GCT Semiconductor Holding, Inc. SEC Filings

GCT Semiconductor Holding, Inc. reported that a Class II director received a new equity award in the form of restricted stock units. On 12/31/2025, the director was granted 22,916 shares of common stock at a price of $0 per share, reported as common stock acquired in a direct ownership capacity.

The award is structured as RSUs, each representing one share of common stock that will be delivered after vesting, in line with a deferral election made by the director. The number of RSUs for this quarter was calculated by dividing $27,500 by the fair market value of the stock, which was $1.20 per share on 12/31/2025, rounded down to the nearest whole share. The RSUs are scheduled to vest on March 31, 2026, assuming the director continues in service through that date, and they have no expiration date.

GCT Semiconductor Holding, Inc. reported that a Class I director received an equity award of 22,916 restricted stock units (RSUs) of common stock on December 31, 2025 under the company’s 2024 Omnibus Incentive Compensation Plan. Each RSU represents one share of common stock, with no cash price on grant. The quarterly award size is based on dividing $27,500 by the fair market value per share; for this grant, the fair market value was $1.20 on December 31, 2025, resulting in 22,916 RSUs after rounding down. The RSUs are scheduled to vest on March 31, 2026, subject to continued service. Following this grant, the director beneficially owned 101,520 shares of common stock.

GCT Semiconductor Holding, Inc. reported an equity award to one of its directors in the form of restricted stock units (RSUs). On 12/31/2025, the director was granted 22,916 RSUs tied to the company’s common stock at a stated price of $0, increasing the director’s beneficial ownership to 105,255 shares.

Each RSU represents the right to receive one share of common stock after vesting and will be settled in stock under a deferral election made by the director. The number of RSUs for this award is determined quarterly from April 1, 2025 through March 31, 2026 by dividing $27,500 by the fair market value per share, which was $1.20 on 12/31/2025 for this portion. These RSUs are scheduled to vest on March 31, 2026, subject to the director’s continued service, and have no stated expiration date.

GCT Semiconductor Holding, Inc. reported an equity award for a director who also serves as Chairman and Class III Director. On December 31, 2025, the director was granted 22,916 restricted stock units (RSUs)$1.20 per share, representing a quarterly value of $27,500 for the award calculation period.

Each RSU represents the right to receive one share of common stock after vesting, and the units will vest on March 31, 2026, subject to continued service. Following this transaction, the director beneficially owned 1,062,741 shares of common stock directly. The RSUs are settled in stock according to a deferral election made by the reporting person and do not have an expiration date.

GCT Semiconductor Holding, Inc. reported an equity grant to a director in the form of restricted stock units (RSUs). On 12/31/2025, the Class II director received 22,916 shares of common stock as RSUs at a price of $0 per share under the GCT 2024 Omnibus Incentive Compensation Plan. Each RSU converts into one share of common stock after vesting, and the award is scheduled to vest on March 31, 2026, subject to continued service.

The number of RSUs for this quarter was determined by dividing $27,500 by the fair market value of the company’s common stock, which was $1.20 per share on December 31, 2025, rounded down to the nearest whole share. Following this grant, the reporting person beneficially owned 780,687 shares of GCT Semiconductor common stock directly.

GCT Semiconductor Holding, Inc. is offering up to $20,000,000 principal amount of unsecured, interest-free mandatory convertible promissory notes and the common stock issuable upon their conversion under its shelf registration.

The notes are issued at 93% of par in weekly tranches of up to $1,000,000, mature in 24 months, and may be converted by the investor at any time at a price equal to 90% of the lowest three-day VWAP before a conversion notice. At maturity, conversion is mandatory unless GCT repays the notes in cash at 114% of principal; the company can also redeem after 12 months at 107%, or 114% after 18 months.

GCT estimates net proceeds of approximately $17.5 million, which it currently plans to use for working capital and general corporate purposes, including repayment of certain existing debt. The company’s net tangible book value as of September 30, 2025 was approximately negative $82.9 million, or negative $1.47 per share, and the prospectus illustrates dilution to new investors if the notes convert at an assumed price of $1.45 per share. Conversions are subject to 4.99% (or 9.99% on notice) beneficial ownership limits and a 19.99% NYSE exchange cap.

GCT Semiconductor Holding, Inc. entered into a Convertible Promissory Note Purchase Agreement with Indigo Capital LP, allowing it to issue up to $20,000,000 in convertible promissory notes. The Purchaser will provide an initial advance of $1,000,000, with additional advances of up to $1,000,000 each at the Company’s request, subject to specified conditions. The notes are issued at a 7% original issue discount, mature 24 months after issuance, and do not bear cash interest.

The Convertible Notes are convertible into common stock at a price equal to 90% of the average volume weighted average price of the three trading days prior to conversion, subject to beneficial ownership and stock exchange limitations, and the notes and conversion shares are registered under an existing Form S-3. The Company may redeem the notes after 12 months, must maintain an effective resale registration and reserve sufficient shares, and states that it has full control over timing and amounts drawn, with no obligation to sell any notes, describing the facility as providing significant financing flexibility while aiming to minimize dilution to existing stockholders.

GCT Semiconductor Holding, Inc. director reports open-market stock purchase. A Class II director of GCT Semiconductor Holding, Inc. (GCTS) bought 16,725 shares of common stock on 11/25/2025 in a reported purchase transaction coded “P” at a price of $1.28 per share. After this trade, the reporting person beneficially owns 757,771 shares of GCT common stock in direct ownership. The filing is made on a Form 4, which discloses changes in insider ownership for a single reporting person.

GCT Semiconductor Holding, Inc. (GCTS) filed a Form 4 reporting open-market stock purchases by a Class II director. On 11/20/2025, the reporting person bought 25,453 shares of common stock at a price of $1.28 per share. On 11/21/2025, the same person purchased an additional 3,180 common shares at $1.28 per share. After these transactions, the director beneficially owns 741,046 shares of GCTS common stock in direct ownership.