This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Other Accounting Standards Updates The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. Other Recent Updates Various other ASUs have been issued that primarily contain technical corrections or industry-specific guidance.

General In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risks described below and in our subsequent periodic filings with the SEC.

Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10). Concentrations The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows.

General In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and the Company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risks described below and in our subsequent periodic filings with the SEC. The following risk factors should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes in this Annual Report on Form 10-K.

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $2,088,274 and $911,467, respectively. Derivative Liabilities The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

Management’s Discussion and Analysis of Financial Condition and Results of Operations. Executive Overview During the years ended December 31, 2025 and 2024, the Company’s primary business focused upon providing armed and unarmed security services through its Sentry and USS subsidiaries. They offer professional security personnel and services, including on-site protection, mobile patrol, and event security, enhanced by smartphone-based security applications.

Liquidity Our principal sources of liquidity as of April 25, 2025 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our commercial paper program and related credit facility. Cash, cash equivalents and short-term investments consisted of the following (in millions): April 25, 2025 April 26, 2024 Cash and cash equivalents $ 2,742 $ 1,903 Short-term investments 1,104 1,349 Total $ 3,846 $ 3,252 45 As of April 25, 2025 and April 26, 2024, $2.5 billion and $2.1 billion, respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $1.3 billion and $1.2 billion, respectively, were available in the U.S.

Liquidity Our principal sources of liquidity as of April 24, 2026 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our credit facility and commercial paper program. Cash, cash equivalents and short-term investments consisted of the following (in millions): April 24, 2026 April 25, 2025 Cash and cash equivalents $ 2,070 $ 2,742 Short-term investments 1,514 1,104 Total $ 3,584 $ 3,846 As of April 24, 2026 and April 25, 2025, $2.3 billion and $2.5 billion, respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $1.3 billion was available in the U.S as of the end of each fiscal year.

Liquidity Our principal sources of liquidity as of April 25, 2025 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our commercial paper program and related credit facility. Cash, cash equivalents and short-term investments consisted of the following (in millions): April 25, 2025 April 26, 2024 Cash and cash equivalents $ 2,742 $ 1,903 Short-term investments 1,104 1,349 Total $ 3,846 $ 3,252 45 As of April 25, 2025 and April 26, 2024, $2.5 billion and $2.1 billion, respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $1.3 billion and $1.2 billion, respectively, were available in the U.S. Our principal liquidity requirements are primarily to meet our working capital needs, support ongoing business activities, fund research and development, meet…

Liquidity Our principal sources of liquidity as of April 24, 2026 consisted of cash, cash equivalents and short-term investments, cash we expect to generate from operations, and our credit facility and commercial paper program. Cash, cash equivalents and short-term investments consisted of the following (in millions): April 24, 2026 April 25, 2025 Cash and cash equivalents $ 2,070 $ 2,742 Short-term investments 1,514 1,104 Total $ 3,584 $ 3,846 As of April 24, 2026 and April 25, 2025, $2.3 billion and $2.5 billion, respectively, of cash, cash equivalents and short-term investments were held by various foreign subsidiaries and were generally based in U.S. dollar-denominated holdings, while $1.3 billion was available in the U.S as of the end of each fiscal year. Our principal liquidity requirements are primarily to meet our working capital needs, support ongoing business activities, fund research and development, meet capital expenditure needs, invest in critical or complementary technologies through asset purchases and/or business acquisitions, service interest and principal payments on our debt, fund our stock repurchase program, and pay dividends, as and if declared.

Forward-looking statements are all statements (and their underlying assumptions) included in this document that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “committed,” “estimate,” “intend,” “plan,” “positions,” “predict,” “seek,” “strive,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to future events or circumstances. A non-comprehensive list of the topics including forward-looking statements in this document includes: • our future financial and operating results; • our strategy; • our beliefs and objectives for future operations, research and development; • expectations regarding future product releases, growth and performance; • global political, economic and industry conditions and trends; • expected timing of, customer acceptance of and benefits from,…

Forward-looking statements are all statements (and their underlying assumptions) included in this document that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “committed,” “estimate,” “intend,” “plan,” “positions,” “predict,” “forecast,” “seek,” “strive,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to future events or circumstances. A non-comprehensive list of the topics including forward-looking statements in this document includes: • our future financial and operating results; • our strategy; • our beliefs and objectives for future operations, research and development; • expectations regarding future product releases, growth and performance; • global political, economic and industry conditions and trends; • expected timing of, customer acceptance of and benefits from, product introductions, developments and enhancements; • expected benefits from acquisitions, joint ventures, growth opportunities and investments; • expected outcomes from legal, regulatory and administrative proceedings; • our competitive position; • our short-term and long-term cash requirements, including, without limitation, anticipated capital expenditures; • our anticipated tax rate; • the repayment of our indebtedness; and • future uses of our cash, including, without limitation, the continuation of our stock repurchase and cash dividend programs.

We target sustainable energy solutions that are profitable for us, profitable for our customers and represent the future of global energy production. Our principal businesses Waste Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities using our patented Clean Cycle TM generator to create electricity which can be recycled or sold to the grid. Waste to Energy Solutions – we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.

