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GSIT Form 4: Director awarded 5,412 options, vesting Aug 2026

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

Rhea-AI Filing Summary

GSI Technology (GSIT) reported an insider equity award on a Form 4. A company director received a stock option for 5,412 shares of common stock at an exercise price of $9.7 per share, dated 11/03/2025, with the award recorded as acquired.

The option vests 100% on August 15, 2026, subject to continued service. It also provides for 100% vesting of the unvested portion immediately prior to, but contingent upon, a Change in Control occurring before August 15, 2026. The option expires on 11/03/2035. Following the transaction, the director beneficially owned 5,412 derivative securities directly.

Positive

  • None.

Negative

  • None.
Insider Lu Ruey-Lin
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 5,412 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 5,412 shares (Direct)
Footnotes (1)
  1. Subject to the Reporting Person's continued service to the Issuer, the option vests and becomes 100% exercisable on August 15, 2026. Reporting Person shall vest in 100% of the unvested and outstanding portion of the option immediately prior to, but contingent upon, the consummation of a Change in Control prior to August 15, 2026.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lu Ruey-Lin
(Last) (First) (Middle)
C/O GSI TECHNOLOGY INC.
1213 ELKO DRIVE
(Street)
SUNNYVALE CA 94089
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GSI TECHNOLOGY INC [ GIST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $9.7 11/03/2025 A 5,412 08/15/2026(1)(2) 11/03/2035 Common Stock 5,412 $0 5,412 D
Explanation of Responses:
1. Subject to the Reporting Person's continued service to the Issuer, the option vests and becomes 100% exercisable on August 15, 2026.
2. Reporting Person shall vest in 100% of the unvested and outstanding portion of the option immediately prior to, but contingent upon, the consummation of a Change in Control prior to August 15, 2026.
/s/ Ruey-Lin Lu, By Douglas Schirle, Attorney-in-Fact 11/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did GSI Technology (GSIT) disclose on this Form 4?

A director received a stock option for 5,412 shares at an exercise price of $9.7 per share on 11/03/2025.

When do the GSIT director’s options vest?

They vest 100% on August 15, 2026, subject to continued service.

Is there acceleration on change in control for GSIT’s option grant?

Yes. The unvested portion vests 100% immediately prior to, but contingent upon, a Change in Control before August 15, 2026.

What is the option expiration date for the GSIT grant?

The option expires on 11/03/2035.

How many derivative securities does the director hold after this transaction?

The director beneficially owned 5,412 derivative securities directly after the transaction.

What was the price paid for the option itself?

The filing lists the price of the derivative security as $0, reflecting a grant rather than a purchase.