Bradley Jack A. reports trust transfer and two insider sales at $3.50/$3.30

Rhea-AI Filing Summary

Bradley Jack A., a director of GSI Technology, reported multiple transactions in Form 4. The filing shows a prior transfer on November 2, 2021 of 5,000 shares to The Bradley-Richards Family Trust for no consideration; the reporting person and spouse are co-trustees and beneficiaries and remain beneficial owners of trust-held shares.

The current report discloses sales of 1,100 shares on 08/06/2025 at $3.50 per share and 6,900 shares on 08/07/2025 at $3.30 per share. Table entries indicate an 8,000 share indirect holding associated with the family trust at one point and show that following the 08/07/2025 sale the trust-held indirect ownership is 0. The form is signed by an attorney-in-fact, Douglas Schirle, dated 08/08/2025.

Positive

• Transparent disclosure of insider transactions and a prior transfer to a family trust on Form 4
• Detailed trade data provided with dates, share counts, and prices for the 08/06/2025 and 08/07/2025 sales
• Explanation clarifies that the 11/02/2021 transfer to The Bradley-Richards Family Trust was for no consideration and that the reporting person and spouse are co-trustees and beneficiaries

Negative

• Insider sales totaling 8,000 shares (1,100 at $3.50 and 6,900 at $3.30) were reported on 08/06/2025–08/07/2025, reducing trust-held indirect ownership to 0 per the table
• Form lacks context on total company shares or percentage ownership, so the filing alone does not indicate materiality to investors

Insights

Financial Analyst

TL;DR: Director disclosed routine insider sales totaling 8,000 shares across two days, and a prior transfer to a family trust.

The filings document two cash sales: 1,100 shares at $3.50 on 08/06/2025 and 6,900 shares at $3.30 on 08/07/2025, totaling 8,000 shares sold. The 2021 transfer of 5,000 shares to The Bradley-Richards Family Trust is explicitly described as a no-consideration transfer with continued beneficial ownership by the reporting person and spouse as co-trustees and beneficiaries. From a market-impact perspective, these are clear disclosures but the filing does not provide context on total outstanding shares or percentage ownership, so materiality to valuation cannot be assessed from this form alone.

Corporate Governance Expert

TL;DR: The Form 4 provides transparent disclosure of an earlier trust transfer and recent insider sales; governance appears compliant.

The explanation clarifies the November 2, 2021 transfer of 5,000 shares to a family trust and states the reporting person and spouse remain beneficial owners as co-trustees and beneficiaries. The contemporaneous sales on 08/06/2025 and 08/07/2025 are properly reported with prices and share counts. The filing was executed by an attorney-in-fact on 08/08/2025, indicating procedural adherence. The form does not allege any rule-based exemptions or trading plans beyond the checkboxes on the form, so assessment is limited to the disclosed facts.

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^*

Bradley Jack A.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	11/02/2021		G		5,000	D	$0	0	D(1)
Common Stock								8,000	I(1)	The Bradley-Richards Family Trust
Common Stock	08/06/2025		S		1,100	D	$3.5	6,900	I	The Bradley-Richards Family Trust
Common Stock	08/07/2025		S		6,900	D	$3.3	0	I	The Bradley-Richards Family Trust

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

Explanation of Responses:

1. On November 2, 2021, the reporting person transferred 5,000 shares of Issuer's common stock to The Bradley-Richards Family Trust for no consideration. The reporting person and his spouse are co-trustees and are the beneficiaries of the trust. The reporting person and his spouse remain the beneficial owners of the securities held by the trust.

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

What did Bradley Jack A. report on Form 4 for GSIT?

The Form 4 reports a prior transfer of 5,000 shares to The Bradley-Richards Family Trust on 11/02/2021, and sales of 1,100 shares at $3.50 on 08/06/2025 and 6,900 shares at $3.30 on 08/07/2025.

How many shares were sold and at what prices?

A total of 8,000 shares were sold: 1,100 at $3.50 (08/06/2025) and 6,900 at $3.30 (08/07/2025).

What does the filing say about the family trust holdings?

The filing shows an indirect holding associated with The Bradley-Richards Family Trust and explains the reporting person transferred 5,000 shares to the trust on 11/02/2021; the reporting person and spouse are co-trustees and beneficiaries and remain beneficial owners of trust-held securities.

Who signed the Form 4 and when was it filed?

The signature block shows Douglas Schirle, Attorney-in-Fact, with a signature date of 08/08/2025.

Does the Form 4 indicate whether these trades were part of a trading plan?

The form includes checkboxes for trades pursuant to a written plan, but the filing text does not specify that these transactions were executed under a Rule 10b5-1 plan; no explicit plan is described.