SEC Form 10-Q filed by Aehr Test Systems

4/8/26 4:05:29 PM ET

$AEHR

Electrical Products

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aehr_10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended February 27, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _______________ to ______________

Commission File Number 000-22893

AEHR TEST SYSTEMS

(Exact name of Registrant as Specified in its Charter)

California		94-2424084
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

400 Kato Terrace, Fremont, CA		94539
(Address of Principal Executive Offices)		(Zip Code)

(510) 623-9400

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock par value of $0.01 per share	AEHR	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 31,453,254 shares of the Registrant’s Common Stock outstanding as of April 1, 2026.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		25
Item 4. Controls and Procedures		25
PART II OTHER INFORMATION
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
SIGNATURES		28

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	February 27,			May 30,
(In thousands, except par value)	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	36,911		$	24,529
Accounts receivable		11,808			14,191
Inventories		41,162			41,997
Prepaid expenses and other current assets		6,019			8,061
Total current assets		95,900			88,778
Property and equipment, net		9,277			8,969
Goodwill		10,719			10,719
Intangible assets, net		9,847			10,781
Deferred tax assets, net		21,883			19,114
Operating lease right-of-use assets, net		9,089			9,601
Other non-current assets		331			546
Total assets	$	157,046		$	148,508
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,103		$	6,728
Accrued expenses and other current liabilities		4,176			6,020
Operating lease liabilities, short-term		606			909
Deferred revenue, short-term		1,857			1,981
Total current liabilities		8,742			15,638
Operating lease liabilities, long-term		9,419			9,921
Deferred revenue, long-term		53			36
Other long-term liabilities		40			42
Total liabilities		18,254			25,637
Commitments and contingencies (Note 6)
Shareholders’ equity:
Preferred stock, $0.01 par value: Authorized: 10,000 shares;
Issued and outstanding: none		-			-
Common stock, $0.01 par value: Authorized: 75,000 shares;
Issued and outstanding: 30,954 shares and 29,877 shares at February 27, 2026 and May 30, 2025, respectively		310			299
Additional paid-in capital		170,143			145,758
Accumulated other comprehensive loss		(84	)		(126	)
Accumulated deficit		(31,577	)		(23,060	)
Total shareholders' equity		138,792			122,871
Total liabilities and shareholders’ equity	$	157,046		$	148,508

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
(In thousands, except par value)	2026			2025			2026			2025
Revenue	$	10,313		$	18,307		$	31,166		$	44,879
Cost of revenue		6,945			11,124			21,534			25,218
Gross profit		3,368			7,183			9,632			19,661
Operating expenses:
Research and development		3,167			3,140			8,988			7,777
Selling, general and administrative		4,430			5,162			13,581			14,357
Restructuring charges		-			-			6			-
Total operating expenses		7,597			8,302			22,575			22,134
Loss from operations		(4,229	)		(1,119	)		(12,943	)		(2,473	)
Interest income, net		240			270			613			1,179
Other income (expense), net		(12	)		(25	)		1,049			(11	)
Loss before income tax benefit		(4,001	)		(874	)		(11,281	)		(1,305	)
Income tax benefit		(798	)		(231	)		(2,764	)		(294	)
Net loss	$	(3,203	)	$	(643	)	$	(8,517	)	$	(1,011	)

Net loss per share:
Basic	$	(0.10	)	$	(0.02	)	$	(0.28	)	$	(0.03	)
Diluted	$	(0.10	)	$	(0.02	)	$	(0.28	)	$	(0.03	)
Shares used in per share calculations:
Basic		30,695			29,733			30,265			29,500
Diluted		30,695			29,733			30,265			29,500

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
(In thousands)	2026			2025			2026			2025
Net loss	$	(3,203	)	$	(643	)	$	(8,517	)	$	(1,011	)
Other comprehensive income (loss), net of tax:
Net change in cumulative translation adjustment		26			10			42			(23	)
Comprehensive loss	$	(3,177	)	$	(633	)	$	(8,475	)	$	(1,034	)

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

										Accumulated
							Additional			Other						Total
	Common Stock						Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount			Capital			Loss			Deficit			Equity
Three Months Ended February 27, 2026
Balances, November 28, 2025		30,624		$	306		$	158,954		$	(110	)	$	(28,374	)	$	130,776
Issuance of common stock in public offering		269			3			10,220			-			-			10,223
Issuance of common stock under employee plans		79			1			57			-			-			58
Shares repurchased for tax withholdings on vesting of restricted stock units		(18	)		-			(453	)		-			-			(453	)
Stock-based compensation		-			-			1,365			-			-			1,365
Net loss		-			-			-			-			(3,203	)		(3,203	)
Foreign currency translation adjustment		-			-			-			26			-			26
Balances, February 27, 2026		30,954		$	310		$	170,143		$	(84	)	$	(31,577	)	$	138,792

										Accumulated
							Additional			Other						Total
	Common Stock						Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount			Capital			Loss			Deficit			Equity
Nine Months Ended February 27, 2026
Balances, May 30, 2025		29,877		$	299		$	145,758		$	(126	)	$	(23,060	)	$	122,871
Issuance of common stock in public offering		653			7			19,588			-			-			19,595
Issuance of common stock under employee plans		482			5			1,120			-			-			1,125
Shares repurchased for tax withholdings on vesting of restricted stock units		(58	)		(1	)		(1,272	)		-			-			(1,273	)
Stock-based compensation		-			-			4,949			-			-			4,949
Net loss		-			-			-			-			(8,517	)		(8,517	)
Foreign currency translation adjustment		-			-			-			42			-			42
Balances, February 27, 2026		30,954		$	310		$	170,143		$	(84	)	$	(31,577	)	$	138,792

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Three Months Ended February 28, 2025
Balances, November 29, 2024		29,709		$	297	$	142,593		$	(191	)	$	(19,518	)	$	123,181
Issuance of common stock under employee plans		83			1		62			-			-			63
Shares repurchased for tax withholdings on vesting of restricted stock units		(22	)		-		(177	)		-			-			(177	)
Stock-based compensation		-			-		1,776			-			-			1,776
Net loss		-			-		-			-			(643	)		(643	)
Foreign currency translation adjustment		-			-		-			10			-			10
Balances, February 28, 2025		29,770		$	298	$	144,254		$	(181	)	$	(20,161	)	$	124,210

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Nine Months Ended February 28, 2025
Balances, May 31, 2024		28,995		$	289	$	130,612		$	(158	)	$	(19,150	)	$	111,593
Issuance of common stock for business acquisition		552			6		9,375			-			-			9,381
Issuance of common stock under employee plans		267			3		891			-			-			894
Shares repurchased for tax withholdings on vesting of restricted stock units		(44	)		-		(520	)		-			-			(520	)
Stock-based compensation		-			-		3,896			-			-			3,896
Net loss		-			-		-			-			(1,011	)		(1,011	)
Foreign currency translation adjustment		-			-		-			(23	)		-			(23	)
Balances, February 28, 2025		29,770		$	298	$	144,254		$	(181	)	$	(20,161	)	$	124,210

