Beneficial Ownership Report · SCHEDULE 13D
GSI TECHNOLOGY INC
GSITNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D
primary_doc.xml
Subject company
- Company
- GSI TECHNOLOGY INC
- Company CIK
- 0001126741
- Street
- 1213 Elko Drive
- City
- Sunnyvale
- State / country code
- CA
- Postal code
- 94089
Statement details
- Security class
- Common Stock, $0.001 par value per share
- Event date
- 02/18/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Galloway Capital Partners, LLC
- Phone
- (917) 405-4591
- Street
- 650 NE 2nd Avenue, #3007
- City
- Miami
- State / country code
- FL
- Postal code
- 33132
Reporting person 1
- Name
- Galloway Capital Partners, LLC
- Reporting person CIK
- 0001991451
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,818,950.00
- Percent of class
- 5.02
- Sole voting power
- 0.00
- Shared voting power
- 1,818,950.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 1,818,950.00
- Aggregate excludes certain shares
- N
- Comments
- (1) This represents 1,048,450 shares of common stock and 770,500 shares underlying call options exercisable within 60 days managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 36,186,203 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026.
Reporting person 2
- Name
- Galloway Capital, LP
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,818,950.00
- Percent of class
- 5.02
- Sole voting power
- 76,000.00
- Shared voting power
- 1,818,950.00
- Sole dispositive power
- 76,000.00
- Shared dispositive power
- 1,818,950.00
- Aggregate excludes certain shares
- N
- Comments
- (1) This represents 1,048,450 shares of common stock and 770,500 shares underlying call options exercisable within 60 days securities managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 36,186,203 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026.
Reporting person 3
- Name
- Galloway Capital SPV I, LLC
- No reporting person CIK indication
- Y
- Citizenship / organization
- DE
- Reporting person type
- OO
- Group designation
- b
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,818,950.00
- Percent of class
- 5.02
- Sole voting power
- 235,600.00
- Shared voting power
- 1,818,950.00
- Sole dispositive power
- 235,600.00
- Shared dispositive power
- 1,818,950.00
- Aggregate excludes certain shares
- N
- Comments
- (1) This represents 1,048,450 shares of common stock and 770,500 shares underlying call options exercisable within 60 days managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 36,186,203 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026.
Reporting person 4
- Name
- GALLOWAY BRUCE
- Reporting person CIK
- 0000924483
- No reporting person CIK indication
- N
- Citizenship / organization
- FL
- Reporting person type
- IN
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 1,818,950.00
- Percent of class
- 5.02
- Sole voting power
- 50,500.00
- Shared voting power
- 1,818,950.00
- Sole dispositive power
- 50,500.00
- Shared dispositive power
- 1,818,950.00
- Aggregate excludes certain shares
- N
- Comments
- (1) This represents 1,048,450 shares of common stock and 770,500 shares underlying call options exercisable within 60 days managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 36,186,203 shares of Common Stock outstanding as of January 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026.
Item 1
Issuer
GSI TECHNOLOGY INC
Security title
Common Stock, $0.001 par value per share
Principal address
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
Citizenship
Delaware
Principal occupation
The address of the principal business office of each Reporting Person is 650 NE 2nd Avenue, #3007, Miami, FL 33132.
Filing person
(i) Galloway Capital Partners, LLC (ii) Galloway Capital, LP (iii) Galloway Capital SPV I, LLC (iv) Bruce Galloway
Criminal proceedings response
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.
Proceedings description
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.
Principal business address
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.
Item 3
Source of funds
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
Number of shares
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.
Transactions
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.
Other persons with an interest
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.
Date ownership ceased to exceed 5%
Not applicable.
Percentage of class
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.
Item 6
Contracts and arrangements
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
Filed exhibits
Ex 99.1 Joint Filing Agreement dated February 18, 2026 Ex 99.2 Letter to Management dated February 18, 2026
Signature 1
- Reporting person
- Galloway Capital Partners, LLC
- Signed
- /s/ Bruce Galloway
- Title
- Bruce Galloway, Managing Member
- Date
- 02/18/2026
Signature 2
- Reporting person
- Galloway Capital, LP
- Signed
- /s/ Bruce Galloway
- Title
- Bruce Galloway, Managing Member
- Date
- 02/18/2026
Signature 3
- Reporting person
- Galloway Capital SPV I, LLC
- Signed
- /s/ Bruce Galloway
- Title
- Bruce Galloway, Managing Member
- Date
- 02/18/2026
Signature 4
- Reporting person
- GALLOWAY BRUCE
- Signed
- /s/ Bruce Galloway
- Title
- Bruce Galloway
- Date
- 02/18/2026
Filed exhibits
- JOINT FILING AGREEMENT DATED FEBRUARY 18, 2026 ↗e7342_ex99-1.htm
- LETTER TO MANAGEMENT DATED FEBRUARY 18, 2026 ↗e7342_ex99-2.htm
Company context
GSI Technology is at the forefront of the AI revolution with our groundbreaking APU technology, designed for unparalleled efficiency in billion-item database searches and high-performance computing. GSI Technology’s innovations, Gemini-I® and Gemini-II®, offer scalable, low-power, high-capacity computing solutions that redefine edge computing capabilities. GSI Technology is not just advancing technology; we're shaping a smarter, faster, and more efficient future.