Form 8-K

8-K — GSI TECHNOLOGY INC

Accession: 0001104659-26-067475

Filed: 2026-05-28

Period: 2026-05-26

CIK: 0001126741

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): May

26, 2026

GSI

Technology, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-33387

77-0398779

(State

or other jurisdiction of

incorporation)

(Commission

File No.)

(I.R.S.

Employer Identification No.)

1213

Elko Drive

Sunnyvale,

California 94089

(Address of principal executive

offices)

Registrant’s telephone number, including

area code:

(408)

331-8800

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see

General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol(s)

Name

of each exchange on which registered:

Common

Stock, $0.001 par value

GSIT

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2026, the Compensation Committee of

the Board of Directors of GSI Technology, Inc. (the "Company") adopted the Company's 2027 Variable Compensation Plan (the "2027

Plan"), which is similar in structure to previous variable compensation plans for the Company's executive officers. The 2027 Plan

is designed to encourage performance and retention of eligible employees by providing cash bonus awards based on the Company's performance

during the fiscal year ending March 31, 2027. Each of the Company's executive officers is eligible to participate in the 2027 Plan. Certain

other non-executive officers and key employees are also eligible to participate.

Under the 2027 Plan, each participant has a designated

target bonus. The target bonus for Lee-Lean Shu, the Company's President, Chief Executive Officer and Chairman, is $275,000, and the

target bonus for each of the other executive officers is $137,500. The actual bonus awards will be computed on the basis of the Company's

achievement of performance criteria based on SRAM net revenue and Associative Processing Unit (APU) net revenue and/or research and development

funding recorded as offset to research and development expense for the APU products. The amounts payable under the 2027 Plan will be

increased or decreased based upon the Company achieving or missing the overall net revenue target and the APU net revenue targets. If

the target performance goals are exceeded, the actual bonus awards payable to participants may be up to two times the target bonus.

Bonus awards under the 2027 Plan are subject

to vesting based on the participant's continued employment with the Company, with 60% becoming vested and payable on the last business

day in April 2027 and 20% becoming vested and payable on the last business day of April in each of the succeeding two years.

A copy of the 2027 Plan is filed as Exhibit 10.1 to this report

and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

GSI Technology, Inc. 2027 Variable Compensation Plan

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

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 hereunto duly authorized.

GSI

Technology, Inc.

Date: May 28, 2026

By:

/s/ Douglas M. Schirle

Douglas M. Schirle

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615801d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

GSI TECHNOLOGY, INC.

2027 VARIABLE COMPENSATION PLAN

(Effective as of April 1, 2026)

1.             Introduction.

The Company hereby adopts the Plan, effective as of April 1, 2026. The purpose of the Plan is to encourage performance and achieve

retention of a select group of executive employees of GSI Technology, Inc. This document constitutes the written instrument under

which the Plan is maintained.

2.             Definitions.

“Cause” means (i) conviction of

a felony or a crime of moral turpitude; (ii) misconduct that results in harm to the Company; (iii) material failure to perform

assigned duties; or (iv) willful disregard of lawful instructions from the chief executive officer of the Company or the Board of

Directors relating to the business of the Company or any of its affiliates.

“Code” means the Internal Revenue Code

of 1986, as amended, and the regulations issued with respect thereof.

“Committee” means the Compensation

Committee of the Company’s Board of Directors.

“Company” means GSI Technology, Inc.,

a Delaware corporation.

“Disability” means that a Participant

(i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment

which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii)

is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected

to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months

under an accident and health plan covering employees of the Participant’s employer.

“Eligible Employee” means each employee

who is eligible for the Plan as designated by the Committee as set forth in approved minutes.

“Normal Retirement Age” means age sixty

(60).

“Participant” means each Eligible Employee

who is designated from time to time by the Committee in writing.

“Plan” means the GSI Technology, Inc.

