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Precision Optics Corporation files Amendment No. 3 to a Schedule 13G/A disclosing that Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham each report beneficial ownership of 1,670,550 shares, equal to 15.3% of the class as of 03/31/2026.
The filing states these shares are held for advisory clients of Needham Investment Management L.L.C., with shared voting and shared dispositive power reported. Exhibits include a Joint Filing Agreement and control-person identification; signatures bear a 05/15/2026 execution date.
Key Figures
Shares beneficially owned:1,670,550 sharesPercent of class:15.3%Filing execution date:05/15/2026
3 metrics
Shares beneficially owned1,670,550 sharesreported per Needham entity
Percent of class15.3%percent of outstanding common stock as stated
Filing execution date05/15/2026signature date on Amendment No. 3
"files Amendment No. 3 to a Schedule 13G/A disclosing that Needham affiliates"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 1,670,550.00 for each listed Needham entity"
Joint Filing Agreementregulatory
"Exhibit A - Joint Filing Agreement Exhibit B - Control Person"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake does Needham report in Precision Optics (POCI)?
Needham reports beneficial ownership of 1,670,550 shares, representing 15.3% of the class. This percentage and share count are shown in the filing for each listed Needham entity as of 03/31/2026.
Which Needham entities are named on the Schedule 13G/A for POCI?
The filing names Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham. All four report the same beneficial share count and percentage on the Schedule 13G/A.
How are voting and disposition powers reported by Needham for POCI shares?
The Schedule 13G/A reports 0 sole voting and dispositive power and 1,670,550 shares of shared voting and shared dispositive power for each reporting entity, reflecting aggregated advisory/client holdings as presented.
Are the Needham-held shares reported as owned on behalf of others?
Yes. The filing states the securities are directly owned by advisory clients of Needham Investment Management L.L.C., and it notes that, aside from Needham Aggressive Growth Fund, other clients are not deemed to beneficially own more than 5% individually.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Precision Optics Corporation, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
740294400
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
740294400
1
Names of Reporting Persons
Needham Investment Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,670,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,670,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.3 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
740294400
1
Names of Reporting Persons
Needham Asset Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,670,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,670,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.3 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
740294400
1
Names of Reporting Persons
Needham Aggressive Growth Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MARYLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,670,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,670,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.3 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP Number(s):
740294400
1
Names of Reporting Persons
George A. Needham
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,670,550.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,670,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
15.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Precision Optics Corporation, Inc.
(b)
Address of issuer's principal executive offices:
22 East Broadway, Gardner, Massachusetts 01440-3338
Item 2.
(a)
Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham
(b)
Address or principal business office or, if none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
(c)
Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Maryland
George A. Needham - United States
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
740294400
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Needham Investment Management L.L.C. - 1,670,550
Needham Asset Management, LLC - 1,670,550
Needham Aggressive Growth Fund - 1,670,550
George A. Needham - 1,670,550
(b)
Percent of class:
Needham Investment Management L.L.C. - 15.3%
Needham Asset Management, LLC - 15.3%
Needham Aggressive Growth Fund - 15.3%
George A. Needham - 15.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(ii) Shared power to vote or to direct the vote:
Needham Investment Management L.L.C. - 1,670,550
Needham Asset Management, LLC - 1,670,550
Needham Aggressive Growth Fund - 1,670,550
George A. Needham - 1,670,550
(iii) Sole power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(iv) Shared power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 1,670,550
Needham Asset Management, LLC - 1,670,550
Needham Aggressive Growth Fund - 1,670,550
George A. Needham - 1,670,550
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 3 are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other than Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Common Stock, par value $0.01 per share.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Needham Investment Management L.L.C.
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Chief Financial Officer
Date:
05/15/2026
Needham Asset Management, LLC
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
Needham Aggressive Growth Fund
Signature:
/s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
05/15/2026
George A. Needham
Signature:
s/ George A. Needham
Name/Title:
George A. Needham
Date:
05/15/2026
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
