed on 10/08/2025.

At what price were the withheld shares recorded?

The price shown for the withheld shares is $32.25.

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

The Form reports 215,340 shares beneficially owned following the reported transaction; the form notes this total includes unvested restricted stock units.

Does the Form 4 indicate a sale of shares by the insider?

No. The filing explicitly states the withholding of 38 shares was to satisfy tax obligations and does not represent a sale.