2027 Variable Compensation Plan, as set forth in this document and as hereafter amended.

“Retirement” means the termination

of employment after Normal Retirement Age.

3.            Variable

Compensation Award.

(a)            Variable

Compensation Award and Calculation of Payable Amount. Each Participant will receive an award, entitling the Participant to earn variable

compensation, the payment of which will be based upon (i) the achievement of performance criteria based on net SRAM revenues and

a target for Associative Processing Unit (APU) net revenue and/or R&D funding recorded as offset to R&D expense, all determined

in accordance with US GAAP and (ii) continued employment by the Participant through the vesting dates set forth in Section 4

hereof (the “Variable Compensation Award”). The Committee shall designate in writing the amount payable under the Variable

Compensation Award and, if applicable, the percentage of the amount payable under the Variable Compensation Award that is allocable to

each of the criteria. Notwithstanding the foregoing, the maximum amount payable under a Variable Compensation Award granted to any Participant

shall not exceed two times the Participant’s target Variable Compensation Award for 2027, unless the Committee, in its sole discretion,

decides to permit a greater amount with respect to such Participant based on the performance and condition of the Company’s business.

Also, at any time prior to April 1, 2027, the Committee or the CEO, in his, her, or its sole discretion, may reduce the amount payable

under any Participant’s Variable Compensation Award. The amount of the Variable Compensation Award that may become payable to the

extent it becomes vested in accordance with the schedule set forth in Section 4 hereof shall be calculated as soon as reasonably

practicable following April 1, 2027 based on the extent to which the performance criteria set forth in this Section 3(a) have

been achieved (the “Award Payment Amount”).

4.            Payment

of Variable Compensation Award.

(a)            Vesting,

Timing and Form of Payment. Subject to Sections 4(b), 4(c), 4(d) and 7, each Participant’s Award Payment Amount shall

vest and be paid as follows:

(i)             Sixty

percent (60%) of the Participant’s Award Payment Amount shall vest and be payable to the Participant on the last business day in

April 2027; and

(ii)            Twenty

percent (20%) of the Participant’s Award Payment Amount (i.e. fifty percent (50%) of the Award Payment Amount then remaining) shall

vest and be payable to the Participant on the last business day in April 2028; and

(iii)           Twenty

percent (20%) of the Participant’s Award Payment Amount (i.e. one-hundred percent (100%) of the Award Payment Amount then remaining)

shall vest and be payable to the Participant on the last business day in April 2029.

(b)            Distribution

in the Event of Retirement, Termination as a result of Disability or without Cause. If a Participant terminates employment because of

Retirement or Disability, or the Company terminates a Participant’s employment without Cause, the Participant shall be entitled

to payment of all of his or her Award Payment Amount according to the schedule in Section 4(a), provided that if termination under

these conditions occurs prior to April 1, 2027, the amount of the Variable Compensation Award payable will be the Award Payment Amount

calculated pursuant to Section 3(a), multiplied by the number of days employee was employed in Fiscal 2027 by the Company and then

divided by 365 days, and all remaining amounts payable under Variable Compensation Award for 2027 shall be forfeited.

If the Company terminates a Participant’s employment for Cause or if the Participant’s employment is terminated for any reason

other than as a result of Retirement or Disability, he or she shall forfeit all or any portion of his or her entire Award Payment Amount

for 2027 (as set forth in Section 3(a)) which is not yet vested and payable under the schedule set forth in Section 4(a) as

of the date of termination.

(d)            Timing

of Distribution to a Beneficiary. If a Participant dies while still employed by the Company or after termination due to Retirement, Disability,

or termination by the Company without Cause but before receiving a distribution of all of his or her Award Payment Amount according to

the schedule in Section 4(a), then the vesting of the Participant’s Award Payment Amount shall be fully accelerated such that

one-hundred percent (100%) of the Award Payment Amount, as calculated pursuant to Section 4(b) hereof (with the amount prorated

to the date of death in the event death occurs prior to April 1, 2027), will be distributed to his or her beneficiary as a lump sum

distribution on the April 30 following the Participant’s death.