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Nine Months Ended
	February 27,			February 28,
(In thousands)	2026			2025
Cash flows from operating activities:
Net loss	$	(8,517	)	$	(1,011	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		4,896			3,741
Depreciation and amortization		2,110			1,573
Deferred income taxes		(2,769	)		(293	)
Amortization of operating lease right-of-use assets		543			795
Changes in operating assets and liabilities:
Accounts receivable		2,387			(962	)
Inventories		203			(2,211	)
Prepaid expenses and other assets		457			(4,831	)
Accounts payable		(3,476	)		139
Accrued expenses		(38	)		(515	)
Deferred revenue		(108	)		(1,004	)
Operating lease liabilities		(836	)		(470	)
Income taxes payable		6			(49	)
Net cash used in operating activities		(5,142	)		(5,098	)

Cash flows from investing activities:
Purchases of property and equipment		(1,932	)		(2,174	)
Payments for business acquisition, net of cash and cash equivalents acquired		(1,801	)		(11,075	)
Net cash used in investing activities		(3,733	)		(13,249	)

Cash flows from financing activities:
Proceeds from issuance of common stock from public offering, net of issuance costs		19,595			-
Proceeds from issuance of common stock under employee plans		1,125			894
Shares repurchased for tax withholdings on vesting of restricted stock units		(1,273	)		(520	)
Net cash provided by financing activities		19,447			374

Effect of exchange rate changes on cash, cash equivalents and restricted cash		9			25

Net increase (decrease) in cash, cash equivalents and restricted cash		10,581			(17,948	)

Cash, cash equivalents and restricted cash, beginning of period⁽¹⁾		26,480			49,309
Cash, cash equivalents and restricted cash, end of period ⁽¹⁾	$	37,061		$	31,361

Supplemental disclosure of non-cash flow information:
Net transfer of equipment between inventory and property and equipment	$	686		$	334

(1)

Includes restricted cash within prepaid expenses and other current assets and other non-current assets.

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Aehr Test Systems (the “Company”) was incorporated in California in May 1977 and develops and manufactures test and burn-in equipment used in the semiconductor industry. The Company’s principal products are the FOX-XP, FOX-NP, and FOX-CP wafer contact and singulated die/module parallel test and burn-in systems, the Sonoma, Tahoe and Echo packaged parts burn-in products, the WaferPak full wafer contactor, the DiePak carrier, the WaferPak aligner, the DiePak autoloader, and test fixtures.

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, the unaudited Condensed Consolidated Financial Statements do not include certain information and footnote disclosures normally included in the annual consolidated financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements for the interim periods presented have been prepared on a basis consistent with the May 30, 2025 audited Consolidated Financial Statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial position and results of operations as of and for such periods indicated. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended May 30, 2025.

Principles of Consolidation

The Company’s Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all significant intercompany accounts and transactions have been eliminated upon consolidation.

Critical Accounting Policies and use of Estimates

The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 30, 2025. There have been no significant changes to the Company’s critical accounting policies during the nine months ended February 27, 2026. However, the Company has expanded the discussion below regarding income taxes to provide additional information about the judgments and estimates involved in assessing the realizability of deferred tax assets. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates in these Condensed Consolidated Financial Statements include valuation of inventory at the lower of cost or net realizable value, valuation of intangible assets and impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Income Taxes

The Company recognizes deferred tax assets (“DTAs”) for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards to the extent management concludes it is more likely than not that such DTAs will be realized. The Company’s DTAs relate solely to U.S. federal and state income taxes. At each reporting date, management evaluates the realizability of the Company’s DTAs and records a valuation allowance when, based on all available evidence, management concludes that it is not more likely than not that some portion or all of the Company’s DTAs will be realized.

This assessment requires significant judgment because it involves weighing both positive and negative evidence, with the most objective evidence generally carrying the greatest weight. In making this determination, the Company considers, among other factors: (i) recent operating results and cumulative pretax income (loss) in the United States; (ii) the duration and severity of any recent losses; (iii) projections of future taxable income based on operating plans (including expected revenues, margins, and cost structure); (iv) the availability and feasibility of tax planning strategies; and (v) the expected utilization periods and limitations applicable to carryforwards.

During fiscal 2024, the Company released a valuation allowance of $21.9 million after concluding that it was more likely than not that its U.S. DTAs would be realized. However, because the Company incurred pretax losses in fiscal 2025, and losses continued through the nine months ended February 27, 2026, management continues to reassess at each reporting date whether sufficient positive evidence exists to support realization of the U.S. DTAs. This reassessment places increased emphasis on the evaluation of recent operating performance and the Company’s forecast of future taxable income, including the extent to which recent losses are expected to be temporary versus indicative of a sustained trend.

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If actual results differ from current estimates, if assumptions underlying the Company’s forecast of future taxable income change, or if negative evidence (including sustained losses) outweighs positive evidence, the Company may be required to record an additional valuation allowance or adjust an existing valuation allowance. Any such change could have a material impact on the Company’s income tax provision and results of operations in the period of the change.

Concentration of Credit Risk

Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. The Company had revenues from individual customers in excess of 10% of total revenues as follows:

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
	2026			2025			2026			2025

Customer A		42.1	%	*				32.7	%	*
Customer B		10.5	%		46.6	%	*				19.9	%
Customer C	*				15.6	%	*			*
Customer D	*			*				15.9	%	*
Customer E	*				11.9	%	*				45.3	%
Customer F	*				11.7	%	*			*

* Amount was less than 10% of total revenues

The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:

	February 27,			May 30,
	2026			2025

Customer A		36.8	%		17.1	%
Customer C		10.5	%		26.2	%
Customer E	*				12.0	%
Customer F	*				17.2	%

* Amount was less than 10% of total gross accounts receivable

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the United States and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update to improve income statement expenses disclosures. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. This ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for periods in which financial statements have not yet been issued or made ready for issuance on a prospective basis. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.

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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies certain interim reporting requirements, including the applicability of interim reporting guidance and the form and content of interim financial statements. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.

2. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its cash equivalents and money market funds at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

Level 3 — Unobservable inputs that are supported by little or no market activities.

The following table represents the Company’s assets measured at fair value on a recurring basis as of February 27, 2026, and the basis for that measurement:

	Balance as of
(In thousands)	February 27, 2026		Level 1		Level 2		Level 3
Money market funds	$	34,413	$	34,413	$	-	$	-
Total	$	34,413	$	34,413	$	-	$	-

The following table represents the Company’s assets measured at fair value on a recurring basis as of May 30, 2025, and the basis for that measurement:

	Balance as of
(In thousands)	May 30, 2025		Level 1		Level 2		Level 3
Money market funds	$	21,461	$	21,461	$	-	$	-
Total	$	21,461	$	21,461	$	-	$	-

As of February 27, 2026 and May 30, 2025, restricted cash of $0.2 million representing a security deposit for the Company’s United States manufacturing and office space lease was included in money market funds. There were no financial liabilities measured at fair value as of February 27, 2026 and May 30, 2025. There were no transfers between Level 1 and Level 2 fair value measurements during the nine months ended February 27, 2026. The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable and certain other accrued liabilities, approximate fair value due to their short maturity.

