GigaCloud (GCT) Insider Sales: Marshall Bernes Reports 20,000-Share Disposals

Rhea-AI Filing Summary

GigaCloud Technology Inc. (GCT) Form 4 shows Marshall Bernes, a company director and Head of BaaS Program, reported sales of Class A ordinary shares in August 2025. On 08/18/2025 he sold 4,000 shares at $32.2713, leaving 12,000 shares indirectly owned by a profit sharing plan. On 08/20/2025 he reported two additional sales: 12,000 shares at $31.2681 (reducing that holding to 0) and 4,000 shares at $31.3492, after which he reports 61,000 shares indirectly owned by a family trust. The filings disclose that some holdings are owned indirectly by a profit sharing plan and a family trust for which he serves in trustee/settlor roles, and he disclaims direct beneficial ownership of PSP-held shares except to the extent of pecuniary interest.

Insights

Financial Analyst

TL;DR: Director/officer reported multiple share disposals at ~$31.27–$32.27; remaining indirect holdings are held in trustee vehicles.

The Form 4 documents three non-derivative sale transactions by Marshall Bernes totaling 20,000 Class A shares executed 08/18/2025 and 08/20/2025 at prices between $31.2681 and $32.2713. Post-transactions, reported indirect holdings include 61,000 shares held by a family trust and previously reported profit sharing plan interests. All transactions are reported as indirect ownership forms tied to trustee or trust roles. The filing provides transparent disclosure of insider sales and the nature of indirect ownership, but does not state the percentage ownership or trigger any explicit materiality metrics within the filing itself.

Corporate Governance Expert

TL;DR: Form 4 properly discloses insider sales and clarifies indirect ownership via trustee/trust roles.

The filing identifies the reporting person as both a director and an officer and discloses sales executed under his name by an attorney-in-fact signature. It includes standard disclaimers regarding beneficial ownership of shares held by the profit sharing plan and family trust. The disclosure format complies with Section 16 reporting requirements shown in this document; no exercises, grants, or derivative transactions are reported. The report does not include any contractual trading-plan checkbox indication, so no Rule 10b5-1 plan is asserted in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bernes Marshall

(Last) (First) (Middle)

C/O GIGACLOUD TECHNOLOGY INC

4388 SHIRLEY AVE

(Street)

EL MONTE CA 91731

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GigaCloud Technology Inc [ GCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of BaaS Program

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares, par value $0.05 per share	08/18/2025		S		4,000	D	$32.2713	12,000	I	By Trustee of Profit Sharing Plan(1)
Class A Ordinary Shares, par value $0.05 per share	08/20/2025		S		12,000	D	$31.2681	0	I	By Trustee of Profit Sharing Plan(1)
Class A Ordinary Shares, par value $0.05 per share	08/20/2025		S		4,000	D	$31.3492	61,000	I	By Family Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares are directly owned by the Marshall R. Bernes, M.D., Inc. Profit Sharing Plan ("PSP"), a retirement trust for which the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of the securities owned by the PSP, except to the extent of his pecuniary interest in the PSP. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.

2. Shares are directly owned by the Marshall R. Bernes Family Trust ("Family Trust"). The Reporting Person is the settlor and a co-trustee of the Family Trust and, in such capacity, may be deemed to indirectly beneficially own the securities owned by the Family Trust.

Remarks:

	/s/ Lei Wu, Attorney-in-fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Marshall Bernes report on Form 4 for GCT?

He reported three sales: 4,000 Class A shares on 08/18/2025 at $32.2713, 12,000 shares on 08/20/2025 at $31.2681, and 4,000 shares on 08/20/2025 at $31.3492.

How many GCT shares does Marshall Bernes indirectly own after the reported transactions?

The filing reports 61,000 shares

Are the reported GCT holdings direct or indirect for Marshall Bernes?

The holdings are reported as indirect (I), held by a profit sharing plan and a family trust for which he serves as trustee/settlor; he disclaims beneficial ownership of PSP-held securities except for pecuniary interest.

Did the Form 4 report any derivative transactions or option exercises for GCT?

No. Table II for derivative securities contains no transactions in this filing.

Was a 10b5-1 trading plan indicated on the Form 4?

No checkbox or statement in the provided filing indicates the transactions were made pursuant to a Rule 10b5-1 trading plan.