GCTS 8-K: Quarterly Results Announced, Exhibit 99.1 Furnished

Rhea-AI Filing Summary

GCT Semiconductor Holding, Inc. furnished an 8-K reporting that it issued a press release announcing its financial results for the quarter ended June 30, 2025, with that press release furnished as Exhibit 99.1. The company also furnished its cover page interactive XBRL file as Exhibit 104. The filing notes the company is an emerging growth company and reports its securities as Common Stock (GCTS) and warrants (GCTS.WS) listed on the NYSE.

The report states the information in Item 2.02 and Exhibit 99.1 is furnished and is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings. No financial figures, operating metrics, or other result details are included in this 8-K; readers must consult Exhibit 99.1 for the substantive results.

Positive

• Press release announcing Q2 results was furnished, providing public disclosure of quarter-end results via Exhibit 99.1
• Securities listed on NYSE (Common Stock GCTS and warrants GCTS.WS), indicating continued exchange listing

Negative

• No financial figures or operating metrics are included in the 8-K text itself, preventing assessment from this filing alone
• Information is ‘‘furnished’’ not ‘‘filed,’’ limiting Section 18 liability and reducing incorporation into other filings

Insights

Financial Analyst

TL;DR: Routine earnings disclosure furnished; impact depends entirely on the omitted press release figures.

The company used Item 2.02 to furnish a press release with quarter-end results but did not include any financial metrics in the 8-K text itself. Because the release is explicitly "furnished" and not "filed," the disclosure limits Section 18 liability, which is standard practice for many companies announcing quarterly results. The filing confirms market listings (GCTS, GCTS.WS) and emerging growth company status, but without Exhibit 99.1 content in this document, material assessment of performance cannot be completed.

Corporate Governance Expert

TL;DR: Procedural 8-K that preserves disclosure while limiting formal filing liability; governance impact is minimal absent Exhibit details.

The language stating the press release is "furnished" not "filed" is a governance disclosure choice that narrows statutory liability under Section 18 and avoids automatic incorporation by reference. This makes the 8-K a procedural mechanism to announce results publicly while keeping legal exposure limited. The presence of the Inline XBRL cover page (Exhibit 104) indicates compliance with electronic filing standards, but the filing contains no substantive operational or financial information to evaluate management performance or strategic changes.

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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): August 12, 2025

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 2.02 Results of Operations and Financial Condition.

On August 12, 2025, GCT Semiconductor Holding, Inc. (the “Company”) issued a press release announcing financial results as of and for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number		Description
99.1		Press Release, dated August 12, 2025, of GCT Semiconductor Holding, Inc.
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.
Date: August 12, 2025	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

FAQ

What did GCT Semiconductor (GCTS) disclose in this 8-K?

GCT furnished a press release announcing financial results for the quarter ended June 30, 2025, and attached it as Exhibit 99.1; Exhibit 104 is the Inline XBRL cover page.

Is the press release in Exhibit 99.1 considered "filed" with the SEC?

No. The filing explicitly states the information in Item 2.02 and Exhibit 99.1 is furnished and is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference.

Where can the substantive financial details be found for GCTS?

The substantive financial details are not included in this 8-K text; they are contained in the press release attached as Exhibit 99.1.

What securities of GCT Semiconductor are registered and where?

Common Stock (GCTS) and warrants (GCTS.WS) are registered and listed on the NYSE, as stated in the filing.

Is GCT Semiconductor an emerging growth company?

Yes. The filing indicates the registrant qualifies as an emerging growth company.