3. BALANCE SHEET INFORMATION

Inventories

Inventories consisted of the following:

	February 27,		May 30,
(In thousands)	2026		2025
Raw materials and sub-assemblies	$	31,106	$	30,644
Work in process		9,367		9,263
Finished goods		689		2,090
	$	41,162	$	41,997

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Property and equipment

Property and equipment, net consisted of the following:

	Useful life	February 27,			May 30,
(In thousands)	(in years)	2026			2025
Leasehold improvements	*	$	6,102		$	5,999
Machinery and equipment	3 - 5		3,875			3,846
Test equipment	4 - 5		2,901			2,898
Furniture and fixtures	2 - 10		1,510			1,331
Construction-in-process			1,482			362
			15,870			14,436
Less: accumulated depreciation			(6,593	)		(5,467	)
		$	9,277		$	8,969

* Lesser of estimated useful life or lease term.

Depreciation expense was $0.4 million and $1.1 million for the three and nine months ended February 27, 2026, respectively. Depreciation expense was $0.2 million and $0.6 million for the three and nine months ended February 28, 2025, respectively.

Product warranties

The Company provides for the estimated cost of product warranties at the time revenues are recognized on the products shipped. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required. The standard warranty period is one year for systems and ninety days for parts and service.

The following is a summary of changes in the Company's liability for product warranties during the three and nine months ended February 27, 2026 and February 28, 2025:

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
(In thousands)	2026			2025			2026			2025
Balance at the beginning of the period	$	549		$	358		$	428		$	234
Accruals for warranties issued during the period		167			158			480			466
Warranties acquired through business combination		-			-			-			144
Consumption of reserves		(319	)		(184	)		(920	)		(512	)
Adjustments to previously existing warranty accruals		150			-			559			-
Balance at the end of the period	$	547		$	332		$	547		$	332

Adjustments to previously existing warranty accruals represent changes in estimates based on updated information regarding historical warranty experience and expected future claims. The accrued warranty balance is included in accrued expenses on the accompanying Condensed Consolidated Balance Sheets.

Deferred revenue

Deferred revenue, short-term consisted of the following:

	February 27,		May 30,
(In thousands)	2026		2025
Customer deposits	$	1,720	$	1,802
Deferred revenue		137		179
	$	1,857	$	1,981

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4. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

There were no impairments to goodwill during the three and nine months ended February 27, 2026 and the three and nine months ended February 28, 2025.

Purchased Intangible Assets

The Company’s purchased intangible assets, net, were as follows:

	February 27, 2026							May 30, 2025
(In thousands)			Accumulated							Accumulated
Finite-lived intangible assets:	Gross		Amortization			Net		Gross		Amortization			Net
Developed technology	$	9,130	$	(1,205	)	$	7,925	$	9,130	$	(634	)	$	8,496
Trade names		1,050		(166	)		884		1,050		(88	)		962
Customer relationships		810		(117	)		693		810		(61	)		749
Non-compete agreements and others		1,010		(665	)		345		1,010		(436	)		574
Total	$	12,000	$	(2,153	)	$	9,847	$	12,000	$	(1,219	)	$	10,781

Amortization expense related to purchased intangible assets with finite lives was $0.3 million and $0.9 million for the three and nine months ended February 27, 2026, respectively. Amortization expense was $0.4 million and $0.9 million for the three and nine months ended February 28, 2025, respectively. There were no impairments to purchased intangible assets during the three and nine months ended February 27, 2026 and the three and nine months ended February 28, 2025.

As of February 27, 2026, the estimated future amortization expense of purchased intangible assets with finite lives is as follows:

(In thousands)	Amount
Remainder of 2026	$	295
2027		1,183
2028		981
2029		939
2030		939
2031		939
Thereafter		4,571
Total	$	9,847

5. INCOME TAXES

The following table provides details of income taxes:

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
(In thousands)	2026			2025			2026			2025
Loss before income tax benefit	$	(4,001	)	$	(874	)	$	(11,281	)	$	(1,305	)
Income tax benefit	$	(798	)	$	(231	)	$	(2,764	)	$	(294	)
Effective tax rate		19.9	%		26.4	%		24.5	%		22.5	%

The Company’s effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to the tax deduction from stock-based compensation. During interim periods, tax expenses are recorded for jurisdictions that are anticipated to be profitable for fiscal 2026.

The provision for income taxes for interim periods is based on the Company’s estimated annual effective tax rate. For the three and nine months ended February 27, 2026 and the three and nine months ended February 28, 2025, the Company recognized income tax benefits primarily related to quarter-to-date and year-to-date losses in the United States.

The Company accounts for uncertain tax positions consistent with authoritative guidance. The guidance prescribes a “more likely than not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes.

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6. COMMITMENTS AND CONTINGENCIES

Purchase Obligations

The Company has purchase obligations to certain suppliers. In some cases, the products the Company purchases are unique and have provisions against cancellation of the order.

Contingencies

The Company may, from time to time, be involved in legal proceedings arising in the ordinary course of business. While there can be no assurances as to the ultimate outcome of any litigation involving the Company, management does not believe any pending legal proceedings will result in judgment or settlement that will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

On December 3, 2024, a putative shareholder class action lawsuit captioned Lucid Alternative Fund, LP v. Aehr Test Systems, Inc. was filed in the United States District Court for the Northern District of California against the Company. The lawsuit alleged, in part, that the Company and certain of its executives made materially false and misleading statements regarding the Company’s earnings guidance and other financial projections for 2024. The lawsuit sought unspecified monetary damages and purported to represent purchasers of the Company’s securities between January 9, 2024 and March 24, 2024. On February 3, 2025, Lucid and individual investor Yue Guo each filed motions requesting appointment as lead plaintiff. On March 19, 2025, the court appointed Yue Guo, who was represented by Rosen Law, as lead plaintiff in the shareholder class action. On April 4, 2025, the court ordered lead plaintiff to file an amended complaint or designate the existing complaint as operative by May 16, 2025; defendants to file their anticipated motion to dismiss by June 6, 2025; lead plaintiff to respond to the motion by June 27, 2025; and defendants to reply by July 11, 2025. The court scheduled a hearing on defendants’ motion to dismiss for August 8, 2025. On May 16, 2025, the court-appointed lead plaintiff elected to dismiss the case voluntarily, with all parties to bear their own fees and costs. The Court subsequently closed the case. Additionally, two shareholder derivative complaints were filed, alleging breaches of fiduciary duties and other misconduct by certain directors and officers of the Company. The derivative complaints were consolidated before the same judge as the putative shareholder class action lawsuit under the caption In re Aehr Test Systems, Inc. Stockholder Derivative Litigation, No. 3:24-cv-09236-SI. On April 28, 2025, the court entered an order staying the consolidated action pending resolution of any motion(s) to dismiss, including any related appeal(s), in the Lucid litigation. On June 9, 2025, the court dismissed the derivative action without prejudice pursuant to the parties’ stipulation. The Company believes the claims in all three lawsuits were without merit. Following the voluntary dismissal of the shareholder class action and the court’s dismissal of the consolidated derivative action, no related proceedings are currently pending.

