GigaCloud (NASDAQ: GCT) CEO uses prepaid forward to monetize 700,000 shares

Rhea-AI Filing Summary

GigaCloud Technology Inc disclosed that an entity affiliated with CEO Lei Wu plans to enter into a prepaid variable forward contract, pledging up to 700,000 Class A ordinary shares. These pledged shares represent about 9.5% of Mr. Wu’s beneficial holdings and about 1.9% of total shares outstanding.

The contract is expected to be executed no later than June 29, 2026 and have a tenor of roughly three years. Mr. Wu indicated the arrangement is meant to diversify his personal holdings and provide liquidity while keeping economic exposure to the shares, and he currently does not intend to sell Company shares in the 12 months after the contract is executed.

Insights

Equity capital markets analyst

CEO uses prepaid forward for liquidity while signaling limited near-term share sales.

The disclosure shows a CEO-affiliated entity planning a prepaid variable forward on up to 700,000 Class A shares, about 1.9% of outstanding stock and 9.5% of his beneficial holdings. This structure typically monetizes part of a position while retaining some price exposure.

The tenor is about three years, with execution expected by June 29, 2026. Mr. Wu completed internal approvals and states the goal is diversification and liquidity, not immediate divestment. He also communicated no present intention to sell Company shares in the 12 months after execution, which may ease concerns about near-term selling pressure.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

PVFC pledged shares: 700,000 shares Portion of CEO beneficial holdings: 9.5% Portion of total shares outstanding: 1.9% +3 more

6 metrics

PVFC pledged shares 700,000 shares Up to pledged under prepaid variable forward contract

Portion of CEO beneficial holdings 9.5% PVFC Shares as share of Mr. Wu’s beneficial ownership

Portion of total shares outstanding 1.9% PVFC Shares as share of company’s total outstanding shares

Expected execution deadline June 29, 2026 Latest expected date for PVFC execution

PVFC tenor approximately three years Expected duration of prepaid variable forward contract

Stated no-sale period 12 months Period after execution with no present intention to sell shares

Key Terms

prepaid variable forward contract, PVFC Pledge, beneficially owned, Class A ordinary shares, +2 more

6 terms

prepaid variable forward contract financial

"filed a notice on Form 144 ... to enter into a prepaid variable forward contract (the “PVFC”)"

PVFC Pledge financial

"such entity would pledge up to 700,000 of the Company’s Class A ordinary shares ... such pledge, the “PVFC Pledge”"

beneficially owned financial

"The PVFC Shares represent up to approximately 9.5% of the Company shares beneficially owned by Mr. Wu"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class A ordinary shares financial

"pledge up to 700,000 of the Company’s Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"The PVFC Shares were acquired via conversion of Class B ordinary shares of the Company"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

tenor financial

"The PVFC is expected to be executed ... and is expected to have a tenor of approximately three years"

Tenor is the length of time until a financial contract, loan, bond or other obligation comes due. Think of it as the countdown on a loan or bond — shorter tenors mean repayment or reset happens sooner, while longer tenors lock in terms for more time. Investors care because tenor affects risk, expected return and how sensitive a security is to interest rate or market changes, much like a longer trip exposes you to more potential delays.

Understanding 8-K Material Events →

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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

May 11, 2026

Date of Report (date of earliest event reported)

___________________________________

GigaCloud Technology Inc

(Exact name of registrant as specified in its charter)

___________________________________

Cayman Islands (State or other jurisdiction of incorporation or organization)			001-41454 (Commission File Number)			00-0000000 (I.R.S. Employer Identification Number)
4388 Shirley Ave El Monte, CA 91731
(Address of principal executive offices and zip code)
(626) 912-8886
(Registrant's telephone number, including area code)

___________________________________

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:

☐			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			Name of each exchange on which registered
Class A ordinary shares, par value $0.05 per share			GCT			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01. Other Events.

On May 11, 2026, an affiliated entity of Mr. Lei Wu, Chief Executive Officer of GigaCloud Technology Inc (the “Company”), filed a notice on Form 144 with the Securities and Exchange Commission (“SEC”) indicating that such entity intends to enter into a prepaid variable forward contract (the “PVFC”). In connection with the PVFC, such entity would pledge up to 700,000 of the Company’s Class A ordinary shares (the “PVFC Shares” and such pledge, the “PVFC Pledge”). The PVFC Shares represent up to approximately 9.5% of the Company shares beneficially owned by Mr. Wu and up to approximately 1.9% of the Company’s total outstanding shares. The PVFC Shares were acquired via conversion of Class B ordinary shares of the Company held by such affiliated entity. The PVFC is expected to be executed no later than June 29, 2026, and is expected to have a tenor of approximately three years.

Mr. Wu completed applicable internal procedures and received approval to permit his affiliated entity to enter into the PVFC and the PVFC Pledge. Mr. Wu communicated that entry into the PVFC is intended to facilitate an orderly diversification of his interests and to provide Mr. Wu with liquidity in relation to the PVFC Shares while retaining exposure to the appreciation of the PVFC Shares up to a specified cap, or without such cap if the PVFC is settled in cash.

Mr. Wu has also informed the Company that, absent unforeseen changes in circumstances, he presently has no intention to execute any sales of Company shares in the 12 months following execution of the PVFC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 11th day of May 2026.

GigaCloud Technology Inc
By:			/s/ Larry Lei Wu
Name:			Larry Lei Wu
Title:			Chairman of the Board of Directors and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB