GigaCloud (NASDAQ: GCT) CEO raises cash on 413k shares
Rhea-AI Filing Summary
GigaCloud Technology Inc (GCT) reports that Chief Executive Officer Lei Wu, through entities Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited, entered into a variable prepaid forward sale contract on 20 August 2026 covering up to 413,942 Class A Ordinary Shares. He pledged 413,942 Class A shares as collateral and received a cash payment of $16,777,636, while retaining dividend and voting rights in the pledged shares during the pledge term. On the same date, 413,942 Class B Ordinary Shares indirectly held were converted into 413,942 Class A Ordinary Shares at no cost. After these transactions, indirect holdings include 700,000 Class A shares and 6,451,732 Class B shares, and direct holdings include 154,000 Class A shares and 5,000 Class B shares, with the Class B shares convertible into an equal number of Class A shares. The filing states that Mr. Wu may be deemed an indirect beneficial owner of securities held by Ji Xiang Hu Tong Holdings Limited but includes a disclaimer of beneficial ownership for Section 16 purposes.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 413,942 shares
Net Buy
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) F4, F5, F6, F1, F2, F3 | 413,942 | -- | -- |
| Exercise | Class B Ordinary Shares, par value $0.05 per share F7, F1, F3, F8 | 413,942 | -- | -- |
| Exercise | Class A Ordinary Shares, par value $0.05 per share F1, F2, F3 | 413,942 | $0.00 | $0.00 |
| holding | Class B Ordinary Shares, par value $0.05 per share F7, F3 | -- | -- | -- |
| holding | Class A Ordinary Shares, par value $0.05 per share F3 | -- | -- | -- |
Holdings After Transaction:
Forward sale contract (obligation to sell) — 700,000 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 — 6,451,732 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 — 700,000 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);
Class A Ordinary Shares, par value $0.05 per share — 154,000 shares (Direct)
Footnotes (8)
- F1. 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.
- F2. 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.
- F3. 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.
- F4. On August 20, 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 413,942 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 six maturity dates, including up to 63,942 shares on June 8, 2029, up to 70,000 shares on June 11, 2029, up to 70,000 shares on June 12, 2029, up to 70,000 shares on June 13, 2029, up to 70,000 shares on June 14, 2029, and up to 70,000 shares on June 15, 2029, respectively (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $16,777,636 as of the date of entering into the contract.
- F5. (Continued from footnote 4) The Reporting Person pledged 413,942 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 $68.29 (the "Cap Price") but greater than $46.10 (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;
- F6. (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.
- F7. 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.
- F8. 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
Base Amount of Class A Shares: 413,942 shares
Cash Payment under Forward Contract: $16,777,636
Pledged Shares: 413,942 shares
+5 more
8 metrics
Base Amount of Class A Shares
413,942 shares
Maximum Class A Ordinary Shares covered by the variable prepaid forward contract
Cash Payment under Forward Contract
$16,777,636
Cash received by the reporting person upon entering the variable prepaid forward on August 20, 2026
Pledged Shares
413,942 shares
Class A Ordinary Shares pledged as collateral to secure obligations under the forward contract
Floor Price
$46.10
Price used in the forward contract formula when Settlement Price is between Floor and Cap or below Floor
Cap Price
$68.29
Price used in the forward contract formula when Settlement Price is at or above the Cap Price
Indirect Class A Holdings After Transactions
700,000 shares
Class A Ordinary Shares indirectly held through Shan Lao Hu Tong LLC and Ji Xiang Hu Tong Holdings Limited
Indirect Class B Holdings After Transactions
6,451,732 shares
Class B Ordinary Shares indirectly held through affiliated entities
Direct Class A Holdings After Transactions
154,000 shares
Class A Ordinary Shares directly held by Lei Wu
Key Terms
variable prepaid forward sale contract, volume-weighted average closing price, Floor Price, Cap Price, +2 more
6 terms
variable prepaid forward sale contract financial
"entered into a variable prepaid forward sale contract with an unaffiliated third party"
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.
Floor Price financial
"greater than $46.10 (the "Floor Price"), the Reporting Person will deliver"
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"
beneficial owner regulatory
"may be deemed to be an indirect beneficial owner of the securities"
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.
Section 16 of Securities Exchange Act of 1934 regulatory
"beneficial owner of such securities for purposes of Section 16 of Securities"
FAQ
What forward sale contract did GCT CEO Lei Wu enter into according to this Form 4?
Lei Wu entered into a variable prepaid forward sale contract covering up to 413,942 Class A Ordinary Shares. The contract obligates delivery of shares, or equivalent cash, on six maturity dates in June 2029, with the final delivered amount based on the share price formula described in the contract.
How much cash did Lei Wu receive under the GCT variable prepaid forward contract?
Lei Wu received a cash payment of $16,777,636 in exchange for entering into the variable prepaid forward sale contract and pledging up to 413,942 Class A Ordinary Shares as collateral, while retaining dividend and voting rights in the pledged shares during the pledge term.
AI-generated analysis. How Rhea-AI works. Not financial advice.
