Form 8-K

8-K — GSI TECHNOLOGY INC

Accession: 0001104659-26-099675

Filed: 2026-08-21

Period: 2026-08-18

CIK: 0001126741

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2623712d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2623712d1_ex10-1.htm)

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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): August

18, 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 1.01 Entry into a Material Definitive Agreement.

On August 18, 2026, GSI Technology Taiwan Inc., a wholly-owned

subsidiary of GSI Technology, Inc. (the “Company”), entered into a Factory Lease Agreement (the “Lease Agreement”)

with Tai Yuen Textile Co., Ltd. (the “Lessor”) extending the existing lease of the Company’s 25,250 square foot

facility in Chu-Pei City, Taiwan (the “Premises”). The Company uses the Premises as the primary office and operations facility

for its Taiwan subsidiary.

The Lease Agreement provides for a lease term of three (3) years,

commencing on September 1, 2026 and expiring on August 31, 2029. Monthly rent, inclusive of tax, under the Lease Agreement is

NT$605,640 (approximately US$19,015).

The Lease Agreement is an English translation of the original agreement,

which was executed in Chinese.

The foregoing description of the Lease Agreement does not purport to

be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which is filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on August 20, 2026.

At the annual meeting, the matters set forth below were submitted to a vote of the Company’s stockholders. The final tally of shares

voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are

set forth below.

1. The Company’s stockholders elected the following five persons to serve on the Company’s Board of Directors until the next

annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows:

Director Nominees

For

Withhold

Broker Non-Vote

Elizabeth Cholawsky

15,450,100

753,629

9,535,179

Haydn Hsieh

15,086,815

1,116,914

9,535,179

Ruey L. Lu

14,807,220

1,396,509

9,535,179

Lee-Lean Shu

15,458,859

744,870

9,535,179

Ronald R. Steger

15,453,726

750,003

9,535,179

2. The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting

firm for the fiscal year ending March 31, 2027, with the votes cast as follows:

Votes For:

25,328,122

Votes Against:

236,149

Abstentions:

174,637

Broker Non-Votes:

3. The Company’s stockholders approved an advisory (non-binding) resolution regarding the fiscal 2026 compensation of the executive

officers named in the Summary Compensation Table, as disclosed in the Company’s proxy statement for the annual meeting, with the

votes cast as follows:

Votes For:

15,296,402

Votes Against:

868,466

Abstentions:

38,861

Broker Non-Votes:

9,535,179

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Factory Lease Agreement, dated August 18, 2026, by and between GSI Technology Taiwan Inc. and Tai Yuen Textile Co., Ltd. (English translation)

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.

Date: August 21, 2026

GSI Technology, Inc.

By:

/s/

Douglas M. Schirle

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2623712d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Tai Yuan Hi-Tech

Industrial Park

Factory Lease

Agreement

This

agreement is established between

Lessee,

GSI Technology Taiwan Inc (hereinafter referred to as Lessee)

and

Lessor,

Tai Yuen Textile Co., Ltd. (hereinafter referred to as Lessor)

for the purpose

of reantal of properties in Tai Yuan Hi-Tech Industrial Park. Both parties to this agreement concur to comply with the conditions hereinbelow

provided:

Article 1

Rented House

Lessor shall rent the following house to Lessee:

1.     House

Location: first house at 6F-1,and second house at 5F-2, No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City, Hsinchu County

Area: 710.23 pings

2.     Both parties agree to transfer the house as

it is.

Article 2

Rents

1.     Monthly

rent shall be NT$605,640 inclusive of tax.

2.     Rent

shall be paid every month, but Lessee shall draw 12 checks at a time which totally cover one-year rents to Lessor. The date of issue for

a check shall be the fisrt day of the lease period in every month stipulated in the lease agreement. Lessor shall issue an invoice to

Lessee after a check for paying the monthly rent has cashed. The rents for the 2nd year shall be paid in the same way; the

checks drawn shall be given to Lessor before the last check, for the last term of the 1st year, cashes. If any of these checks

drawn by Lessee can not be cashed on time, a penalty fine amounting to 1% of the monthly rent shall be calculated and paid every day.

Article 3

Guarantee (Deposit)

Lessee shall be obliged to submit a guarantee

(deposit) in the amount of NT$1,816,920 (equal to a 3-month rent, inclusive of tax) upon the execution of this agreement. If Lessee owes

any rents or damanges, Lessor may deduct such rents or damanges from the guarantee (deposit) first. After expiration of the lease when

Lessee fully vacates the said premises, Lessor shall return the guarantee (deposit) in full, without any interest payment due, after deducting

any fees unpaid by Lessee.

Article 4

Lease Period

The lease period shall be for a period of 3 years

only, effective from Sep. 1, 2026 to Aug. 31, 2029. If Lessor wants to rent the house continuously after expiration of the lease

agreement, Lessee has the priority right to rent it first, but Lessee shall notify Lessor of such intension 3 months before the lease

expiration, and the lease conditions in the next lease agreement shall be negotiated again.

Article 5

Use of Rented Property

1.     Lessee

shall neither sublet, loan nor transfer the rental of, nor institute any means that may submit a portion or the entirety of the house

to the usage or facility of a third-person, without the prior consent of Lessor.

2.     Lessee

shall abidy by laws and Tai Yuan Hi-Tech Industrial Park Regulations, and shall not use the house for any illegal purposes or for storage

of dangerous materials that are hazardous to public safety.

