GSI Technology (GSIT) CEO spouse exercises option and sells 10,313 shares

Rhea-AI Filing Summary

GSI Technology director and CEO Shu Lee-Lean reported an exercise-and-sell transaction in shares held indirectly through his spouse. His spouse exercised a stock option for 10,313 shares of common stock at an exercise price of $7.26 per share and sold the same 10,313 shares in the open market at a weighted average price of $12.5063 per share under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, 530,939 shares of common stock are reported as indirectly owned by the spouse, while the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary 10b5-1

Net Seller: 10,313 shares ($128,977)

Net Sell 3 txns

Insider Shu Lee-Lean

Role Pres., CEO and Chairman

Sold 10,313 shs ($129K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	10,313	$0.00	--
Exercise	Common Stock	10,313	$7.26	$75K
Sale	Common Stock	10,313	$12.5063	$129K

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Indirect, By Spouse); Common Stock — 541,252 shares (Indirect, By Spouse)

Footnotes (1)

1. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's spouse dated November 4, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.50 to $12.54, 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.

Key Figures

Shares sold: 10,313 shares Sale price: $12.5063 per share Exercise price: $7.26 per share +4 more

7 metrics

Shares sold 10,313 shares Open-market sale of common stock

Sale price $12.5063 per share Weighted average sale price for 10,313 shares

Exercise price $7.26 per share Stock option exercise price for 10,313 shares

Shares exercised 10,313 shares Common stock acquired via option exercise

Indirect holdings after sale 530,939 shares Common stock indirectly owned by spouse after transactions

Option shares remaining 0 shares Stock option position after full exercise

Option expiration date July 31, 2027 Original expiration date of exercised option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (right to buy), derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's spouse..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (right to buy) financial

"Stock Option (right to buy) ... Exercise or conversion of derivative security"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

beneficial ownership regulatory

"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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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).

X

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)

GSI TECHNOLOGY, INC.

1213 ELKO DRIVE

(Street)

SANTA CLARA CALIFORNIA 94089

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/13/2026		M		10,313	A	$7.26	541,252	I	By Spouse(1)
Common Stock	05/13/2026		S(2)		10,313	D	$12.5063(3)	530,939	I	By Spouse(1)

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)	$7.26	05/13/2026		M			10,313	04/01/2021	07/31/2027	Common Stock	10,313	$0	0	I	By Spouse(1)

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.50 to $12.54, 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/ Lee-Lean Shu, by Douglas Schirle, Attorney -in-Fact	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GSIT's Shu Lee-Lean report on this Form 4?

Shu Lee-Lean reported an exercise-and-sell transaction involving 10,313 GSIT common shares held indirectly through his spouse. A stock option was exercised at $7.26 per share, and the same 10,313 shares were then sold in the open market at a weighted average price of $12.5063 per share.

How many GSI Technology (GSIT) shares were sold in this insider trade?

A total of 10,313 GSIT common shares were sold in the open market. These shares were held indirectly through the CEO’s spouse and were sold at a weighted average price of $12.5063 per share after being acquired through a stock option exercise on the same date.

At what prices did the GSIT insider transactions occur on this Form 4?

The stock option was exercised at $7.26 per share, and the resulting 10,313 GSIT common shares were sold at a weighted average price of $12.5063 per share. The sale occurred through multiple trades within a narrow intraday range between $12.50 and $12.54.

Were the GSIT insider sales by Shu Lee-Lean or his spouse pre-planned?

The reported GSIT share sales were made under a Rule 10b5-1 plan adopted by the reporting person’s spouse. Such trading plans are established in advance and allow automatic, pre-scheduled sales, which can make the timing of individual transactions less informative about near-term views on the stock.

How many GSIT shares does Shu Lee-Lean report owning after these transactions?

After the transactions, 530,939 GSIT shares are reported as indirectly owned through the spouse. The filing states that the reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in the indirectly held position.

What happened to the stock option reported in this GSIT Form 4 filing?

A stock option for 10,313 GSIT shares was fully exercised at a conversion price of $7.26 per share. After the exercise, the derivative position shows zero remaining shares, indicating that the entire option grant tied to this transaction has been converted into common stock and sold.