AEHR (AEHR) CTO reports tax withholding on vested restricted stock

Rhea-AI Filing Summary

AEHR Test Systems CTO Donald P. Richmond II reported an automatic share withholding related to equity compensation. On 01/27/2026, 117 shares of common stock were withheld at $27.75 per share to cover tax obligations on vesting restricted stock units, which is not a market sale. Following this, he beneficially owned 213,217 shares directly, including shares subject to unvested restricted stock units.

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

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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^*

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)
01/27/2026

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	01/27/2026		F		117(1)	D	$27.75	213,217(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	01/27/2026
	** 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 insider transaction did AEHR CTO report on January 27, 2026?

The AEHR CTO reported tax-related share withholding, not an open-market sale. On 01/27/2026, 117 common shares were withheld at $27.75 per share to satisfy tax obligations from vesting restricted stock units, as disclosed in the Form 4 footnotes.

How many AEHR shares were withheld for taxes in this Form 4?

A total of 117 AEHR common shares were withheld for taxes. The Form 4 states these shares were retained by the company to satisfy tax withholding obligations arising from the vesting of restricted stock units and do not represent a sale by the reporting person.

Does the AEHR CTO’s Form 4 indicate a sale of shares?

No, the Form 4 specifies the transaction is not a sale. The filing explains the 117 shares were withheld solely to meet tax withholding obligations upon restricted stock unit vesting, and explicitly notes this does not represent a sale by the reporting person.

How many AEHR shares does the CTO beneficially own after this transaction?

After the transaction, the CTO beneficially owns 213,217 shares. The Form 4 states this amount includes shares underlying unvested restricted stock units, all reported as directly owned following the 117-share tax withholding on January 27, 2026.

What role does restricted stock play in the AEHR CTO’s ownership?

The CTO’s reported holdings include unvested restricted stock units. The Form 4 notes that the 213,217 beneficially owned shares encompass shares subject to unvested restricted stock units, indicating part of his equity stake is tied to ongoing vesting conditions.

What is transaction code “F” in the AEHR CTO’s Form 4 filing?

Code “F” reflects tax withholding related to equity vesting. The Form 4 uses transaction code F for the 117-share event, which the footnote explains as shares withheld to satisfy tax obligations from vesting restricted stock units, rather than a voluntary purchase or sale.