How will GD Culture use proceeds from Bitcoin sales to support the February 18, 2026 share repurchase program?

Proceeds are expected to fund repurchases of the company’s common stock under the announced program. According to the company, proceeds will also cover brokerage commissions, fees, and applicable taxes associated with the transactions.

Is GD Culture required to sell a specific amount of Bitcoin for the GDC share buyback plan?

No, the company is under no obligation to complete any particular amount of Bitcoin sales. According to the company, the program may be modified, suspended, or discontinued at any time.

What costs related to Bitcoin sales did GD Culture (GDC) disclose on February 25, 2026?

The company expects proceeds to cover related brokerage commissions, fees, and applicable taxes. According to the company, these transaction-related expenses will be funded from Bitcoin sale proceeds alongside share repurchases.

GD Culture Announces Board Authorization of Bitcoin Sales to Fund Share Repurchase Program

GD Culture (Nasdaq: GDC) announced that its board authorized the sale, exchange or other disposition of Bitcoin from its 7,500 Bitcoin reserve to fund the previously announced share repurchase program disclosed on February 18, 2026.

Rhea-AI Impact

(High)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

GD Culture (Nasdaq: GDC) announced that its board authorized the sale, exchange or other disposition of Bitcoin from its 7,500 Bitcoin reserve to fund the previously announced share repurchase program disclosed on February 18, 2026.

Proceeds are expected to fund common stock repurchases and cover related brokerage commissions, fees, and applicable taxes. The Board authorized transactions may occur in one or more sales, and the Company is under no obligation to complete any specified amount; the program may be modified, suspended, or discontinued.

Positive

Board authorized use of 7,500 Bitcoin reserve to fund buybacks
Proceeds earmarked to repurchase common stock and cover related expenses

Negative

No obligation to complete any specified Bitcoin sales, creating execution uncertainty
Bitcoin Sales may incur brokerage commissions, fees, and applicable taxes

Argus Feb 25 session

+24.02% close to close Open Argus

Details

News Market Reaction – GDC

On Feb 25, the day this news came out, GDC closed 24.02% above the previous close.

Data tracked by StockTitan Argus for the Feb 25 session.

Market Context

On Feb 25, the day this news came out, the stock closed 24.0% above the previous close. A strong pos...

Analysis

On Feb 25, the day this news came out, the stock closed 24.0% above the previous close. A strong positive reaction aligns with prior responses to capital allocation and Bitcoin-related news, such as the 13.42% move on the recent US$100 million buyback authorization. The decision to monetize part of the 7,500 Bitcoin reserve to fund repurchases ties crypto holdings directly to shareholder returns. However, the existing $500,000,000 S-3 shelf and past equity raises highlight ongoing financing flexibility that could temper longer-term sentiment.

Key Figures

Bitcoin reserve: 7,500 Bitcoin Share repurchase authorization: US$100 million Shelf registration size: $500,000,000 +5 more

Bitcoin reserve: 7,500 Bitcoin; Company-held reserve referenced for potential sales
Share repurchase authorization: US$100 million; Buyback program running through August 17, 2026
Shelf registration size: $500,000,000; Form S-3 filed January 23, 2026
Previously registered securities: $100,000,000; Included in S-3 as still unsold
Equity line size: $300,000,000; Equity line referenced in S-3 summary
Q3 2025 net income: $12,088,469; Q3 2025 earnings, driven by digital asset gains
Bitcoin fair value: $857,735,191; Fair value of 7,500 Bitcoin as of Sept 30, 2025
Cash balance: $225,072; Cash as of Q3 2025 with working capital deficit

Historical Context

5 past events · Latest: Feb 18

5 events

Feb 18
Share repurchase plan

24h Move

+13.4%

Board authorized up to US$100 million share repurchase over six months.
Oct 28
Private placement

24h Move

-5.1%

US$2.8 million equity raise via private placement for working capital.
Sep 17
Crypto acquisition value

24h Move

+10.2%

Highlighted value from acquiring 7,500 Bitcoin and implied BTC per share.
Sep 16
Pallas acquisition

24h Move

-28.2%

Agreed to acquire Pallas assets, including 7,500 Bitcoin, via share issuance.
Aug 27
AI platform launch

24h Move

-3.7%

Announced upcoming AI immersive reading platform for interactive storytelling.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

bitcoin, share repurchase program, form s-3, shelf registration statement, +4 more

8 terms

bitcoin technical

"disposition of Bitcoin from the 7,500 Bitcoin reserve that the Company holds"

Bitcoin is a decentralized digital currency and asset that exists only online, created and recorded through a public digital record maintained by many computers worldwide—think of it as a shared spreadsheet that no single person controls. Investors care because it behaves like a high-risk, high-reward store of value and speculative commodity: its supply is limited, its price can swing sharply, and owning it can change a portfolio’s risk, diversification and exposure to market sentiment.

form s-3 regulatory

"filed a shelf registration statement on Form S-3 to offer and sell up to"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

shelf registration statement regulatory

"filed a shelf registration statement on Form S-3 to offer and sell up to"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

equity line financial

"recent moves include private and registered offerings, an equity line of up to"

An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.

reverse stock split financial

"authority for a reverse stock split of all authorized and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

pre-funded warrants financial

"sold 1,115,600 shares and 9,380,582 pre‑funded warrants for gross proceeds"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

regulation d regulatory

"sold under exemptions from SEC registration (Section 4(a)(2) and Rule 506(b) of Regulation D)"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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02/25/2026 - 08:30 AM

NEW YORK, Feb. 25, 2026 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) today announced that its board of directors (the “Board”) has authorized the sale, exchange, or other disposition of Bitcoin from the 7,500 Bitcoin reserve that the Company holds (the “Bitcoin Sales”) to fund its previously announced share repurchase program disclosed on February 18, 2026 (the “Share Repurchase Program”).

The Board’s authorization permits the Company to execute the Bitcoin Sales in one or more transactions, from time to time, as management determines to be in the best interests of the Company and its shareholders. Proceeds from the Bitcoin Sales are expected to be used to fund repurchases of the Company’s common stocks pursuant to the Share Repurchase Program, as well as to cover related expenses, including brokerage commissions, fees, and applicable taxes.

The Company is under no obligation to complete any particular amount of Bitcoin Sales, and the program may be modified, suspended, or discontinued at any time.

About GD Culture Group Limited

GD Culture Group Limited (the “Company”) (Nasdaq: GDC) is a Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co., Ltd. The Company plans to enter into the livestreaming market with a focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven digital human technology and live-streaming e-commerce business. For more information, please visit the Company's website at https://www.gdculturegroup.com/.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

For more information, please contact:

GD Culture Group Limited
Investor Relations Department
Email: ir@gdculturegroup.com

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GD Culture (GDC) authorize regarding its Bitcoin reserve on February 25, 2026?

The Board authorized sale, exchange, or disposition of Bitcoin from its 7,500 Bitcoin reserve. According to the company, proceeds are intended to fund the share repurchase program and cover related commissions, fees, and taxes.

Will GD Culture execute Bitcoin sales all at once or over time for the GDC repurchase program?

The Board authorized execution in one or more transactions from time to time as management determines appropriate. According to the company, sales timing and amounts are at management’s discretion to serve shareholders’ best interests.

Could the GD Culture Bitcoin sales and repurchase program be changed after February 25, 2026?

Yes, the program may be modified, suspended, or discontinued at any time. According to the company, there is no binding commitment to complete any specified amount of Bitcoin sales or repurchases.

GD Culture Announces Board Authorization of Bitcoin Sales to Fund Share Repurchase Program