On October 16, 2024, the Company filed a complaint with the China Suzhou Intermediate Court to protect its intellectual property rights in China against Suzhou Semight Instruments Co., Ltd. (“Semight”) and its related entities and/or distributors, alleging infringement of the Company’s two patents related to wafer burn-in systems and wafer reliability test systems. The Company is seeking injunctive relief and damage compensation, claiming that Semight’s actions have infringed upon its intellectual property rights and caused substantial harm to its business. The Company believes its claims are valid and is vigorously pursuing its legal remedies. At this stage, the outcome of the litigation is uncertain, and the Company is unable to predict the likelihood of success or estimate the potential financial impact, if any, on its condensed consolidated financial statements. The Company has also incurred and expects to continue to incur legal expenses related to this matter. On November 15 and December 6, 2024, Semight filed a petition for invalidation to the two aforementioned Chinese patents with the Department of National Intellectual Properties in Beijing, respectively. The oral hearings for both of the patents have been held, and the decision has been issued for both patents that upholds part of the claims. In addition, the Company received a suspension ruling from Suzhou Intermediate People’s Court on the infringement proceedings, pending the outcome of the validity rulings. With both patents having been upheld, the suspended infringement proceedings have resumed. The hearing for the divisional patent was held on August 28, 2025, and the hearing for the parent patent was held on October 17, 2025. In December 2025, the Company received a first-instance judgment from the Suzhou Intermediate People’s Court with respect to the infringement cases, which dismissed the Company’s claims based on the court’s opinion that there was insufficient evidence to establish infringement. The Company filed the appeals for both cases on January 4, 2026. On January 27, 2026, Semight filed another petition for invalidation of one of the two aforementioned Chinese patents with the Department of National Intellectual Properties in Beijing.

In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, with respect to certain matters, for example, including against losses arising from a breach of representations or covenants, or from intellectual property infringement or other claims. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents.

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, payments made by the Company under these agreements have not had a material impact on the Company’s operating results, financial position or cash flow.

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7. SHAREHOLDERS’ EQUITY

On October 15, 2024, the Board of Directors authorized management to execute a $100 million shelf registration, and a Registration Statement on Form S-3 was filed with the SEC. Additionally, a Prospectus Supplement for sales of $40 million of common stock pursuant to an ATM offering program was subsequently filed on October 29, 2024. In November 2025, the Company sold 384,380 shares of common stock at an average selling price of $25.89 per share. The gross proceeds to the Company were approximately $10.0 million, before commission fees of $0.3 million and offering expenses of $0.3 million. In February 2026, the Company sold 269,439 shares of common stock at an average selling price of $39.20 per share. The gross proceeds to the Company were approximately $10.5 million, before commission fees of $0.3 million and offering expenses of $49,000. As of February 27, 2026, the remaining amount of the ATM offering program was approximately $19.5 million.

Subsequent to February 27, 2026, the Company sold an additional 476,649 shares of common stock at an average selling price of $40.88 per share. The gross proceeds to the Company were approximately $19.5 million, before commission fees of $0.5 million. The March 2026 sales fully utilized the remaining capacity under the current ATM offering program.

8. REVENUE

Revenue recognition

The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.

Performance obligations include sales of systems, contactors, spare parts, as well as installation and training services included in customer contracts. A contract’s transaction price is allocated to each distinct performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company generally does not grant return privileges, except for defective products during the warranty period.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis. Standalone selling prices are based on multiple factors including, but not limited to historical discounting trends for products and services and pricing practices in different geographies. Revenue for systems and spares is recognized at a point in time, which is generally upon shipment or delivery and evidenced by transfer of title and risk of loss to the customer. Revenue from services is recognized over time as the customer receives the benefit over the contractual period of generally one year or less.

The Company has elected the practical expedient to not assess whether a contract has a significant financing component as the Company’s standard payment terms are less than one year.

The Company sells its products primarily through a direct sales force. In certain international markets, the Company sells its products through independent distributors.

Disaggregation of revenue

The following presents information about the Company’s net revenues in different geographic areas, which are based upon ship-to locations, and by product category:

	Three Months Ended				Nine Months Ended
	February 27,		February 28,		February 27,		February 28,
(In thousands)	2026		2025		2026		2025
Asia	$	5,552	$	5,472	$	15,645	$	27,875
United States		2,733		10,560		9,487		14,544
Europe and Middle East		2,028		2,275		6,034		2,460
	$	10,313	$	18,307	$	31,166	$	44,879

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	Three Months Ended				Nine Months Ended
	February 27,		February 28,		February 27,		February 28,
(In thousands)	2026		2025		2026		2025
Systems	$	5,782	$	10,744	$	17,521	$	14,214
Contactors		3,003		5,937		9,060		26,606
Services		1,528		1,626		4,585		4,059
	$	10,313	$	18,307	$	31,166	$	44,879

With the exception of the amount of service contracts and extended warranties, the Company’s product net revenues are recognized at a point in time when control transfers to the customer. The following presents net revenues based on timing of recognition:

	Three Months Ended				Nine Months Ended
	February 27,		February 28,		February 27,		February 28,
(In thousands)	2026		2025		2026		2025
Timing of revenue recognition:
Products and services transferred at a point in time	$	9,475	$	18,067	$	28,848	$	44,215
Services transferred over time		838		240		2,318		664
	$	10,313	$	18,307	$	31,166	$	44,879

Contract balances

Accounts receivable is recognized in the period the Company delivers goods or provides services and when the Company’s right to payment is unconditional. Contract assets include unbilled receivables which represent revenues that are earned in advance of scheduled billings to customers. These amounts are primarily related to product sales where transfer of control has occurred but the Company has not yet invoiced. As of February 27, 2026 and May 30, 2025, unbilled receivables were $1.9 million and $3.6 million, respectively, and were included in prepaid expenses and other current assets on the accompanying Condensed Consolidated Balance Sheets.

Contract liabilities include payments received in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities as of February 27, 2026 and May 30, 2025 were $1.9 million and $2.0 million, respectively, and were included in deferred revenue, short-term and deferred revenue, long-term on the accompanying Condensed Consolidated Balance Sheets. During the three and nine months ended February 27, 2026, the Company recognized $0.1 million and $1.8 million in revenue, respectively, which were included in contract liabilities as of May 30, 2025.

