Item 5. Other Information
Item 5. Other information
Insider Trading Arrangements and Policies
On November 4, 2025 , Lee-Lean Shu , the Company’s Chief Executive Officer and Chairman of the Board, adopted a Rule 10b5-1 trading plan. Mr. Shu’s trading plan provides for the potential exercise and sale of up to 200,000 shares of the Company’s common stock subject to stock options until July 30, 2027 . This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities.
On November 4, 2025 , Helen Shu , the Company’s Director of Human Resources , adopted a Rule 10b5-1 trading plan. Mrs. Shu’s trading plan provides for the potential exercise and sale of up to 20,626 shares of the Company’s common stock subject to stock options, until July 30, 2027 . This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities.
On December 11, 2025 , Didier Lasserre , the Company’s Vice President of Worldwide Sales , adopted a Rule 10b5-1 trading plan. Mr. Lasserre’s trading plan provides for the potential exercise and sale of up to 100,000 shares of the Company’s common stock subject to stock options, until July 31, 2027 . This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in the Company’s securities.
In the fiscal quarter ended December 31, 2025, none of our directors or officers adopted, modified, or terminated any non-Rule 10b5-1 trading arrangement, as that term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
Exhibit
Number
Name of
Document
31.1
Certification of Lee-Lean Shu, President, Chief Executive Officer and Chairman, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Douglas M. Schirle, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Lee-Lean Shu, President, Chief Executive Officer and Chairman, and Douglas M. Schirle, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
48
Table of Contents
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
49
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 6, 2026
GSI Technology, Inc.
By:
/s/ LEE-LEAN SHU
Lee-Lean Shu
President, Chief Executive Officer and Chairman
By:
/s/ DOUGLAS M. SCHIRLE
Douglas M. Schirle
Chief Financial Officer
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.