AEHR Form 4: COO Reports RSU Tax Withholding, No Open-Market Sale

Rhea-AI Filing Summary

On July 11, 2025, Aehr Test Systems (ticker AEHR) Chief Operating Officer Adil Engineer filed a Form 4 reporting an administrative share disposition. The filing shows a Transaction Code "F," signifying that 580 common shares were automatically withheld at $14.11 each to cover tax obligations arising from the vesting of restricted stock units (RSUs). The aggregate value is roughly $8.2 thousand.

After the withholding, the executive continues to directly own 47,167 common shares, which includes unvested RSUs (as noted in footnote 2). No derivative securities were acquired or disposed of, and there were no open-market sales. Because the transaction is non-discretionary and involves a small share count relative to the officer’s total holdings, it is viewed as neutral in terms of market impact.

Positive

• Executive retains 47,167 AEHR shares, maintaining significant equity exposure and alignment with shareholder interests.

Negative

• 580 shares (≈$8k) were disposed of, although solely for tax withholding and not through an open-market sale.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding—580 shares withheld; 47,167 remain. Neutral signal with negligible impact on AEHR valuation.

The "F" code indicates mandatory share withholding to pay payroll taxes on vested RSUs, not an elective sale. The dollar value (≈$8k) and share count are immaterial relative to daily trading volume and the officer’s remaining stake. Because the COO retains a sizeable holding, the filing does not suggest bearish sentiment. Investors typically discount such events as housekeeping rather than directional insider trading. Overall, I classify the disclosure as not impactful for valuation or liquidity considerations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ENGINEER ADIL

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	580	$14.11	$8K

Holdings After Transaction: Common Stock — 47,167 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^*

ENGINEER ADIL

(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)
	Chief Operating Officer

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		580(1)	D	$14.11	47,167(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 transaction did AEHR's COO report on Form 4?

A tax-related share withholding of 580 common shares under Transaction Code "F."

How many AEHR shares were withheld and at what price?

The company withheld 580 shares at $14.11 each, totaling about $8.2 k.

How many AEHR shares does the COO now hold?

Following the transaction, the COO beneficially owns 47,167 common shares, including unvested RSUs.

Was this an open-market sale by the AEHR insider?

No. The "F" code denotes shares withheld for taxes; it was not an open-market sale.

Why is Transaction Code "F" important for investors?

It signals a non-discretionary tax withholding, typically viewed as neutral rather than a buy or sell signal.