GSI Technology (NASDAQ: GSIT) shares unaudited preliminary FY 2026 results

Rhea-AI Filing Summary

GSI Technology, Inc. furnished an update disclosing unaudited preliminary financial results for the year ended March 31, 2026. The company emphasized that its consolidated financial statements for this period are not yet available, so all figures are management estimates and may change.

The preliminary results are subject to completion of financial closing procedures, quarterly review, and finalization of the audited statements, and changes could be material. The independent registered public accounting firm has not audited or reviewed these estimates and provides no assurance on them.

The information is furnished under Item 2.02 of Form 8‑K and is not deemed filed for liability purposes or automatically incorporated into other SEC filings. GSI also included standard forward‑looking statement cautions highlighting risks such as customer concentration, competitive markets, new product development, government funding, and broader economic and geopolitical conditions.

8-K Event Classification

2 items: 2.02, 8.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

unaudited preliminary financial results, forward-looking statements, Private Securities Litigation Reform Act of 1995, Risk Factors

4 terms

unaudited preliminary financial results financial

"disclosed the following unaudited preliminary financial results for the year ended March 31, 2026"

Unaudited preliminary financial results are early financial figures a company releases before an external auditor has checked them and before final internal adjustments are made. They matter to investors because they provide a quick, timely snapshot of recent performance—like a draft report or provisional score—that can influence trading and decisions, but may change when the numbers are finalized and formally audited.

forward-looking statements regulatory

"Forward-Looking Statements The statements contained in this on Form 8-K that are not purely historical are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Risk Factors financial

"including those factors discussed under the caption “Risk Factors” in such filings"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

Understanding 8-K Material Events →

false 0001126741 0001126741 2026-05-07 2026-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2026 (May 7, 2026)

GSI Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33387		77-0398779
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1213 Elko Drive
Sunnyvale, California 94089

(Address of Principal Executive Offices) (Zip Code)

(408) 331-8800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GSIT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, GSI Technology, Inc. (the “Company”) disclosed the following unaudited preliminary financial results for the year ended March 31, 2026:

· Net revenue of approximately $25.1 million for the year ended March 31, 2026.

· Gross margin was approximately 54.5% for the year ended March 31, 2026.

The Company’s consolidated financial statements for the year ended March 31, 2026 are not yet available. Accordingly, the financial and operational results presented above are preliminary estimates and subject to the completion of the Company’s financial closing procedures and any adjustments that may result from the completion of the quarterly review and finalization of the consolidated financial statements. As a result, these preliminary estimated results may differ from actual results that will be reflected in the consolidated financial statements for the fiscal year when it is completed and publicly disclosed. These preliminary estimated results may change and those changes may be material.

The Company’s expectations with respect to the unaudited preliminary results for the period discussed above are based upon management estimates and are the responsibility of management. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results (including any financial data) and, accordingly, does not express an opinion or any other form of assurance with respect to these preliminary results.

The information contained in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 8.01 Other Events.

The information reported under Item 2.02 is hereby incorporated by reference herein.

Forward-Looking Statements

The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. All forward-looking statements included in this Current Report on Form 8-K are based upon information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward-looking statements. Forward-looking statements involve a variety of risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include those associated with the normal quarterly and fiscal year-end closing process. Examples of risks that could affect our current expectations regarding future revenues and gross margins include those associated with fluctuations in the Company’s operating results; the Company’s historical dependence on sales to a limited number of customers and fluctuations in the mix of customers and products in any period; global public health crises that reduce economic activity; the rapidly evolving markets for the Company’s products and uncertainty regarding the development of these markets; the need to develop and introduce new products to offset the historical decline in the average unit selling price of the Company’s products; the challenges of rapid growth followed by periods of contraction; intensive competition; the continued availability of government funding opportunities; delays or unanticipated costs that may be encountered in the development of new products based on our in-place associative computing technology and the establishment of new markets and customer and partner relationships for the sale of such products; and delays or unexpected challenges related to the establishment of customer relationships and orders for the Company’s radiation-hardened and tolerant SRAM products. Many of these risks are currently amplified by and will continue to be amplified by, or in the future may be amplified by, economic and geopolitical conditions, such as changing interest rates, worldwide inflationary pressures, policy unpredictability, the imposition of tariffs and other trade barriers, military conflicts and declines in the global economic environment. Further information regarding these and other risks relating to the Company’s business is contained in the Company’s filings with the Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in such filings.

SIGNATURE

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 hereunto duly authorized.

	GSI Technology, Inc.
Date: May 22, 2026	By:	/s/ DOUGLAS M. SCHIRLE
		Douglas M. Schirle
		Chief Financial Officer

FAQ

What did GSI Technology (GSIT) disclose in this Form 8-K?

GSI Technology furnished unaudited preliminary financial results for the year ended March 31, 2026. These figures are management estimates, subject to closing procedures, review, and audit, and may differ materially from the final audited financial statements.

Are GSI Technology’s preliminary 2026 results audited or final?

No. The preliminary results for the year ended March 31, 2026 are unaudited management estimates. The independent registered public accounting firm has not audited or reviewed them and provides no assurance until final consolidated statements are completed.

How does GSI Technology classify this 8-K financial information?

The company states the information is “furnished” under Item 2.02 of Form 8-K, not “filed” under the Exchange Act. It is not subject to Section 18 liabilities and is only incorporated into other filings when specifically referenced.

What risks does GSI Technology (GSIT) highlight with these preliminary results?

GSI notes risks from normal closing processes, customer concentration, product and customer mix shifts, evolving markets, competition, reliance on government funding, and delays in new product development, all potentially affecting future revenues and margins.

How does GSI Technology address forward-looking statements in this 8-K?

The company labels non-historical statements as forward-looking under U.S. securities laws. It warns that various operational, market, and macroeconomic risks could cause actual results to differ materially and assumes no obligation to update such statements.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB