SEC Form 4 · accession 0001962329-26-000057
GigaCloud Technology Inc · GCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lei Wu
Officer — Chief Executive Officer · Director · 10% Owner
JI XIANG HU TONG HOLDINGS LTD
Officer — Chief Executive Officer · Director · 10% Owner
SHAN LAO HU TONG LLC
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Aug 10, 2026
Accepted (ET)
Aug 12, 2026 · 9:36 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001857816
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary Shares, par value $0.05 per shareF1,F2 | Aug 10, 2026 | G | 6,000 | $0.00 | D | 154,000 | D | |
| Class A Ordinary Shares, par value $0.05 per shareF2,F3,F4 | holding | — | — | — | 286,058 | I | By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary Shares, par value $0.05 per shareF2,F3,F6,F5 | — | holding | — | — | — | — | — | Class A Ordinary Shares, par value $0.05 per share | 6,865,674 | 6,865,674 | I |
| Forward sale contract (obligation to sell)F2,F3,F4,F7,F8,F9 | — | holding | — | — | — | — | — | Class A Ordinary Shares, par value $0.05 per share | 286,058 | 286,058 | I |
| Class B Ordinary Shares, par value $0.05 per shareF2,F5 | — | holding | — | — | — | — | — | Class A Ordinary Shares, par value $0.05 per share | 5,000 | 5,000 | D |
Explanation of responses
- F1This transaction represents a charitable donation by the reporting person to City of Hope, a non-related, registered 501(c)(3) non-profit organization. No value was received by the reporting person for the gifted shares.
- F2This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 of Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Lei Wu ("Mr. Wu") is the sole member and sole manager of a limited liability company, Shan Lao Hu Tong LLC, that is the sole shareholder of Ji Xiang Hu Tong Holdings Limited. As a result of these relationships, Mr. Wu may be deemed to be an indirect beneficial owner of the securities held by Ji Xiang Hu Tong Holdings Limited.
- F4Represents Class A ordinary shares, par value of US$0.05 per share, of the Issuer ("Class A Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited.
- F5The Class B Ordinary Shares are convertible at any time at the option of the holder into an equal number of Class A Ordinary Shares at no cost.
- F6Represents Class B ordinary shares, par value of US$0.05 per share, of the Issuer ("Class B Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited.
- F7On June 2, 2026 and June 4, 2026, the Reporting Person entered into financing transactions with an unaffiliated third party buyer to receive approximately $8.7 million secured by a pledge of a total of 286,058 Class A Ordinary Shares (the "Pledged Shares"). The transactions obligate the Reporting Person to deliver to the buyer up to 286,058 Class A Ordinary Shares in the aggregate (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on different maturity dates, beginning on June 4, 2029. The number of shares of Class A Ordinary Shares to be delivered by the Reporting Person to the buyer on the maturity dates is to be generally determined as follows:
- F8(Continued from footnote 7) (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the relevant valuation date (the "Settlement Price") is less than the Cap Price but greater than the Floor Price, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to the Floor Price divided by the Settlement Price; (b) if the Settlement Price is equal or greater than the Cap Price on a maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Price and (B) the excess, if any, of the Settlement Price over the Cap Price, and a denominator equal to the Settlement Price; and
- F9(Continued from footnote 8) (c) if the Settlement Price is equal to or less than the Floor Price on a maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount. Under the June 2, 2026 transaction, the maturity date is June 4, 2029, the Cap Price is $55.34 and the Floor Price is $36.57. Under the June 4, 2026 transaction, the maturity dates are June 4, 2029, June 5, 2029, June 6, 2029, June 7, 2029 and June 8, 2029, the Cap Price is $52.67 and the Floor Price is $34.44. The Reporting Person retains beneficial ownership of the Pledged Shares, including dividend and voting rights during the term of the pledge.