We target sustainable energy solutions that are profitable for us, profitable for our customers and represent the future of global energy production. Our principal businesses Waste Heat Recovery Solutions – we recycle wasted heat produced in manufacturing, waste to energy and power generation facilities using our patented Clean Cycle TM generator to create electricity which can be stored or sold to the grid. Waste to Energy Solutions – we convert waste products created in manufacturing, agriculture, wastewater treatment plants and other industries to electricity, renewable natural gas (“RNG”), hydrogen and bio char which are sold or used by our customers.

Engineering, Consulting and Project Management Solutions – We provide power generation, waste to energy, and heat recovery Engineering, Procurement and Construction (EPC) services to to municipal and industrial customers and to design and incorporate clean energy solutions in their projects. CETY HK Clean Energy Technologies (H.K.) Limited (“CETY HK”) consists of two business ventures in mainland China: (i) our natural gas (“NG”) trading operations sourcing and suppling NG to industries and municipalities, operated through our PRC Subsidiaries and Shuya. The NG is principally used for heavy truck refueling stations and urban or industrial users.

Engineering, Consulting and Project Management Solutions – We provide power generation, waste to energy, and heat recovery Engineering, Procurement and Construction (EPC) services to municipal and industrial customers and to design and incorporate clean energy solutions in their projects. CETY HK Clean Energy Technologies (H.K.) Limited (“CETY HK”) currently consists of two business verticals in mainland China: (i) Natural Gas (“NG”) Trading Operations – CETY HK sources and supplies natural gas to industrial customers and municipalities through its PRC subsidiaries. The NG is primarily used for heavy-duty truck refueling stations as well as urban and industrial applications.

Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this report.

You should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this report. Restatement of Previously Issued Financial Statements The following discussion and analysis of our financial condition and results of operations reflects the restatement of our previously issued consolidated financial statements as of and for the year ended December 31, 2024. As described in Note 19 to the consolidated financial statements included in

We were incorporated in California in 1995 under the name Giga Semiconductor, Inc. We changed our name to GSI Technology in December 2003 and reincorporated in Delaware in June 2004 under the name GSI Technology, Inc. Our principal executive offices are located at 1213 Elko Drive, Sunnyvale, California, 94089, and our telephone number is (408) 331-8800.

Business Overview GSI Technology, Inc. (“GSI” or the “Company”) is a semiconductor company pursuing a two-pronged business strategy. Our growth strategy centers on the commercialization of our proprietary associative processing unit (“APU”) technology, which enables high-performance, low-power, compute-in-memory processing for artificial intelligence, high-performance computing, and search applications at the edge.

Business Overview GSI provides in-place associative computing solutions for applications in high growth markets such as artificial intelligence (“AI”) and high-performance computing (“HPC”), including natural language processing and computer vision. Our associative processing unit (“APU”) family of products are focused on applications using similarity search and Boolean processing.

Business Overview GSI Technology, Inc. (“GSI” or the “Company”) is a semiconductor company pursuing a two-pronged business strategy. Our growth strategy centers on the commercialization of our proprietary associative processing unit (“APU”) technology, which enables high-performance, low-power, compute-in-memory processing for artificial intelligence, high-performance computing, and search applications at the edge. We fund this development through our established legacy business designing and selling high-speed synchronous static random access memory (“SRAM”) products, primarily for the networking and telecommunications, test and measurement, and military/defense and aerospace markets.

Risk Factor Summary Our business is subject to numerous risks and uncertainties, which are more fully described in the Risk Factors below. These risks include, but are not limited to: Risks Related to Our Business and Financial Condition ● Unpredictable fluctuations in our operating results could cause our stock price to decline. ● KYEC and Nokia account for a significant percentage of our net revenues. If these customers, or any of our other major customers, reduces the amount they purchase, stops purchasing our products or fails to pay us, our financial position and operating results will suffer.

Risk Factor Summary Our business is subject to numerous risks and uncertainties, which are more fully described in the Risk Factors below. These risks include, but are not limited to: Risks Related to Our Business and Financial Condition ● Unpredictable fluctuations in our operating results could cause our stock price to decline. ● KYEC, Nokia and Cadence Design Systems account for a significant percentage of our net revenues. If these customers, or any of our other major customers, reduce the amount they purchase, stop purchasing our products or fail to pay us, our financial position and operating results will suffer. ● We are reliant on U.S. government funding and government shutdowns may materially adversely affect our business and results of operations. ● We depend upon the sale of our Very Fast SRAMs for most of our revenues while we transform the focus of our business to the sale of in-place associative computing products and services, and a downturn in demand for Very Fast SRAM products or our inability to achieve our revenue goals for our new in-place associative computing products and services may cause us to experience cash shortfalls that would harm our business and our future prospects. ● Our future success is substantially dependent on the successful introduction of new in-place associative computing products which entails significant risks. ● Worldwide inflationary pressures, increased or new tariffs, export controls and other trade barriers, trade disputes and increasing geopolitical tensions, the military conflicts in Ukraine and the Middle East, and the challenging global economic environment may adversely affect our revenues, results of operations and financial condition. ● We have incurred significant losses and may incur losses in the future. ● If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected. ● If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results. ● We are dependent on a number of single source suppliers.