GigaCloud (GCT) CEO-linked entities enter $7.3M prepaid forward on 243,008 Class A shares

Rhea-AI Filing Summary

GigaCloud Technology Inc director and CEO Lei Wu, through entities Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited, entered into a variable prepaid forward sale contract tied to up to 243,008 Class A Ordinary Shares. The contract runs across five maturity dates in early June 2029, with tranche base amounts of up to 26,950, 70,000, 70,000, 70,000 and 6,058 shares.

The reporting person received a cash prepayment of $7,313,872 and pledged 243,008 Class A shares as collateral while retaining dividend and voting rights during the pledge. Delivery of shares (or equivalent cash) will depend on future share prices relative to a Floor Price of $34.44 and Cap Price of $52.67. The filing also shows an exercise or conversion of 243,008 Class B Ordinary Shares into Class A shares and confirms Class B shares are convertible into Class A on a one-for-one basis at no cost.

Insights

Equity derivatives and insider-transactions analyst

CEO-linked entities enter large prepaid forward on 243,008 GigaCloud Class A shares.

The filing shows entities associated with Lei Wu using a variable prepaid forward sale contract on up to 243,008 Class A Ordinary Shares. They receive an upfront cash payment of $7,313,872 while pledging the same number of shares as collateral, but retain voting and dividend rights until settlement.

The structure fixes near-term liquidity and shifts future exposure into a formula based on the stock price relative to the $34.44 Floor Price and $52.67 Cap Price. Actual shares ultimately delivered in June 2029 will depend on those future prices, so the economic impact unfolds over time.

The filing also reports an exercise or conversion of 243,008 Class B Ordinary Shares into Class A shares, consistent with the disclosed one-for-one, no-cost convertibility. As there are no open-market sales here and overall holdings remain substantial, this looks like a structured liquidity and hedging step rather than an outright exit, making the signal more nuanced than a simple sale.

Insider Trade Summary

243,008 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)	243,008	$0.00	--
Exercise	Class B Ordinary Shares, par value $0.05 per share	243,008	$0.00	--
Exercise	Class A Ordinary Shares, par value $0.05 per share	243,008	$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) — 243,008 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 — 6,865,674 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 — 286,058 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)

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 4, 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 243,008 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 five maturity dates, including up to 26,950 shares on June 4, 2029, up to 70,000 shares on June 5, 2029, up to 70,000 shares on June 6, 2029, up to 70,000 shares on June 7, 2029, and up to 6,058 shares on June 8, 2029, respectively (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $7,313,872 as of the date of entering into the contract. (Continued from footnote 4) The Reporting Person pledged 243,008 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 dates is to be generally determined as follows: (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 $52.67 (the "Cap Price") but greater than $34.44 (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 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 (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. 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: 243,008 shares Cash received: $7,313,872 Floor Price: $34.44 +5 more

8 metrics

Prepaid forward base amount 243,008 shares Maximum Class A Ordinary Shares subject to contract

Cash received $7,313,872 Upfront payment for variable prepaid forward

Floor Price $34.44 Reference price for settlement formulas

Cap Price $52.67 Upper reference price for settlement formulas

First maturity base amount 26,950 shares Class A shares due June 4, 2029

Middle maturity base amounts 70,000 shares each Class A shares due June 5–7, 2029

Final maturity base amount 6,058 shares Class A shares due June 8, 2029

Converted Class B shares 243,008 shares Class B converted or exercised into Class A

Key Terms

variable prepaid forward sale contract, Base Amount, Floor Price, Cap Price, +2 more

6 terms

variable prepaid forward sale contract financial

"On June 4, 2026, the Reporting Person entered into a variable prepaid forward sale contract with an unaffiliated third party buyer."

Base Amount financial

"including up to 26,950 shares ... and up to 6,058 shares ... respectively (the "Base Amount")."

Floor Price financial

"if the Settlement Price is less than $52.67 (the "Cap Price") but greater than $34.44 (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 less than $52.67 (the "Cap Price") but greater than $34.44"

Class B Ordinary Shares financial

"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."

