Insiders withheld RSU taxes

Recent insider filings show executives giving up company shares to pay taxes when stock awards vest, not simply dumping stock into the market. (sec.gov) In Securities and Exchange Commission Form 4 filings, transaction code “F” means shares were delivered or withheld to cover an exercise price or tax bill tied to vesting or receipt of equity compensation. The Securities and Exchange Commission’s code list defines it separately from open-market sales, which use code “S.” (sec.gov) At Aehr Test Systems, Vice President of the Contactor Business Unit Alistair N. Sporck reported selling 2,000 shares on April 10, 2026 at $67.365, then reported 220 shares withheld on April 11, 2026 at $70.43 to satisfy tax withholding obligations on vested restricted stock units. His filing says he held 22,635 direct shares after those transactions, plus 7,177 shares indirectly through a trust. (sec.gov) Aehr Chief Technology Officer Donald P. Richmond II filed a separate Form 4 for April 9, 2026 showing a sale of 15,751 shares at an average price of $68.6849. That filing did not include an “F” code tax-withholding line. (sec.gov) Another Aehr officer, Chief Operating Officer Adil Engineer, reported two April 9 sales totaling 3,728 shares at $66.315 and $66.27, followed by 386 shares withheld on April 11 at $70.43 for taxes on vested restricted stock units. The filing says he held 41,055 shares directly after the withholding. (sec.gov) At Phreesia, Senior Vice President of Human Resources Amy Beth VanDuyn reported 9,193 shares withheld on April 9, 2026 at $9.15, leaving 168,907 directly held shares. Her Form 4 shows only an “F” transaction on that date. (publicnow.com) A separate Phreesia filing for President of Network Solutions David Linetsky shows the same pattern on a larger scale: 9,454 directly held shares and 914 spouse-held shares were withheld on April 9 at $9.15, followed by an April 10 sale of 8,332 shares at $8.07 under a Rule 10b5-1 trading plan adopted on January 15, 2025. The filing says the withholding “does not represent a sale by the Reporting Person.” (sec.gov) These filings matter because insider-trading screens often lump together every disposition, even when a company is effectively retaining shares to satisfy payroll taxes on restricted stock units. The footnotes in these filings draw that line explicitly, and the transaction codes do too. (sec.gov) Aehr has flagged this issue in its own annual reporting before. In its 2024 annual report, the company said cash used in shares repurchased for tax withholdings on restricted stock unit vesting was $1.6 million in fiscal 2024, $2.0 million in fiscal 2023, and $0.4 million in fiscal 2022. (sec.gov) The practical read on these April filings is narrower than a headline number of “shares sold” suggests: some lines are discretionary sales, and some are tax settlements triggered by vesting dates. Form 4 puts both on the record within two business days, but the codes and footnotes tell you which is which. (sec.gov)