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GCT Form 4: 883 Shares Issued to Director, Indirect Holdings 10,362

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GigaCloud Technology Inc (GCT) reported an insider issuance to director Lorri A. Kelley: 883 Class A ordinary shares were acquired under restricted share units issued pursuant to the companys 2017 share incentive plan at a reported price of $0 per share. Those shares are directly held by Lorri Kelley Advisors, Inc., and following the transaction the entity beneficially owned 10,362 Class A shares. The filing notes that Mrs. Kelley is the sole shareholder and director of the advisory entity and thus may be deemed an indirect beneficial owner of those shares. The form also records that Mrs. Kelley served on the issuers board until August 16, 2025.

Positive

  • 883 Class A ordinary shares issued under the 2017 share incentive plan, reflecting equity compensation rather than cash outlay
  • Clear disclosure of indirect beneficial ownership through Lorri Kelley Advisors, Inc., including the total of 10,362 Class A shares

Negative

  • Director no longer serving on the board after August 16, 2025, as noted in the filing

Insights

TL;DR: Routine RSU vesting issued 883 Class A shares to a director; holdings are indirect via an advisory entity.

The transaction appears to be a standard issuance under the issuers 2017 share incentive plan, showing 883 shares issued at $0 and total beneficial ownership of 10,362 shares held by Lorri Kelley Advisors, Inc. This is non-cash compensation converted to shares rather than a market purchase or sale, and the filing makes clear the indirect ownership structure through the reporting persons advisory company. No derivative transactions or dispositions are reported.

TL;DR: Director received equity via RSUs; indirect ownership disclosed and directors board service ended as noted.

The filing properly discloses grant-related issuance and clarifies beneficial ownership via an entity controlled by Mrs. Kelley. It also states she served on the board until a specified date, which is relevant for governance records and insider reporting timelines. The disclosure includes the required explanatory language to limit legal assumptions about beneficial ownership under Section 16.

Insider Kelley Lorri A, LORRI KELLEY ADVISORS, INC.
Role Director | Director
Type Security Shares Price Value
Grant/Award Class A Ordinary Shares, par value $0.05 per share 883 $0.00 --
Holdings After Transaction: Class A Ordinary Shares, par value $0.05 per share — 10,362 shares (Indirect, By Lorri Kelley Advisors, Inc.)
Footnotes (1)
  1. Represents Issuer's Class A ordinary shares issued pursuant to restricted share units granted to the Reporting Person under the Issuer's 2017 share incentive plan. The securities are directly held by Lorri Kelley Advisors, Inc. Lorri A. Kelley ("Mrs. Kelley") is the sole shareholder and sole director of Lorri Kelley Advisors, Inc. Therefore, Mrs. Kelley may be deemed to be an indirect beneficial owner of the securities held by Lorri Kelley Advisors, Inc. 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.
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
X
 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*
Kelley Lorri A
(Last) (First) (Middle)
C/O GIGACLOUD TECHNOLOGY INC
4388 SHIRLEY AVENUE
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/17/2025 A 883 A $0(1) 10,362 I By Lorri Kelley Advisors, Inc.(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
1. Name and Address of Reporting Person*
Kelley Lorri A
(Last) (First) (Middle)
C/O GIGACLOUD TECHNOLOGY INC
4388 SHIRLEY AVENUE
(Street)
EL MONTE CA 91731
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LORRI KELLEY ADVISORS, INC.
(Last) (First) (Middle)
C/O GIGACLOUD TECHNOLOGY INC
4388 SHIRLEY AVENUE
(Street)
EL MONTE CA 91731
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents Issuer's Class A ordinary shares issued pursuant to restricted share units granted to the Reporting Person under the Issuer's 2017 share incentive plan.
2. The securities are directly held by Lorri Kelley Advisors, Inc. Lorri A. Kelley ("Mrs. Kelley") is the sole shareholder and sole director of Lorri Kelley Advisors, Inc. Therefore, Mrs. Kelley may be deemed to be an indirect beneficial owner of the securities held by Lorri Kelley Advisors, Inc. 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.
Remarks:
1. Mrs. Kelley serves on the board of directors of the Issuer until August 16, 2025.
/s/ Lei Wu, Attorney-in-fact 08/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Lorri A. Kelley report on Form 4 for GCT?

The report discloses the acquisition of 883 Class A ordinary shares granted under the issuers 2017 share incentive plan.

At what price were the 883 Class A shares issued to Lorri A. Kelley?

The shares were reported with a price of $0 per share.

How many GCT shares are beneficially owned after the transaction?

Following the reported transaction, Lorri Kelley Advisors, Inc. beneficially owned 10,362 Class A shares.

Why is Lorri Kelley listed as an indirect owner of the shares?

The filing states the securities are directly held by Lorri Kelley Advisors, Inc. and Mrs. Kelley is the sole shareholder and director of that entity, creating indirect beneficial ownership.

Does the Form 4 indicate any derivative transactions or dispositions?

No; the filing reports a non-derivative acquisition only and shows no derivative securities acquired or disposed of.