Entities tied to GigaCloud (GCT) CEO enter prepaid forward on 43,050 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
GigaCloud Technology Inc insider entities reported a structured share transaction involving Class A and Class B Ordinary Shares. Entities associated with Chief Executive Officer Lei Wu, including Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited, exercised derivative positions relating to 43,050 Class B shares into 43,050 Class A shares and simultaneously entered a variable prepaid forward sale contract on 43,050 Class A shares.
Under this forward contract, the reporting person received a cash payment of $1,384,992 and pledged 43,050 Class A shares while retaining dividend and voting rights during the term. On June 4, 2029, they must deliver up to 43,050 Class A shares or cash, with the ultimate share delivery based on a formula using a Floor Price of $36.57 and a Cap Price of $55.34. After these transactions, the filings show 160,000 Class A shares and 5,000 Class B shares held directly, and 7,108,682 Class B shares held indirectly, which are convertible into an equal number of Class A shares at no cost.
Positive
- None.
Negative
- None.
Insider Trade Summary
43,050 shares exercised/converted
Mixed
5 txns
Insider
Wu Lei, JI XIANG HU TONG HOLDINGS LTD, SHAN LAO HU TONG LLC
Role
Chief Executive Officer | Chief Executive Officer | Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Forward sale contract (obligation to sell) | 43,050 | $0.00 | -- |
| Exercise | Class B Ordinary Shares, par value $0.05 per share | 43,050 | $0.00 | -- |
| Exercise | Class A Ordinary Shares, par value $0.05 per share | 43,050 | $0.00 | -- |
| holding | Class B Ordinary Shares, par value $0.05 per share | -- | -- | -- |
| holding | Class A Ordinary Shares, par value $0.05 per share | -- | -- | -- |
Holdings After Transaction:
Forward sale contract (obligation to sell) — 43,050 shares (Indirect, By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited);
Class B Ordinary Shares, par value $0.05 per share — 7,108,682 shares (Indirect, By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited);
Class A Ordinary Shares, par value $0.05 per share — 43,050 shares (Indirect, By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited);
Class B Ordinary Shares, par value $0.05 per share — 5,000 shares (Direct, null);
Class A Ordinary Shares, par value $0.05 per share — 160,000 shares (Direct, null)
Footnotes (1)
- Lei 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. Represents 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. This 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. On June 2, 2026, the Reporting Person entered into a variable prepaid forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to 43,050 shares of Class A Ordinary Shares (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on the maturity date of the contract, June 4, 2029 (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $1,384,992 as of the date of entering into the contract. (Continued from footnote 4) The Reporting Person pledged 43,050 shares of Class A Ordinary Shares (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Class A Ordinary Shares to be delivered by the Reporting Person to the buyer on the maturity date is to be determined as follows: (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the maturity date (the "Settlement Price") is less than $55.34 (the "Cap Price") but greater than $36.57 (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; (Continued from footnote 5) (b) if the Settlement Price is equal or greater than the Cap Price on the 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 (c) if the Settlement Price is equal to or less than the Floor Price on the maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount. The 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. Represents 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.
Key Figures
Prepaid forward base amount: 43,050 shares
Cash received: $1,384,992
Floor Price: $36.57
+5 more
8 metrics
Prepaid forward base amount
43,050 shares
Class A Ordinary Shares subject to variable prepaid forward
Cash received
$1,384,992
Payment to reporting person on entering forward contract
Floor Price
$36.57
Threshold used in settlement formula at maturity
Cap Price
$55.34
Upper price used in share delivery formula
Forward maturity date
June 4, 2029
Date when shares or cash must be delivered
Direct Class A holdings
160,000 shares
Class A Ordinary Shares held directly after transactions
Indirect Class B holdings
7,108,682 shares
Class B shares held indirectly, convertible 1:1 into Class A
Exercised shares
43,050 shares
Class B converted into Class A via derivative exercise
Key Terms
variable prepaid forward sale contract, Base Amount, Floor Price, Cap Price, +1 more
5 terms
variable prepaid forward sale contract financial
"entered into a variable prepaid forward sale contract with an unaffiliated third party buyer"
Base Amount financial
"up to 43,050 shares of Class A Ordinary Shares ... (the "Base Amount")"
Floor Price financial
"less than $55.34 (the "Cap Price") but greater than $36.57 (the "Floor Price")"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"if the Settlement Price is equal or greater than the Cap Price on the maturity date"
FAQ
What insider transaction did GigaCloud Technology (GCT) report on June 2, 2026?
GigaCloud Technology reported entities associated with CEO Lei Wu entered a variable prepaid forward sale contract on 43,050 Class A shares. They also exercised related derivative positions, converting 43,050 Class B shares into 43,050 Class A shares.
How much cash did the GigaCloud insider receive from the prepaid forward deal?
The reporting person received a cash payment of $1,384,992 upon entering the variable prepaid forward sale contract. This payment compensates for the future obligation to deliver up to 43,050 Class A shares or an equivalent cash amount at maturity.
When does the GigaCloud Technology forward sale contract mature?
The variable prepaid forward sale contract on GigaCloud Technology shares matures on June 4, 2029. On that date, the reporting person must deliver shares or cash, with the amount determined by the settlement price formula outlined in the agreement.
What are the Floor Price and Cap Price in the GigaCloud forward contract?
The contract specifies a Floor Price of $36.57 and a Cap Price of $55.34. These thresholds help determine how many shares of Class A stock must be delivered at maturity, based on the volume-weighted average closing price then.