GSI Technology (NASDAQ: GSIT) CEO sells 67,251 shares after exercising options

Rhea-AI Filing Summary

GSI Technology president, CEO and chairman Shu Lee-Lean exercised stock options to acquire 67,251 shares of common stock at an exercise price of $4.99 per share on March 16–17, 2026, then sold the same 67,251 shares in open-market transactions.

The sales were executed at weighted average prices of about $10.02 per share under a pre-arranged Rule 10b5-1 trading plan dated November 4, 2025. Following these transactions, Shu Lee-Lean directly owns 1,982,417 shares of GSI Technology common stock.

Insights

Equity analyst

CEO executes pre-planned option exercise-and-sale, minority of holdings.

GSI Technology CEO Shu Lee-Lean exercised options for 67,251 shares at an exercise price of $4.99 and sold the resulting shares around $10.02 on March 16–17, 2026. This is a classic exercise-and-sell pattern.

The filing notes the sales were made under a Rule 10b5-1 trading plan adopted on November 4, 2025, indicating they were pre-scheduled rather than opportunistic. After the transactions, Shu Lee-Lean still directly holds 1,982,417 common shares, so the sale represents a relatively small portion of her visible stake.

Given the pre-planned nature and the modest size relative to total reported holdings, this activity appears to be routine liquidity and portfolio management rather than a signal of a major change in outlook. Subsequent filings may update any further exercises or sales under the same trading plan.

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^*

Shu Lee-Lean

(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 [ GSIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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
Common Stock	03/16/2026		M		30,734	A	$4.99	2,013,151	D
Common Stock	03/16/2026		S(1)		30,734	D	$10.0226(2)	1,982,417	D
Common Stock	03/17/2026		M		36,517	A	$4.99	2,018,934	D
Common Stock	03/17/2026		S(1)		36,517	D	$10.0116(3)	1,982,417	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$4.99	03/16/2026		M			30,734	04/13/2020	08/01/2026	Common Stock	30,734	$0	69,266	D
Stock Option (right to buy)	$4.99	03/17/2026		M			36,517	04/13/2020	08/01/2026	Common Stock	36,517	$0	32,749	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Reporting Person dated November 4, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.10, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.065, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

	/s/ Douglas Schirle, Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transactions did GSI Technology (GSIT) report for Shu Lee-Lean?

GSI Technology reported that CEO Shu Lee-Lean exercised stock options for 67,251 shares at $4.99 per share, then sold all 67,251 common shares in open-market transactions around $10.02 per share on March 16–17, 2026.

Were the recent GSIT insider sales by the CEO pre-planned under a Rule 10b5-1 plan?

Yes. The filing states the CEO’s sales were executed pursuant to a Rule 10b5-1 trading plan adopted on November 4, 2025. Such plans pre-schedule trades, suggesting the timing reflects prior planning rather than a reaction to new information.

How many GSI Technology shares did the CEO sell and at what prices?

The CEO sold 67,251 GSI Technology common shares. The filing reports weighted average sale prices of about $10.02 per share, with individual trades ranging from $10.00 to $10.10 and from $10.00 to $10.065, according to the footnotes.

What is Shu Lee-Lean’s GSI Technology share ownership after these Form 4 transactions?

After completing the option exercises and related sales, Shu Lee-Lean directly owns 1,982,417 shares of GSI Technology common stock. This figure reflects her reported direct holdings following all transactions dated March 16–17, 2026 in the Form 4 filing.

What type of options did the GSI Technology CEO exercise in the latest Form 4?

The CEO exercised stock options described as “Stock Option (right to buy)” with an exercise price of $4.99 per share, converting them into 67,251 shares of common stock on March 16–17, 2026 before selling those shares in the open market.

Does the GSIT Form 4 indicate any tax-withholding or gift-related transactions?

No. The summarized data show only option exercises and open-market sales. There are no entries for tax-withholding dispositions, gifts, or restructuring transfers in the transaction summary associated with this Form 4 filing.