Remaining performance obligations

As of February 27, 2026, the remaining performance obligations, exclusive of customer deposits, which were comprised of deferred service contracts and extended warranty contracts not yet delivered, are not material. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less and excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Costs to obtain or fulfill a contract

The Company generally expenses sales commissions when incurred as a component of selling, general and administrative expenses as the amortization period is typically less than one year. Additionally, the majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory and fixed assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of the Company’s products and their respective manufacturing process.

9. STOCK-BASED COMPENSATION

Stock-based compensation expense consists of expenses for stock options, restricted stock units (“RSUs”), performance RSUs (“PRSUs”), restricted shares, performance restricted shares and employee stock purchase plan (“ESPP”) purchase rights. Stock-based compensation expense for stock options and ESPP purchase rights is measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of publicly traded options. For RSUs, PRSUs, restricted shares and performance restricted shares, stock-based compensation expense is based on the fair value of the Company’s common stock at the grant date and is recognized as expense over the employee’s requisite service period. All of the Company’s stock-based compensation is accounted for as equity instruments. See Note 12 in the Company’s Annual Report on Form 10-K for fiscal 2025 filed on July 28, 2025 for further information regarding the equity incentive plans and the ESPP.

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The following table summarizes the stock-based compensation expense for the three and nine months ended February 27, 2026 and February 28, 2025:

	Three Months Ended				Nine Months Ended
	February 27,		February 28,		February 27,		February 28,
(In thousands)	2026		2025		2026		2025
Cost of sales	$	202	$	218	$	576	$	380
Research and development		306		690		1,051		1,176
Selling, general and administrative		876		888		3,269		2,185
	$	1,384	$	1,796	$	4,896	$	3,741

As of February 27, 2026 and May 30, 2025, stock-based compensation expense capitalized in inventory was $0.3 million.

The Company’s nonvested RSU, PRSU and restricted shares activities during the nine months ended February 27, 2026 were as follows:

				Weighted
				Average Grant
				Date Fair
	Shares			Value
	(in thousands)			Per Share
Unvested, May 30, 2025		664		$	16.89
Granted (1)		529			15.13
Vested		(61	)		14.81
Forfeited		(4	)		17.54
Unvested, August 29, 2025		1,128			16.18
Granted		1			27.42
Vested		(76	)		15.59
Forfeited		(1	)		16.45
Unvested, November 28, 2025		1,052			16.24
Granted		1			23.49
Vested		(64	)		15.29
Forfeited		(3	)		17.13
Unvested, February 27, 2026		986		$	16.30

(1)

Includes 241,000 shares of performance-based awards, of which approximately 70,000 shares of performance-based awards have target achievement goals whereby the grantee can earn up to 200% of the original award (up to 141,000 shares) if the maximum target goals are met. The remaining awards are earned at 100% if the target goals are achieved.

There were no options granted during the three and nine months ended February 27, 2026 and February 28, 2025.

During the nine months ended February 27, 2026 and February 28, 2025, the Company issued 67,000 and 41,000 shares, respectively, under the ESPP. As of February 27, 2026 and February 28, 2025, there were 443,000 and 285,000 shares, respectively, available for issuance under the ESPP.

On October 20, 2025, the Company’s shareholders approved amendments to the 2023 Equity Incentive Plan and the Amended and Restated 2006 Employee Stock Purchase Plan to increase the share reserves by 2,500,000 shares and 300,000 shares, respectively. The additional shares became available for future issuance upon shareholder approval.

10. RESTRUCTURING CHARGES

During the three months ended May 30, 2025, the Company initiated a restructuring plan to consolidate facilities and optimize cost structure in order to more effectively support the Company’s long-term strategic objectives. Restructuring charges relate to impairment of long-lived assets that will no longer be used in operations, including right-of-use assets and facility-related property, contract termination costs and facility exit-related costs. During the three months ended November 28, 2025, the Company entered into a lease termination agreement with the landlord and paid a termination fee of $0.2 million and was released from its remaining lease obligation. Consequently, the Company recognized a credit to the restructuring charge of $0.2 million during the period. There were no additional charges incurred during the three months ended February 27, 2026, and there was no restructuring liability outstanding as of February 27, 2026.

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Separately, the Company implemented a workforce reduction to align resources with its business needs in the three months ended August 29, 2025. The Company recorded $0.2 million of restructuring charges in the Condensed Consolidated Statements of Operations during the three months ended August 29, 2025, primarily related to employee termination benefits. There were no additional charges incurred related to this reduction during the three months ended February 27, 2026. No restructuring liability remained as of February 27, 2026, related to this initiative.

There were no restructuring charges during the three and nine months ended February 28, 2025.

11. EMPLOYEE RETENTION CREDIT

The Company filed claims for the Employee Retention Credit (“ERC”) with the Internal Revenue Service in February 2024 under the provisions of the Coronavirus Aid, Relief, and Economic Security Act, as amended. During the three months ended August 29, 2025, the Company received a refund of approximately $1.3 million, which was recognized as other income in the Condensed Consolidated Statements of Operations.

In connection with filing the ERC claims, the Company engaged a third-party service provider under a contingent-fee arrangement. As a result, the Company incurred a service fee of approximately $0.3 million, which was recorded in other expense in the Condensed Consolidated Statements of Operations during the three months ended August 29, 2025.

There was no additional ERC-related activity during the three months ended February 27, 2026.

12. NET LOSS PER SHARE

Basic net loss per share is determined using the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined using the weighted average number of common shares and potential common shares (representing the hypothetical number of incremental shares issuable under the assumed exercise of outstanding stock options, and vesting of outstanding RSUs and ESPP shares) during the period using the treasury stock method. The calculation of dilutive shares outstanding excludes securities that would have an antidilutive effect on net loss per share.

The following table presents the computation of basic and diluted net loss per share:

	Three Months Ended						Nine Months Ended
	February 27,			February 28,			February 27,			February 28,
(In thousands, except per share data)	2026			2025			2026			2025
Numerator:
Net loss	$	(3,203	)	$	(643	)	$	(8,517	)	$	(1,011	)
Denominator:
Basic weighted average shares outstanding		30,695			29,733			30,265			29,500
Dilutive effect of common equivalent shares outstanding		-			-			-			-
Diluted weighted average shares outstanding		30,695			29,733			30,265			29,500

Net loss per share - Basic	$	(0.10	)	$	(0.02	)	$	(0.28	)	$	(0.03	)
Net loss per share - Diluted	$	(0.10	)	$	(0.02	)	$	(0.28	)	$	(0.03	)

Antidilutive employee share-based awards, excluded		1,723			1,693			1,847			1,646

13. SEGMENT AND CONCENTRATION INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions and assessing financial performance. Accordingly, the Company considers itself to be in one operating segment.