(e)            Beneficiary

Designation. Each Participant must designate a beneficiary to receive a distribution of his or her Variable Compensation Award if the

Participant dies before such amount is fully distributed to him or her. To be effective, a beneficiary designation must be signed, dated

and delivered to the Committee. In the absence of a valid or effective beneficiary designation, the Participant’s surviving spouse

will be his or her beneficiary or, if there is no surviving spouse, the Participant’s estate will be his or her beneficiary. If

a married Participant designates anyone other than his or her spouse as his or her beneficiary, such designation will be void unless it

is signed and dated by the Participant’s spouse.

5.            Withholding.

The Company will withhold from any Plan distribution all required federal, state, local and other taxes and any other payroll deductions

that may be required.

6.            Administration.

The Committee has the full and exclusive discretion to interpret and administer the Plan. All actions, interpretations and decisions of

the Committee are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. Subject to the

provisions of the Plan, the Committee shall have full authority to select, in its sole discretion the Participants to whom Variable Compensation

Awards will be granted.

7.            Amendment

or Termination. Through March 31, 2027, the Committee, in its sole and unlimited discretion, may amend or terminate the Plan at any

time, without prior notice to any Participant. After April 1, 2027, the Committee may amend or terminate the Plan provided that any

such amendment does not reduce or increase any benefit to which a Participant has accrued and is otherwise entitled to under the terms

of the Plan, nor accelerate the timing of any payment under the Plan. Notwithstanding the foregoing to the contrary, the Company reserves

the right to the extent it deems necessary or advisable, in its sole discretion, to unilaterally alter or modify the Plan and any Variable

Compensation Awards made thereunder to ensure that the Plan and Variable Compensation Awards provided to Participants who are U.S. taxpayers

are made in such a manner that either qualify for exemption from or comply with Code Section 409A; provided, however, that the Company

makes no representations that the Plan or any Variable Compensation Awards made thereunder will be exempt from or comply with Code Section 409A

and makes no undertaking to preclude Code Section 409A from applying to the Plan or any Variable Compensation Awards made thereunder.

The Plan shall automatically terminate on the date when no Participant (or beneficiary) has any right to or expectation of payment of

further benefits under the Plan.

8.             Source

of Payments. All payments under the Plan will be paid in cash from the general funds of the Company. No separate fund will be established

under the Plan, and the Plan will have no assets. Any right of any person to receive any payment under the Plan is no greater than the

right of any other general unsecured creditor of the Company. The Plan shall be binding upon the Company’s successors and assigns.

9.             Inalienability.

A Participant’s rights to benefits under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment,

pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s beneficiary.

10.          Applicable

Law. The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the State of California without

reference to its principles of conflicts-of-laws.

11.           Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision

of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

12.           No

Right of Continued Employment. THE PLAN DOES NOT GIVE ANY ELIGIBLE EMPLOYEE OR PARTICIPANT THE RIGHT TO BE RETAINED AS AN EMPLOYEE. SUBJECT

TO THE TERMS OF ANY WRITTEN EMPLOYMENT AGREEMENT TO THE CONTRARY, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF

EMPLOYMENT OF AN ELIGIBLE EMPLOYEE OR A PARTICIPANT AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR WITHOUT CAUSE.

13.           Bindings

on Successor. The liabilities and obligations of the Company under the Plan will be binding upon any successor corporation or entity which

succeeds to all or substantially all of the assets and business of the Company by merger or other transaction.

IN WITNESS WHEREOF, GSI Technology, Inc., by its duly authorized

officer, has executed the Plan on the date indicated below.

GSI TECHNOLOGY, INC.

/s/ Lee-Lean Shu

Name: Lee-Lean Shu

Title: Chief Executive Officer

Date:

5/26/2026

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