GSI Technology (GSIT) reported a Form 4 for a director showing a grant of 5,412 stock options at an exercise price of $9.7 on 11/03/2025 (Code A). The options were acquired at a derivative price of $0 and are held directly.
The award vests 100% on 08/15/2026 and expires on 11/03/2035. If a Change in Control occurs before 08/15/2026, the unvested portion will vest immediately prior to the transaction. Following the grant, the reported beneficial ownership in derivative securities is 5,412.
GSI Technology (GSIT) reported a director equity award. On 11/03/2025, director Ronald R. Steger was granted 6,494 stock options with a $9.70 exercise price, expiring 11/03/2035. The option vests 100% on August 15, 2026, and will fully vest immediately prior to, and contingent upon, a Change in Control occurring before that date. Following the grant, 6,494 derivative securities are owned directly.
GSI Technology (GSIT) reported an insider transaction by a director. On 10/31/2025, the insider exercised stock options (Transaction Code M), acquiring 4,000 shares of common stock at $4.34 per share. Following the transaction, the insider beneficially owns 56,500 shares, held directly.
The exercised option was originally exercisable from 08/15/2016 and was set to expire on 11/02/2025. After this transaction, the reported derivative position shows 0 remaining.
GSI Technology (GSIT) furnished an update on its business by announcing financial results for its second quarter of fiscal year 2026. The company disclosed the news via a press release that is included as Exhibit 99.1. The information under Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act. The filing also lists the Cover Page Interactive Data File as Exhibit 104.
GSI Technology (GSIT) launched a registered direct offering of 1,508,462 shares of common stock at $10.00 per share and pre-funded warrants to purchase up to 3,491,538 shares at $9.99 per warrant with a $0.01 exercise price. Gross proceeds are approximately $50.0 million, with proceeds before expenses of $46,967,179.54 after a 6% placement fee to Needham & Company. Net proceeds are estimated at approximately $47 million.
The pre-funded warrants are immediately exercisable, do not expire, and include a beneficial ownership cap of 4.99% (or up to 9.99% at the holder’s election). The company expects to use the proceeds for working capital and general corporate purposes, including development of its APU product line. Shares outstanding would be 30,599,088 after the offering, assuming no warrant exercises, versus 29,090,626 outstanding as of June 30, 2025. Delivery is expected on or about October 22, 2025, and a 60‑day lock-up applies to the company’s directors and officers.
GSI Technology announced a registered direct offering with an institutional investor, selling 1,508,462 shares of common stock at $10.00 per share and issuing pre-funded warrants for 3,491,538 shares at $9.99 per warrant with a $0.01 exercise price. The company expects gross proceeds of approximately $50 million, before fees and expenses.
The deal is expected to close on October 22, 2025, subject to customary conditions. GSI plans to use net proceeds for general corporate purposes, including development of its APU product line. For 60 days after closing, the company agreed not to issue additional equity or file new registration statements, with limited exceptions. Needham & Company, LLC is the sole placement agent. The securities are offered under GSI’s effective Form S-3 with a related prospectus supplement dated October 21, 2025.
GSI Technology (GSIT) furnished unaudited preliminary results for the three and six months ended September 30, 2025. The company emphasized that these figures are preliminary estimates, subject to completion of financial closing procedures and potential material adjustments after the quarterly review and finalization of its consolidated financial statements.
Management is responsible for these estimates, and the company’s independent registered public accounting firm has not audited or reviewed them. The disclosure is being provided under Item 2.02 and is “furnished” rather than “filed,” and is not subject to Section 18 liability or incorporated by reference unless expressly stated. The filing includes forward‑looking statements and outlines risks that could cause actual results to differ, including customer concentration, market evolution, product development timing, competition, government funding availability, and broader economic and geopolitical conditions.
Lee-Lean Shu filed an amendment to Schedule 13G reporting beneficial ownership of 3,504,302 shares of GSI Technology, Inc. common stock, representing 11.7% of the class as of 09/30/2025. The filing discloses 1,982,417 shares owned directly, 900,000 options exercisable within 60 days, and additional family-held shares and options that together account for the aggregate total. Voting and dispositive power is split between 2,882,417 shares held solely and 621,885 shares held with shared power. The statement is certified by Mr. Shu on 10/10/2025.
GSI Technology stockholders elected five directors to the board: Elizabeth Cholawsky, Haydn Hsieh, Ruey L. Lu, Lee-Lean Shu and Ronald R. Steger. The filing reports the vote tallies for each nominee, showing more than 12 million votes in favor for each director and notable broker non-votes of 6,103,899 across the director elections. Stockholders also ratified the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending March 31, 2025, and approved an advisory (non-binding) resolution on executive compensation as disclosed in the proxy. The filing does not disclose the vote counts for the auditor ratification or the advisory compensation vote.
GSI Technology (GSIT) Form 3 Filing Summary: Ronald R. Steger, identified as a director of GSI Technology, filed an initial Form 3 on 08/21/2025 reporting that he does not beneficially own any securities of the issuer. The filing was submitted as an individual report and was signed on behalf of Mr. Steger by an attorney-in-fact.