Property and equipment, net by geographic area are as follows:

	February 27,		May 30,
(In thousands)	2026		2025
United States	$	9,238	$	8,892
International		39		77
Total property and equipment, net	$	9,277	$	8,969

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact may be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”, “target” or “continue,” the negative effect of terms like these or other similar expressions. Any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries, which may be provided by us are also forward-looking statements. These forward-looking statements are only predictions. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those anticipated or projected. All forward-looking statements included in this document are based on information available to us on the date of filing and we further caution investors that our business and financial performance are subject to substantial risks and uncertainties. We assume no obligation to update any such forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risk factors set forth in Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended May 30, 2025, filed with the Securities and Exchange Commission on July 28, 2025. All references to “we”, “us”, “our”, “Aehr Test”, “Aehr Test Systems” or the “Company” refer to Aehr Test Systems.

Overview

We are a leading provider of test solutions for testing, burning-in, and stabilizing semiconductor devices in wafer level, singulated die, and package part form, and have installed thousands of systems worldwide. The rapid advancement of generative artificial intelligence (AI) and the accelerating electrification of transportation and global infrastructure represent two of the most significant macro-trends impacting the semiconductor industry today. These transformative forces are driving enormous growth in semiconductor demand while fundamentally increasing the performance, reliability, safety, and security requirements of the devices used across computing and data infrastructure, telecommunications networks, hard disk drive and solid-state storage solutions, electric vehicles, charging systems, and renewable energy generation. As these applications operate at ever-higher power levels and in increasingly mission-critical environments, the need for comprehensive test and burn-in has become more essential than ever. Semiconductor manufacturers are turning to advanced wafer-level and package-level burn-in systems to screen for early-life failures, validate long-term reliability, and ensure consistent performance under extreme electrical and thermal stress. This growing emphasis on reliability testing reflects a fundamental shift in the industry—from simply achieving functionality to guaranteeing dependable operation throughout a product’s lifetime, a requirement that continues to expand alongside the scale and complexity of next-generation semiconductor devices.

We have developed and introduced several innovative products including the FOX-P family of test and burn-in systems and FOX WaferPak Aligner, FOX WaferPak Contactor, FOX DiePak Carrier and FOX DiePak Loader. The FOX-XP and FOX-NP systems are full wafer contact and singulated die/module test and burn-in systems that can test, burn-in, and stabilize a wide range of devices such as leading-edge silicon carbide-based and other power semiconductors, 2D and 3D sensors used in mobile phones, tablets, and other computing devices, memory semiconductors, processors, microcontrollers, systems-on-a-chip, and photonics and integrated optical devices used in AI. The FOX-CP system is a low-cost single-wafer compact test solution for logic, memory and photonic devices and the newest addition to the FOX-P product family. The FOX WaferPak Contactor contains a unique full wafer contactor capable of testing wafers up to 300mm that enables Integrated Circuit manufacturers to perform test, burn-in, and stabilization of full wafers on the FOX-P systems. The FOX DiePak Carrier allows testing, burning in, and stabilization of singulated bare die and modules up to 1,024 devices in parallel per DiePak on the FOX-NP and FOX-XP systems up to nine DiePaks at a time.

In connection with the acquisition of Incal Technology, Inc. (“Incal”), our product portfolio further expanded to include packaged parts burn-in solutions for the full range of power and complexity of integrated circuits. Incal’s product lines feature the Sonoma series for ultra-high-power burn-in testing, the Tahoe series for medium-power reliability burn-in, and the Echo series for low-power and high parallelism testing. The Sonoma line, with its ultra-high-power capabilities, is specifically designed to address the reliability and burn-in needs of the burgeoning demand for AI accelerators, graphics processing units (“GPUs”), high-performance computing (“HPC”) processors, and devices that can reach over a thousand watts of power per device. The Tahoe and Echo lines for medium-power and low-power burn-in solutions, respectively, target logic, system on a chip (“SoC”), and mixed-signal devices employed in mobile communications, mobility, medical, military, aerospace, and data center applications. These systems are frequently used by independent test and burn-in labs, as well as semiconductor manufacturers.

Our net revenue consists primarily of sales of FOX-P systems, WaferPak Aligners, WaferPak contactors, Sonoma systems, Tahoe systems, Echo systems, test fixtures, upgrades and spare parts, service contracts revenues, and non-recurring engineering charges. Our selling arrangements may include contractual customer acceptance provisions, which are mostly deemed perfunctory or inconsequential, and installation of the product occurs after shipment, transfer of title and risk of loss.

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Our operating results and cash flows can vary significantly from period to period due to the timing, volume, and mix of customer orders, particularly because a substantial portion of our revenue is derived from a relatively small number of high-value systems sales. As a result, the number, type, and selling price of systems sold in a given period can materially affect revenue, gross margin, earnings, and operating cash flow.

Demand for our products is influenced by conditions in the semiconductor industry and in the end markets served by our customers, including demand related to generative AI, silicon photonics and power semiconductors including silicon carbide and gallium nitride. During fiscal 2025 and the first nine months of fiscal 2026, our operating performance was negatively affected by continued softness in demand in electric vehicle power semiconductors. Changes in customer investment cycles, order timing, and the pace of adoption of new technologies may continue to affect our results in future periods.

In addition, our results of operations have been affected by changes in revenue mix across systems, contactors, and services, as well as by the integration and contribution of the acquired business. Because these factors can affect revenue levels, gross margins, operating expenses, and working capital differently from period to period, past performance may not necessarily be indicative of future results. Our liquidity and cash flows may also be affected by the timing of large system shipments, investments in inventory and working capital, capital expenditures, acquisition-related cash uses, and investments in product development and market expansion.

Recent changes in U.S. tariff policy, including possible replacement tariffs and the availability, timing and amount of any potential refunds of previously paid tariffs, may affect the cost of our imported goods, our supply chain, and, accordingly, our gross margins and operating results. We have not yet determined the impact of such changes and are continuing to evaluate the potential impact of these developments.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, assumptions and judgments, including those related to customer programs and incentives, inventories, and income taxes. Our estimates are derived from historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Those results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a discussion of the critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended May 30, 2025.

There have been no material changes to our critical accounting policies and estimates during the nine months ended February 27, 2026 compared to those discussed in our Annual Report on Form 10-K for the fiscal year ended May 30, 2025. However, we have expanded the discussion below regarding income taxes to provide additional information about the significant judgments and estimates involved in assessing the realizability of deferred tax assets.

Income Taxes

We recognize deferred tax assets (“DTAs”) for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards to the extent we conclude it is more likely than not that such DTAs will be realized. Our DTAs relate solely to U.S. federal and state income taxes. At each reporting date, we evaluate the realizability of our DTAs and record a valuation allowance when, based on all available evidence, we conclude that it is not more likely than not that some portion or all of our DTAs will be realized.

This assessment is a critical accounting estimate because it requires significant judgment in weighing both positive and negative evidence, with the most objective evidence generally carrying the greatest weight. In making this determination, we consider, among other factors: (i) recent operating results and cumulative pretax income (loss) in the United States; (ii) the duration and severity of any recent losses; (iii) projections of future taxable income based on our operating plans (including expected revenues, margins, and cost structure); (iv) the availability and feasibility of tax planning strategies; and (v) the expected utilization periods and limitations applicable to carryforwards.