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.

beneficial owner financial

"Mr. Wu may be deemed to be an indirect beneficial owner of the securities held by Ji Xiang Hu Tong Holdings Limited."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Wu Lei

(Last) (First) (Middle)

C/O GIGACLOUD TECHNOLOGY INC

4388 SHIRLEY AVENUE

(Street)

EL MONTE CALIFORNIA 91731

(City) (State) (Zip)

UNITED STATES

(Country)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		M		243,008	A	$0	286,058	I	By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited(1)(2)(3)
Class A Ordinary Shares, par value $0.05 per share								160,000	D(3)

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
Forward sale contract (obligation to sell)	(4)(5)(6)	06/04/2026		J/K(4)(5)(6)		243,008		(4)(5)(6)	(4)(5)(6)	Class A Ordinary Shares, par value $0.05 per share	243,008	(4)(5)(6)	243,008	I	By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited(1)(2)(3)
Class B Ordinary Shares, par value $0.05 per share	(7)	06/04/2026		M			243,008	(7)	(7)	Class A Ordinary Shares, par value $0.05 per share	243,008	(7)	6,865,674	I	By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited(1)(3)(8)
Class B Ordinary Shares, par value $0.05 per share	(7)							(7)	(7)	Class A Ordinary Shares, par value $0.05 per share	5,000		5,000	D(3)

1. Name and Address of Reporting Person^*

Wu Lei

(Last) (First) (Middle)

C/O GIGACLOUD TECHNOLOGY INC

4388 SHIRLEY AVENUE

(Street)

EL MONTE CALIFORNIA 91731

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

JI XIANG HU TONG HOLDINGS LTD

(Last) (First) (Middle)

C/O GIGACLOUD TECHNOLOGY INC

4388 SHIRLEY AVENUE

(Street)

EL MONTE CALIFORNIA 91731

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

SHAN LAO HU TONG LLC

(Last) (First) (Middle)

C/O GIGACLOUD TECHNOLOGY INC

4388 SHIRELY AVENUE

(Street)

EL MONTE CALIFORNIA 91731

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

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.

2. 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.

3. 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.

4. On June 4, 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 243,008 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 five maturity dates, including up to 26,950 shares on June 4, 2029, up to 70,000 shares on June 5, 2029, up to 70,000 shares on June 6, 2029, up to 70,000 shares on June 7, 2029, and up to 6,058 shares on June 8, 2029, respectively (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $7,313,872 as of the date of entering into the contract.

5. (Continued from footnote 4) The Reporting Person pledged 243,008 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 dates is to be generally determined as follows: (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 $52.67 (the "Cap Price") but greater than $34.44 (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;

6. (Continued from footnote 5) (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 (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.

7. 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.

8. 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.

Remarks:

	/s/ Lei Wu	06/08/2026
	/s/ Lei Wu, for Ji Xiang Hu Tong Holdings Limited, By: Lei Wu, its director	06/08/2026
	/s/ Lei Wu, for Shan Lao Hu Tong LLC, By: Lei Wu, its sole member	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did GigaCloud (GCT) CEO Lei Wu report in this Form 4 filing?

Lei Wu, through affiliated entities, reported a variable prepaid forward sale contract on up to 243,008 Class A Ordinary Shares and received about $7.31 million in cash. The filing also records a related conversion of 243,008 Class B Ordinary Shares into Class A shares.

How many GigaCloud (GCT) shares are subject to the prepaid forward contract?

The contract covers up to 243,008 Class A Ordinary Shares, split across five base amounts. These include up to 26,950 shares on June 4, 2029 and several 70,000-share tranches, with the final 6,058-share tranche scheduled for June 8, 2029.

How much cash did the reporting person receive under the GCT prepaid forward?

The reporting person received a cash payment of $7,313,872 when entering the variable prepaid forward sale contract. In exchange, they pledged 243,008 Class A Ordinary Shares as collateral while keeping dividend and voting rights in those pledged shares during the contract term.

How will the number of GigaCloud (GCT) shares delivered under the contract be determined?

The shares to be delivered depend on future volume‑weighted average closing prices relative to a $34.44 Floor Price and $52.67 Cap Price. Different formulas apply if the settlement price is below the floor, between floor and cap, or at or above the cap.

What does the Form 4 say about GigaCloud Class B Ordinary Shares?

The filing states that GigaCloud Class B Ordinary Shares are convertible into an equal number of Class A Ordinary Shares at no cost. It also reports 243,008 Class B shares being exercised or converted into Class A shares in connection with the reported transactions.

Who actually holds the GigaCloud (GCT) shares related to this Form 4?

The shares are held by Ji Xiang Hu Tong Holdings Limited and Shan Lao Hu Tong LLC, entities associated with Lei Wu. He may be deemed an indirect beneficial owner of their holdings, though the filing notes this is not an admission of beneficial ownership for legal purposes.