3.     If

an interior decoration becomes necessary, Lessee shall be obliged to obtain the prior consent of Lessor before effecting such interior

decoration; however, Lessee shall be obliged to ensure that such interior decorating shall not, in anyway, destroy the original construction

of the house or violate any laws. Should any law be violated because of such decoration, Lessee shall restore to its original condition;

otherwise Lessor may terminate the agreement. When Lessor terminates this agreement, Lessee shall take back all decorated articles and

equipment and be obliged to restore the house into its original condition on the time the house is due for return to Lessor. Any damage

to a 3rd party shall be compensated by Lessee. If Lessor suffers loss consequently, Lessee shall compensate and be responsible

for all expenses of Lessor.

4.     Lessee

shall have public accident insurance (Insurance Amount: More than NT$20,000,000 for body injuries per incident; More than NT$2,000,000

for house loss per incident) and fire legal responsibility insurance. Should Lessee fail to obtain any of the above insurance and thus

cause any loss to a 3rd party or Lessor, Lessee shall be responsible for compensation of such loss.

Article 6

Damage and Repair

1.     For

any damage or destruction to the house that is ascribed to Lessee’s responsibility, Lessee shall be held liable for repair or damages.

2.     For

any damage or destruction to the house that is not ascribed to Lessee’s responsibility, Lessor shall be held liable for repair.

If Lessor fails to repair within the period demanded by Lessee, Lessee may repair or have a repairperson repair, and repair expenses shall

be paid by Lessor.

Article 7

Expense and Tax

1.     House

tax and land tax shall be at the expense of Lessor, whereas, all utility bills, telecommunication expense, cleaning expense, waste cleaning

expense, equipment rapair & maintenance expense, management expense and other necessary expenses to be paid for using the house

shall be at the expense of Lessee.

2.     Lessee

shall pay the above-mentioned expenses on time regardless of whether Lessee uses the house during the lease period or not.

Article 8

Breach of Contract & Punishmnet

1.     If

Lessee violates the agreement while using the house and fails to correct or fails to completely correct within 7 days after Lessor’s

notification, Lessor may terminate the lease agreement.

2.     If

either of the parties violates the agreement and thus damages the other party’s rights, the violating party shall compensate the

other party for the loss and other relevant expenses.

3.     At

the expiration of the lease, except if Lessor consents to continue the lease of the house, Lessee shall be obliged to return the house

to Lessor, in the spirit of goodwill, fully vacated and under the same conditions that it was leased. Lessee shall not issue any cause

for denial nor present any protest to such a turnover. In the event that Lessee shall fail to return the house on time, then Lessor shall

demand the payment of a breach of contract penalty amounting to one-time the amount of the agreed rent, for the period starting from the

day following the expiration date until the last day that Lessee remains in occupation of the house.

4.     Should

Lessee fail to make the rent payment for 2 months, Lessor may terminate the lease agreement.

5.     If

Lessee violates the agreement while using the house and fails to correct or fails to completely correct within 7 days after Lessor’s

notification, Lessor may terminate the lease agreement. For any loss or damage, Lessor may ask for compensation.

Article 9

Lease Termination

1.     If

one party decides to terminate this agreement before expiration of the lease, the terminating party shall obtain the written consent of

the other party. If Lessee wants to move out of the house while lease agreement is still in effect, Lessee shall give a 3 months written

notification to Lessor and pay the amount of a 3-month rent to Lessor as comensation. If Lessor wants to tack back the rented house earlier

before expiration of the lease, Lessor shall also give Lessee a 3 months written notification and pay the amount equial to a 3-month rent

to Lessee as comensation.

2.     Lessee

shall be obliged to fully vacate and restore the house into its original condition on the time the house is due for return to Lessor.

At the expiration of this agreement, any furniture, machin or item that Lessee has failed to take out of the house during the vacation

of the house, shall be regarded as junk or abandoned item, the settlement of which shall be left to the discretion of Lessor. Any expenses

incurring shall be paid by Lessee or deducted from the guarantee (deposit) first. Lessee shall make any causes to claim any rights or

ask any expense from Lessor.

Article 10

Notarial Lease Agreement

1.     Lessor

and Lessee shall deal with notarization of the lease agreement together, and the notarization fee shall be paid by both parties averagely.

2.     Should

Lessee fail to pay rents or any penalty due to breach of contract, or refuse to vacate and move out of the house at the expiration of

the lease agreement, such payment or moving out will be enforced according to the law. Should Lessor fail to return the guarantee (deposit)

under the lease agreement, such return will be enforced according to the law.

Article 11

Jurisdiction

Both parties agree that for any lawsuit involving

the lease agreement, 1st trial court shall be Hsinchu District Court.

Article 12

Other Condistions

1.     After

being given the house, Lessee shall pay the expenses stipulated in Article 7 of this lease agreement.

2.     The

lease agreement is made in quadruplicate. Ecah party shall keep on copy; each of the court and the office of notary public shall keep

one copy.

Signed

by:

Lessee

GSI Technology

Taiwan , Inc,

(with seal)

Legal

Representative:

Wu,

Bor-Tay (with seal)

Uniform

No.:

53292218

Address:

6F-1,

No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City, Hsinchu County

Tel:

(03)

5525345

Lessor

Tai Yuen Textile

Co., Ltd.

(with seal)

Legal

Representative:

Hu,

Kuang-Hua (with seal)

Uniform

No.:

03516001

Address:

8F,

No. 2, Dun Hua S. Rd., Sec. 2, Taipei City

Tel:

(02)

2755-2222

Aug. 18th

, 2026

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