GigaCloud CEO gifts shares, retains large indirect stake
GigaCloud Technology Inc insider Lei Wu and affiliated entities reported a bona fide gift of 6,000 Class A Ordinary Shares on August 10, 2026 to City of Hope, a registered 501(c)(3), with no value received.
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Form Type
4
Rhea-AI Filing Summary
GigaCloud Technology Inc insider Lei Wu and affiliated entities reported a bona fide gift of 6,000 Class A Ordinary Shares on August 10, 2026 to City of Hope, a registered 501(c)(3), with no value received. Following the donation, Wu reports 154,000 Class A shares held directly and indirect interests through Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited in Class B shares convertible 1:1 into 6,865,674 Class A shares. Footnotes also describe prior financing transactions secured by a pledge of 286,058 Class A shares, tied to a forward sale contract with cap prices of $55.34 and $52.67, floor prices of $36.57 and $34.44, and maturity dates beginning June 4, 2029.
Insider Trade Summary
6,000 shares gifted
Gift
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 |
|---|---|---|---|---|
| Gift | Class A Ordinary Shares, par value $0.05 per share F1, F2 | 6,000 | $0.00 | $0.00 |
| holding | Class B Ordinary Shares, par value $0.05 per share F5, F2, F3, F6 | -- | -- | -- |
| holding | Forward sale contract (obligation to sell) F7, F8, F9, F2, F3, F4 | -- | -- | -- |
| holding | Class B Ordinary Shares, par value $0.05 per share F5, F2 | -- | -- | -- |
| holding | Class A Ordinary Shares, par value $0.05 per share F2, F3, F4 | -- | -- | -- |
Holdings After Transaction:
Class A Ordinary Shares, par value $0.05 per share — 154,000 shares (Direct);
Class B Ordinary Shares, par value $0.05 per share — 6,865,674 contracts (Indirect, By Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited);
Forward sale contract (obligation to sell) — 286,058 contracts (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 contracts (Direct);
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)
Footnotes (9)
- F1. This transaction represents a charitable donation by the reporting person to City of Hope, a non-related, registered 501(c)(3) non-profit organization. No value was received by the reporting person for the gifted shares.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. On June 2, 2026 and June 4, 2026, the Reporting Person entered into financing transactions with an unaffiliated third party buyer to receive approximately $8.7 million secured by a pledge of a total of 286,058 Class A Ordinary Shares (the "Pledged Shares"). The transactions obligate the Reporting Person to deliver to the buyer up to 286,058 Class A Ordinary Shares in the aggregate (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on different maturity dates, beginning on June 4, 2029. 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:
- F8. (Continued from footnote 7) (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 the Cap Price but greater than 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; (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
- F9. (Continued from footnote 8) (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. Under the June 2, 2026 transaction, the maturity date is June 4, 2029, the Cap Price is $55.34 and the Floor Price is $36.57. Under the June 4, 2026 transaction, the maturity dates are June 4, 2029, June 5, 2029, June 6, 2029, June 7, 2029 and June 8, 2029, the Cap Price is $52.67 and the Floor Price is $34.44. The Reporting Person retains beneficial ownership of the Pledged Shares, including dividend and voting rights during the term of the pledge.
Key Figures
Shares gifted: 6,000 Class A Ordinary Shares
Direct Class A holdings: 154,000 Class A Ordinary Shares
Indirect convertible holdings: 6,865,674 Class A Ordinary Shares
+5 more
8 metrics
Shares gifted
6,000 Class A Ordinary Shares
Bona fide gift on August 10, 2026 to City of Hope, a 501(c)(3)
Direct Class A holdings
154,000 Class A Ordinary Shares
Shares directly held by Lei Wu after the reported gift
Indirect convertible holdings
6,865,674 Class A Ordinary Shares
Underlying shares from Class B Ordinary Shares held indirectly
Additional direct Class B holdings
5,000 Class B Ordinary Shares
Convertible at any time into an equal number of Class A shares
Pledged shares in forward sale
286,058 Class A Ordinary Shares
Securing financing transactions with an unaffiliated buyer
Financing amount
$8.7 million
Approximate proceeds from financing secured by 286,058 pledged shares
Cap and floor prices (June 2, 2026 deal)
$55.34 cap, $36.57 floor
Used to determine settlement share count on June 4, 2029
Cap and floor prices (June 4, 2026 deal)
$52.67 cap, $34.44 floor
Used for settlements June 4–8, 2029 under the forward sale
Key Terms
bona fide gift, forward sale contract, Pledged Shares, Cap Price, +2 more
6 terms
bona fide gift financial
"This transaction represents a charitable donation by the reporting person"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
forward sale contract financial
"Forward sale contract (obligation to sell)"
Cap Price financial
"the Cap Price is $55.34 and the Floor Price is $36.57"
Floor Price financial
"the Cap Price is $52.67 and the Floor Price is $34.44"
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.
volume-weighted average closing price financial
"if the volume-weighted average closing price of the Class A Ordinary Shares"
The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did GCT insider Lei Wu report in this Form 4?
Lei Wu reported a bona fide gift of 6,000 Class A Ordinary Shares of GigaCloud Technology Inc on August 10, 2026, reducing his directly held Class A shares to 154,000 while maintaining substantial indirect holdings through affiliated entities.
What indirect GCT equity interests are reported through affiliated entities?
Affiliated entities report Class B Ordinary Shares convertible at any time into 6,865,674 Class A shares and an additional 5,000 Class B shares directly. Footnotes explain Lei Wu may be deemed an indirect beneficial owner of securities held by Ji Xiang Hu Tong Holdings Limited.
AI-generated analysis. How Rhea-AI works. Not financial advice.
