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Aehr Test Systems (AEHR) EVP adds ESPP shares and covers RSU taxes

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

Rhea-AI Filing Summary

Aehr Test Systems executive Vernon Rogers reported routine equity compensation activity. On April 1, he acquired 1,558 shares of common stock at $6.6725 per share through the company’s Amended and Restated 2006 Employee Stock Purchase Plan, described as a tax-conditioned plan under Section 423 of the Internal Revenue Code and exempt from Section 16 short-swing rules.

On April 2, 336 shares of common stock valued at $44.32 per share were withheld to cover tax obligations when restricted stock units vested, which the disclosure clarifies is not a sale by Rogers. After these transactions, he directly holds 178,428 shares, and the reported amount includes shares underlying unvested restricted stock units.

Positive

  • None.

Negative

  • None.
Insider ROGERS VERNON
Role Exec VP of Sales & Mktg.
Type Security Shares Price Value
Tax Withholding Common Stock 336 $44.32 $15K
Other Common Stock 1,558 $6.6725 $10K
Holdings After Transaction: Common Stock — 178,428 shares (Direct)
Footnotes (1)
  1. These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan, a "tax-conditioned plan" per Internal Revenue Code Section 423. This purchase is exempt from Section 16 of the Securities Exchange Act of 1934 regarding liabilities arising from six-month short-swing transactions in the Company's securities. 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.
Tax-withheld shares 336 shares at $44.32 Shares withheld for RSU tax obligations on April 2, 2026
ESPP shares acquired 1,558 shares at $6.6725 Other transaction via employee stock purchase plan on April 1, 2026
Shares held after tax withholding 178,428 shares Direct ownership following April 2, 2026 transaction, includes unvested RSUs
Tax withholding shares count 336 shares TaxWithholdingShares in transaction summary
Restructuring/other shares 1,558 shares RestructuringShares in transaction summary for code J
Amended and Restated 2006 Employee Stock Purchase Plan financial
"These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan"
tax-conditioned plan financial
"a "tax-conditioned plan" per Internal Revenue Code Section 423"
restricted stock units financial
"withheld to satisfy tax withholding obligations upon vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 16 regulatory
"This purchase is exempt from Section 16 of the Securities Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
short-swing transactions regulatory
"regarding liabilities arising from six-month short-swing transactions in the Company's securities"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94539
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AEHR TEST SYSTEMS [ AEHR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Exec VP of Sales & Mktg.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026J1,558(1)A$6.6725178,764D
Common Stock04/02/2026F336(2)D$44.32178,428(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares have been purchased through the Company's Amended and Restated 2006 Employee Stock Purchase Plan, a "tax-conditioned plan" per Internal Revenue Code Section 423. This purchase is exempt from Section 16 of the Securities Exchange Act of 1934 regarding liabilities arising from six-month short-swing transactions in the Company's securities.
2. 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.
3. The amount reported includes shares subject to unvested restricted stock units.
Remarks:
/s/Chris Siu, Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AEHR executive Vernon Rogers report?

Vernon Rogers reported two routine equity events: acquiring 1,558 AEHR common shares through the employee stock purchase plan, and 336 shares withheld to cover taxes on restricted stock unit vesting. The filing emphasizes the tax withholding is not a sale by Rogers.

How many AEHR shares does Vernon Rogers hold after these Form 4 transactions?

After the reported transactions, Vernon Rogers directly holds 178,428 AEHR common shares. The disclosure notes this amount also includes shares subject to unvested restricted stock units, meaning part of his position remains subject to future vesting conditions under the company’s equity compensation arrangements.

What is the nature of the AEHR employee stock purchase plan used in this filing?

The shares were acquired under Aehr Test Systems’ Amended and Restated 2006 Employee Stock Purchase Plan, described as a “tax-conditioned plan” under Internal Revenue Code Section 423. This structure provides favorable tax treatment and renders those purchases exempt from Section 16 short-swing profit liability rules.

Does the AEHR Form 4 show Vernon Rogers selling any shares on the market?

No open-market sales are reported. The 336 shares noted with code F were withheld solely to satisfy tax obligations upon vesting of restricted stock units. The filing explicitly states this tax withholding “does not represent a sale” by Vernon Rogers in the company’s common stock.

What do the tax withholding shares in the AEHR Form 4 represent?

The 336 AEHR shares reported with transaction code F were withheld to cover income tax obligations when restricted stock units vested. This is an administrative method for paying taxes in shares rather than cash and is not considered an open-market sale by the reporting person.

How large were the equity plan transactions for AEHR relative to Vernon Rogers’ holdings?

Rogers acquired 1,558 shares via the employee stock purchase plan and had 336 shares withheld for taxes, compared with 178,428 shares held afterward. This indicates the transactions are small, routine adjustments within a substantially larger ongoing equity position in Aehr Test Systems.