During fiscal 2024, we released a valuation allowance of $21.9 million after concluding that it was more likely than not that our U.S. DTAs would be realized. However, because we incurred pretax losses in fiscal 2025, and losses continued through the nine months ended February 27, 2026, management continues to reassess at each reporting date whether sufficient positive evidence exists to support realization of our U.S. DTAs. This reassessment places increased emphasis on the evaluation of recent operating performance and our forecast of future taxable income, including the extent to which recent losses are expected to be temporary versus indicative of a sustained trend.

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If actual results differ from our current estimates, if assumptions underlying our forecast of future taxable income change, or if negative evidence (including sustained losses) outweighs positive evidence, we may be required to record or adjust a valuation allowance. Any such change could have a material impact on our income tax provision and our results of operations in the period of the change.

Results of Operations

Discussion of Results of Operations for the Three and Nine Months Ended February 27, 2026 compared to the Three and Nine Months Ended February 28, 2025

Revenues

	Three Months Ended							Nine Months Ended
	February 27,		February 28,		Percent			February 27,		February 28,		Percent
(Dollars in thousands)	2026		2025		Change			2026		2025		Change
Revenues	$	10,313	$	18,307		(44	)%	$	31,166	$	44,879		(31	)%

For the three months ended February 27, 2026, revenue decreased by $8.0 million, compared to the same period in the prior year. This decrease was primarily driven by a $5.9 million decline in wafer-level burn-in systems revenue and a $4.3 million decline in wafer-level contactors revenue, mainly due to lower shipments of wafer-level burn-in products sold. In the prior year period, wafer-level burn-in products were sold to a new semiconductor customer serving AI applications and to a gallium nitride power semiconductor supplier. These decreases were partially offset by a $1.4 million increase in package-level burn-in boards and burn-in modules revenue and $0.9 million increase in package-level burn-in systems revenue, driven by a higher number of package-level burn-in products sold to customers in AI-related applications.

For the nine months ended February 27, 2026, revenue decreased by $13.7 million, compared to the same period in the prior year, primarily driven by a $21.2 million decrease in wafer-level contactors revenue due to significantly lower shipments, reflecting continued softness in demand related to electric vehicles. This decrease was partially offset by a $3.6 million increase in package-level burn-in boards and burn-in modules revenue and a $2.5 million increase in package-level burn-in systems revenue, primarily reflecting increased demand for package-level burn-in products from customers in AI–related applications and other markets, a $0.8 million increase in wafer-level burn-in systems revenue, and a $0.5 million increase in service revenue.

Revenue by Geography	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,			February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026			2025			Change
Asia	$	5,552		$	5,472			1	%	$	15,645		$	27,875			(44	)%
United States		2,733			10,560			(74	)%		9,487			14,544			(35	)%
Europe and Middle East		2,028			2,275			(11	)%		6,034			2,460			145	%
Total revenues	$	10,313		$	18,307			(44	)%	$	31,166		$	44,879			(31	)%
Asia as a percentage of total revenues		53.8	%		29.9	%					50.2	%		62.1	%
United States as a percentage of total revenues		26.5	%		57.7	%					30.4	%		32.4	%
Europe and Middle East as a percentage of total revenues		19.7	%		12.4	%					19.4	%		5.5	%

On a geographic basis, revenues represent products that were shipped to or services that were performed at our customer locations. For the three months ended February 27, 2026, compared to the same period in the prior year, revenue decreased in the United States primarily due to lower sales of wafer-level burn-in systems and contactors to customers in the United States.

For the nine months ended February 27, 2026, compared to the same period in the prior year, revenue decreased in Asia primarily due to the ongoing softness in demand for electric vehicles and revenue decreased in the United States primarily due to lower sales of wafer-level burn-in systems and contactors to a customer providing AI applications. These decreases were partially offset by higher revenue in Europe and the Middle East, primarily attributable to the memory market.

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Gross Margin

	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,			February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026			2025			Change
Gross profit	$	3,368		$	7,183			(53	)%	$	9,632		$	19,661			(51	)%
Gross margin		32.7	%		39.2	%					30.9	%		43.8	%

Gross profit decreased by $3.8 million for the three months ended February 27, 2026, compared to the same period in the prior year, primarily due to lower revenue levels. Gross margin decreased by 6.5 percentage points primarily due to a change in product mix toward package-level burn-in products, which have lower gross margins than wafer-level products, as well as higher assembly and warranty costs, and increased freight and tariff costs.

Gross profit decreased by $10.0 million for the nine months ended February 27, 2026, compared to the same period in the prior year, primarily due to lower revenue levels. Gross margin decreased by 12.9 percentage points primarily due to lower overhead absorption as a result of lower manufacturing production, a change in product mix toward package-level burn-in products, which have lower gross margins than wafer-level products, higher assembly and warranty costs, increased freight expenses, and higher tariffs on imported parts following the government policy changes.

Research and Development

	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,			February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026			2025			Change
Research and development	$	3,167		$	3,140			1	%	$	8,988		$	7,777			16	%
As a percentage of total revenues		30.7	%		17.2	%					28.8	%		17.3	%

Research and development expenses consist primarily of compensation and benefits for product development personnel, outside development service costs, travel expenses, facilities cost allocations, and stock-based compensation charges. Research and development expenses remained consistent for the three months ended February 27, 2026, compared to the same period in the prior year, as higher employment-related costs of $0.3 million resulting from increased headcount and higher allocated office expenses of $0.3 million were partially offset by one-time severance benefits of $0.7 million incurred in the prior year period following the passing of an executive officer.

Research and development expenses increased by $1.2 million for the nine months ended February 27, 2026, compared to the same period in the prior year. The increase was primarily driven by $1.1 million of higher employment-related costs, including stock-based compensation, resulting from increased headcount, higher allocated office expenses of $0.5 million and higher project-related expenses of $0.3 million, which were partially offset by the one-time severance benefits of $0.7 million incurred in the prior year period following the passing of an executive officer.

Selling, General and Administrative

	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,			February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026			2025			Change
Selling, general and administrative	$	4,430		$	5,162			(14	)%	$	13,581		$	14,357			(5	)%
As a percentage of total revenues		43.0	%		28.2	%					43.6	%		32.0	%

Selling, general and administrative expenses consist primarily of compensation and benefits for sales, marketing and general and administrative personnel, legal and accounting service costs, marketing communications costs, travel expenses, facilities cost allocations, and stock-based compensation charges. Selling, general and administrative expenses decreased by $0.7 million for the three months ended February 27, 2026, compared to the same period in the prior year, primarily due to lower professional service fees of $0.5 million.

Selling, general and administrative expenses decreased by $0.8 million for the nine months ended February 27, 2026, compared to the same period in the prior year, primarily due to lower professional service fees of $1.3 million and a lower bonus expense of $0.4 million partially offset by higher stock-based compensation of $1.1 million.

