| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
GSI TECHNOLOGY INC |
| (c) | Address of Issuer's Principal Executive Offices:
1213 Elko Drive, Sunnyvale,
CALIFORNIA
, 94089. |
Item 1 Comment:
This Schedule 13D relates to the common stock, par value $0.001 per share ("Common Stock"), of GSI Technology, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 1213 Elko Drive Sunnyvale, California 94089. Information given in response to each item below shall be deemed incorporated by reference in all other items below.
As of February 18, 2026, the Reporting Persons (defined below) beneficially owned an aggregate of 1,048,950 shares of Common Stock and 770,500 shares underlying call options exercisable within 60 days representing approximately 5.02% of the outstanding shares of Common Stock. |
| Item 2. | Identity and Background |
|
| (a) | (i) Galloway Capital Partners, LLC
(ii) Galloway Capital, LP
(iii) Galloway Capital SPV I, LLC
(iv) Bruce Galloway |
| (b) | Galloway Capital Partners, LLC is a Delaware limited liability company incorporated in Delaware. Galloway Capital, LP is a limited partnership incorporated in Delaware. Galloway Capital SPV I, LLC is a limited liability company incorporated in Delaware. Bruce Galloway is a resident of Florida. Bruce Galloway is the managing member of Galloway Capital Partners, LLC, the investment manager of Galloway Capital, LP and Galloway Capital SPV I, LLC. |
| (c) | The address of the principal business office of each Reporting Person is 650 NE 2nd Avenue, #3007, Miami, FL 33132. |
| (d) | During the last five years, neither Reporting Person nor any executive officer or director of Galloway Capital Partners, LLC has (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, neither Reporting Person nor any executive officer or director of Galloway Capital Partners, LLC has (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Galloway Capital Partners, LLC manages 1,048,450 of Common Stock made in open market purchases from April 2025 through February 2026. The aggregate purchase price for the shares of Common Stock is approximately $4.35 per share. Galloway Capital Partners, LLC manages 770,500 common shares underlying call options exercisable within 60 days. The aggregate premium paid for the call options was approximately $462,300. Such shares of Common Stock and Call Options were purchased with investment capital of Galloway Capital Partners, LLC, Galloway Capital, LP, Galloway Capital SPV I, LLC and Mr. Galloway.
The Reporting Persons have effectuated transactions to acquire shares of Common Stock within the past sixty (60) days, as reflected in Schedule 1 to this Report. Other than as set forth in this Report, none of the Reporting Persons has effected any transactions in the shares of Common Stock within the past sixty (60) days. |
| Item 4. | Purpose of Transaction |
| | Each Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of the shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments. Each Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Issuer's performance, operations, management, governance (including potential changes to the Board), conflicted party transactions, capital allocation policies, and strategy and plans of the Issuer.
Each Reporting Person intends to engage the Board and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons sent the attached letter to management of the Company.
The Reporting Persons believe the Company's share price is undervalued and management needs to take steps to improve capital markets communication and investor awareness. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by the Reporting Person. |
| (b) | Number of shares as to which the Reporting Persons have:
i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.
iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement. |
| (c) | Other than as set forth in response to Item 3 above, no other transactions in the Issuer's Common Stock by the Reporting Persons were effected in the past sixty (60) days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Ex 99.1 Joint Filing Agreement dated February 18, 2026
Ex 99.2 Letter to Management dated February 18, 2026 |
