AEHR insider tax withholding of 439 RSU shares; substantial holdings remain

Rhea-AI Filing Summary

AEHR Test Systems (AEHR) reporting person Erickson Gayn, who serves as President, CEO and a director, reported a non‑derivative transaction dated 10/02/2025 where 439 shares of common stock were withheld to satisfy tax withholding on vested restricted stock units at a price of $32.25. After the withholding, the filing reports 269,153 shares directly beneficially owned and 291,628 shares indirectly beneficially owned through a trust, with the total reported position including unvested restricted stock units and restricted shares. The filing clarifies the withholding was not a sale by the reporting person and discloses the relationship to the issuer as Officer and Director.

Positive

• Transparent disclosure of tax withholding instead of an open‑market sale clarifies intent and maintains communication with investors
• Substantial retained ownership: reporting person still holds 269,153 direct shares and 291,628 indirect shares, including unvested awards

Negative

• Direct holdings decreased by 439 shares due to tax withholding on vested RSUs

Insights

Equity Compensation Analyst

Short tax withholding of vested RSUs reduced direct holdings; position largely unchanged.

The transaction shows 439 shares withheld to satisfy tax on vested restricted stock units rather than an open‑market sale, which is a routine administrative step in equity compensation plans. The report lists 269,153 directly owned shares and 291,628 indirectly held via trust, and notes unvested RSUs and restricted shares remain part of the reported position.

Key dependencies are the vesting schedule and future withholding events; investors may note the reporting person retains a substantial ownership stake. Monitor future Forms 4 for additional vesting, withholding, or open‑market transactions within the next vesting cycles.

Corporate Governance Expert

Filing indicates compliance with Section 16 reporting and clarifies the nature of the disposition.

The Form 4 records the transaction as a disposition coded F with an explanatory remark that shares were withheld for tax obligations on vesting. That language signals administrative compliance and avoids misinterpretation as a liquidity‑driven sale by management.

Governance implications are limited: ensure ongoing transparency by checking subsequent filings for any sales or additional vesting events tied to executive compensation; such filings typically occur around scheduled vesting 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
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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)
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		439(1)	D	$32.25	269,153(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	10/09/2025
	** 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 Erickson Gayn report on Form 4 for AEHR (AEHR)?

The Form 4 reports that 439 shares of common stock were withheld to satisfy tax withholding on vested restricted stock units; this was recorded as a disposition coded F.

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

The filing shows 269,153 shares directly beneficially owned and 291,628 shares indirectly beneficially owned via a trust, with unvested RSUs and restricted shares included in reported amounts.

Was the withheld share event a sale by the reporting person?

No. The filing explicitly states the 439 shares were withheld to satisfy tax withholding obligations upon vesting and did not represent a sale by the reporting person.

What is the transaction price shown for the withheld shares?

The Form 4 lists a price of $32.25 associated with the transaction reported as tax withholding.

What roles does the reporting person hold at AEHR?

The reporting person is identified as both a Director and an Officer (President and CEO).