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Interest and Other Income, Net

	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,		February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026		2025			Change
Interest income, net	$	240		$	270			(11	)%	$	613	$	1,179			(48	)%
Other income (expense), net		(12	)		(25	)		(52	)%		1,049		(11	)	N.M.
Interest and other income, net	$	228		$	245			(7	)%	$	1,662	$	1,168			42	%

N.M.-Not meaningful

Interest and other income, net, primarily consists of interest income, foreign currency transaction exchange gains and losses and other non-operating income and expense. Interest income, net, and other income (expense), net, remained consistent for the three months ended February 27, 2026, compared to the same period in the prior year.

Interest income, net, decreased by $0.6 million for the nine months ended February 27, 2026, compared to the same periods in the prior year, primarily driven by lower interest income earned on lower average cash balances and lower yields from our investments in money market funds. For the nine months ended February 27, 2026, other income (expense), net, increased by $1.1 million, compared to the same period in the prior year, primarily attributable to the Employee Retention Credit (“ERC”) refund of $1.3 million received, net of a $0.3 million third-party service fee incurred in connection with the filing of the ERC claims.

For further explanation of the ERC, see Note 11, Employee Retention Credit, in Notes to Condensed Consolidated Financial Statements.

Income Tax Benefit

	Three Months Ended									Nine Months Ended
	February 27,			February 28,			Percent			February 27,			February 28,			Percent
(Dollars in thousands)	2026			2025			Change			2026			2025			Change
Income tax benefit	$	(798	)	$	(231	)		245	%	$	(2,764	)	$	(294	)	N.M.

N.M.-Not meaningful

For the three and nine months ended February 27, 2026, the Company recognized income tax benefit of $0.8 million and $2.8 million, respectively, primarily driven by quarter-to-date and year-to-date losses in the United States. For the three and nine months ended February 28, 2025, the income tax benefit was also primarily related to quarter-to-date and year-to-date losses in the United States.

Liquidity and Capital Resources

Cash, cash equivalents, and restricted cash were $37.1 million as of February 27, 2026, compared to $31.4 million as of February 28, 2025. We believe that our existing cash resources and anticipated funds from operations will satisfy our cash requirements to fund our operating activities, capital expenditures and other obligations for the next twelve months.

	Nine Months Ended
	February 27,			February 28,
(In thousands)	2026			2025			Change
Operating activities	$	(5,142	)	$	(5,098	)	$	(44	)
Investing activities		(3,733	)		(13,249	)		9,516
Financing activities		19,447			374			19,073
Effect of exchange rate changes on cash, cash equivalents and restricted cash		9			25			(16	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	10,581		$	(17,948	)	$	28,529

Net Cash Flows Used in Operating Activities

Net cash flows used in operating activities for the nine months ended February 27, 2026 remained relatively consistent, compared to the same period in the prior year. The change was driven primarily by decreases in prepayments to vendor and in unbilled receivables, an increase in cash provided by collection of accounts receivable, lower cash outflows for inventory purchases, and higher non-cash charges including stock-based compensation expense, offset by a higher loss before income tax benefit and an increase in payment to vendors.

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Net Cash Flows Used in Investing Activities

Net cash used in investing activities decreased by $9.5 million for the nine months ended February 27, 2026, compared to the same period in the prior year. The decrease was primarily due to the $11.1 million payment to acquire Incal during the nine months ended February 28, 2025, compared to a $1.8 million escrow release related to the acquisition during the nine months ended February 27, 2026.

Net Cash Flows Provided by Financing Activities

Net cash provided by financing activities increased by $19.1 million for the nine months ended February 27, 2026, compared to the same period in the prior year, primarily driven by net proceeds of $19.6 million from the issuance of common stock under the Company’s ATM offering program, partially offset by a $0.8 million increase in shares repurchased for tax withholdings on vesting of restricted stock units.

Off-Balance Sheet Agreements

We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. There have been no material changes in the composition, magnitude or other key characteristics of our contractual obligations or other commitments as disclosed in the Company's Annual Report on Form 10-K for the year ended May 30, 2025.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer, or CEO, and chief financial officer, or CFO, evaluated the effectiveness of our "disclosure controls and procedures" as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of February 27, 2026, in connection with the filing of this Quarterly Report on Form 10-Q. Based on that evaluation as of February 27, 2026, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the three months ended February 27, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are subject to various claims and legal proceedings that arise in the ordinary course of business. We accrue for losses related to litigation when a potential loss is probable and the loss can be reasonably estimated in accordance with FASB requirements. For additional information regarding legal proceedings, refer to Note 6 – Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Item 1A, “Risk Factors,” on pages 12 through 20 of the Company’s Annual Report on Form 10-K for the year ended May 30, 2025, provides information on the significant risks associated with our business. There have been no subsequent material changes to these risks.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the three months ended February 27, 2026, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408(a).

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Item 6. Exhibits

Exhibit Number				Description

3.1(1)				Restated Articles of Incorporation of Registrant

3.2(2)				Amended and Restated Bylaws of the Registrant

4.1(3)				Form of Common Stock certificate

31. 1				Certification of the principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 †

31. 2				Certification of the principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 †

32. 1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

32. 2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

101.INS				XBRL Instance Document †

101.SCH				XBRL Taxonomy Extension Schema Document †

101.CAL				XBRL Taxonomy Extension Calculation Linkbase Document †

101.DEF				XBRL Taxonomy Extension Definition Linkbase Document †

101.LAB				XBRL Taxonomy Extension Label Linkbase Document †

101.PRE				XBRL Taxonomy Extension Presentation Linkbase Document †

1	Incorporated by reference to the same-numbered exhibit previously filed with the Company’s Registration Statement on Form S-1 filed June 11, 1997 (File No. 333-28987)
2	Incorporated by reference to Exhibit 3.1 previously filed with the Company’s Annual Report on Form 10-K filed July 28, 2025 (File No. 000-22893)
3	Incorporated by reference to the same-numbered exhibit previously filed with Amendment No.1 to the Company’s Registration Statement on Form S-1 filed July 17, 1997 (File No. 333-28987)

†	Filed herewith.
**	Furnished, and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AEHR TEST SYSTEMS

Date: April 8, 2026	By:	/s/ GAYN ERICKSON
		Gayn Erickson
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: April 8, 2026	By:	/s/ CHRIS P. SIU
		Chris P. Siu
		Executive Vice President of Finance, and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Date	Price Target	Rating	Analyst
4/8/2026	$68.00	Hold → Buy	Craig Hallum
3/2/2026		Mkt Perform → Outperform	William Blair
12/17/2025	$29.00	Buy	Lake Street
7/17/2024	$12.00 → $25.00	Hold → Buy	Craig Hallum
3/26/2024	$12.00	Buy → Hold	Craig Hallum
3/25/2024		Outperform → Mkt Perform	William Blair
10/17/2022		Outperform	William Blair

SEC Form 10-Q filed by Aehr Test Systems

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