GSI Technology VP nets $39k in Form 4 option exercise & sale

Rhea-AI Filing Summary

GSI Technology (GSIT) Form 4 filing, 08/07/2025: VP Associative Computing Avidan Akerib exercised 10,000 stock options at $3.40 and immediately sold the same 10,000 common shares at a weighted-average $3.8947 on 08/05/2025 (codes M and S). After the transactions, Akerib directly owns 23,307 GSIT shares, down from 33,307.

The exercised option, originally granted 11/23/2019 and expiring 02/01/2026, was fully disposed following conversion. Footnote 1 notes his total holdings include 12,482 shares accumulated through the employee stock-purchase plan between Nov 2022 and May 2025.

No additional derivative positions remain from this grant; total direct option holdings stand at 190,000 after the exercise. No Rule 10b5-1 plan was indicated. The filing represents a net sale worth roughly $38.9k, offering insight into insider sentiment and liquidity needs.

Positive

• Executive retains 23,307 shares, maintaining an equity stake that aligns incentives with shareholders.
• Option exercise at $3.40 shows the grant was in-the-money, indicating share price has appreciated since issuance.

Negative

• Net sale of 10,000 shares (~$38.9k) may signal reduced near-term confidence or liquidity needs.
• No Rule 10b5-1 plan disclosed, so sale is discretionary, which can be viewed negatively by some investors.

Insights

Equity Analyst

TL;DR: Insider exercised options, then sold equal shares; modest cash-out, still holds >23k shares—signal is mildly negative.

The conversion at $3.40 and sale at $3.8947 generated a spread of roughly $0.49 per share (~14%). While exercise implies belief the options were in-the-money, the immediate sale suggests profit-taking rather than long-term conviction. Post-trade ownership of 23,307 shares keeps the executive economically aligned but reduces stake by 30%. Transaction value (~$39k) is immaterial to GSIT’s market cap, yet frequent sales can weigh on sentiment for micro-caps. No 10b5-1 plan lessens the perception of pre-scheduled activity.

Corporate Governance Specialist

TL;DR: Routine option exercise; single-officer filing, no red flags, limited governance impact.

This Form 4 involves one executive and appears compliant: timely filing, power of attorney signature, clear footnotes. The sale was modest relative to ownership and option inventory (190k options outstanding). Absence of multiple insiders selling concurrently tempers negative interpretation. Governance impact: not impactful to control structure, rated neutral to slightly negative on optics.

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^*

Akerib Avidan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Associative Computing

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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
Common Stock	08/05/2025		M		10,000	A	$3.4	33,307(1)	D
Common Stock	08/05/2025		S		10,000	D	$3.8947(2)	23,307	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)	$3.4	08/05/2025		D			10,000	11/23/2019	02/01/2026	Common Stock	10,000	$0	190,000	D

Explanation of Responses:

1. Includes 12,482 shares acquired under the Issuer's employee stock purchase plan between November 15, 2022 to May 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.85 to $3.91, 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 (1) to this Form 4.

	/s/ Douglas Schirle, Attorney-in-Fact	08/07/2025
	** 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.

FAQ

How many GSIT shares did VP Avidan Akerib sell on 08/05/2025?

He sold 10,000 common shares at a weighted-average price of $3.8947.

What was the exercise price of the GSIT stock options?

The options were exercised at $3.40 per share.

How many GSIT shares does the executive hold after the transactions?

Avidan Akerib directly owns 23,307 shares following the reported trades.

Were the trades part of a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the transactions were executed under a Rule 10b5-1 plan.

What is the significance of the option expiration date?

The exercised options were due to expire on 02/01/2026; exercising before expiration avoids forfeiture.