GCT Semiconductor (NYSE: GCTS) extends note to 2028 and grants 500,000-share warrant

Rhea-AI Filing Summary

GCT Semiconductor Holding, Inc. disclosed that its subsidiary, GCT Semiconductor, Inc., amended an existing convertible promissory note with a strategic investor. The amendment extends the note’s maturity date to February 26, 2028, giving the company more time before repayment is due.

As consideration for entering into this amendment, the company agreed to issue the investor a warrant to purchase 500,000 shares of common stock at an exercise price of $2.50 per share, with a three‑year term from the issuance date.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2026

GCT Semiconductor Holding, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-41013

(Commission File Number)

Delaware	86-2171699
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

2290 North 1st Street, Suite 201

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 434-6040

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GCTS		NYSE
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share		GCTS.WS		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 24, 2026, GCT Semiconductor, Inc., a subsidiary of GCT Semiconductor Holding, Inc. (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Convertible Promissory Note, dated February 26, 2024 (the “Original Note” and, as amended by the Amendment, the “Note”) with a strategic investor (the “Holder”).  The Amendment modifies certain terms of the Original Note, including the extension of the maturity date of the Note to February 26, 2028. Except as expressly amended by the Amendment, the terms and provisions of the Original Note remain in full force and effect.

In connection with the execution of the Amendment, on February 24, 2026, the Company and the Holder entered into a Warrant Issuance Agreement (the “Warrant Issuance Agreement”), pursuant to which the Company agreed to issue to the Holder a warrant (the “Warrant”) to purchase 500,000 shares of the Company’s common stock, in consideration of the Holder’s agreement to enter into the Amendment.  The Warrant has an exercise price of $2.50 per share and a term of three (3) years from the date of issuance.

The foregoing descriptions are qualified in their entirety by reference to the Amendment, the Warrant Issuance Agreement and the Warrant, filed as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.		Description
10.1		Amendment No. 1 to Convertible Promissory Note, dated as of February 24, 2026, by and between GCT Semiconductor, Inc. and the Holder.
10.2		Warrant Issuance Agreement, dated as of February 24, 2026, by and between GCT Semiconductor Holding, Inc. and the Holder.
10.3		Form of Warrant, dated as of February 24, 2026, issued by GCT Semiconductor Holding, Inc. to the Holder.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GCT SEMICONDUCTOR HOLDING, INC.

February 25, 2026	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

FAQ

What did GCT Semiconductor Holding, Inc. (GCTS) change in its convertible note?

GCT Semiconductor extended the maturity of an existing convertible promissory note to February 26, 2028. This gives the company more time before the note becomes due, potentially easing near-term refinancing or repayment pressure compared with the prior February 26, 2024 origination date.

What warrant was issued by GCT Semiconductor Holding, Inc. (GCTS)?

The company agreed to issue a warrant to purchase 500,000 shares of its common stock. The warrant carries an exercise price of $2.50 per share and has a term of three years from its issuance date to the strategic investor.

Why did GCT Semiconductor Holding, Inc. (GCTS) issue the new warrant?

The warrant was issued as consideration for the investor’s agreement to amend the existing convertible promissory note. In exchange for extending the note’s maturity to February 26, 2028, the strategic investor received the right to buy up to 500,000 common shares.

Who is the counterparty to GCT Semiconductor’s amended note and warrant?

The counterparty is described as a strategic investor referred to as the Holder. GCT Semiconductor, Inc., a subsidiary of GCT Semiconductor Holding, Inc., is the borrower under the convertible promissory note and party to Amendment No. 1 with this Holder.

How long is the new warrant from GCT Semiconductor (GCTS) valid?

The warrant issued to the strategic investor has a three-year term from its issuance date of February 24, 2026. During this period, the Holder may purchase up to 500,000 common shares at the fixed exercise price of $2.50 per share.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 exhibit10-1.htm 17.4 KB
• EX-10.2 exhibit10-2.htm 73.4 KB
• EX-10.3 exhibit10-3.htm 66.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.2 KB