GCT Semiconductor Holding, Inc. filings document a fabless semiconductor issuer with NYSE-listed common stock and public warrants. Recent Form 8-K reports cover quarterly and annual financial results, 5G and 4G chipset licensing announcements, material definitive agreements, direct financial obligations and shareholder voting matters.
The company’s regulatory record includes disclosures on convertible promissory notes, warrant issuance agreements, a subsidiary loan facility, registered common-stock issuances and resale registration references. Governance filings report annual meeting results, director elections, auditor ratification and exchange-rule matters, while event reports identify the company’s Delaware corporate status and securities structure.
TD Securities (USA) LLC has reported beneficial ownership of 3,693,107 shares of GCT Semiconductor Holding, Inc. common stock, equal to 6.1% of the class as of an event date of 12/31/2025. This position consists of 3,997 common shares plus 3,689,110 shares issuable upon exercise of warrants with an exercise price of $11.50 per share, which are presently exercisable.
The ownership percentage is calculated using 57,099,558 common shares outstanding as of September 30, 2025, as reported by GCT, plus the warrants. Related entities Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank may be deemed to have indirect interests through their ownership of TD Securities but each disclaims beneficial ownership except for any pecuniary interest. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of GCT.
GCT Semiconductor Holding, Inc. filed a current report to disclose that it has licensed its 5G and 4G chipsets to one of the world’s largest satellite communications providers. The company communicated this development through a press release that is included with the report as an exhibit.
The filing highlights a new technology licensing relationship in satellite communications, suggesting broader use of GCT’s wireless chipsets in non-terrestrial networks. Detailed commercial terms are contained in the referenced press release rather than this report.
GCT Semiconductor Holding, Inc. reported an equity award to one of its directors on a Form 4. On December 31, 2025, the director acquired 22,916 shares of common stock through a grant of restricted stock units (RSUs) at a stated price of $0 per share. After this grant, the director beneficially owned 117,809 shares of common stock in total on a direct basis.
Each RSU represents the right to receive one share of common stock after vesting. The number of shares subject to this award is based on dividing $27,500 by the fair market value of the stock on specific quarterly measurement dates; for the quarter ended December 31, 2025, the fair market value per share was determined to be $1.20. The RSUs are scheduled to vest on March 31, 2026, as long as the director continues in service through that date, and no expiration date applies to these RSUs.
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) of common stock at a reference fair market value of $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.