GCT Semiconductor Holding, Inc. ownership disclosure: TD Securities (USA) LLC reports beneficial ownership of 3,456,392 shares, representing 4.6% of the class as calculated by the filers. The position comprises 3,997 shares plus 3,452,395 shares issuable upon exercise of warrants exercisable at $11.50 per share; outstanding common shares were 72,494,116 as of December 31, 2025. The statement is filed jointly by TDS, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto‑Dominion Bank, with ownership reported as sole for TDS and disclaimed by the parent entities except to the extent of pecuniary interest.
Positive
None.
Negative
None.
Insights
Disclosure shows a 4.6% stake largely composed of exercisable warrants.
The filing lists 3,456,392 shares beneficially owned, of which 3,452,395 are issuable upon exercise of warrants exercisable at $11.50. This makes the economic exposure concentrated in derivative securities rather than current free‑floating shares.
Key dependencies include the December 31, 2025 share base of 72,494,116 used to compute the 4.6% figure and the fact that the warrants are "presently exercisable," which affects potential near‑term dilution if exercised.
Joint filing clarifies control and disclaimers among related TD entities.
The schedule is filed jointly by four related entities; TDS reports sole voting and dispositive power for the reported shares while parent entities disclaim ownership except for pecuniary interest. The joint filing agreement is attached and signed.
Governance watchers should note the filing is informational under Schedule 13G/A and does not indicate coordinated acquisition beyond the ownership disclosure.
Key Figures
Beneficial ownership:3,456,392 sharesWarrants exercisable:3,452,395 sharesExercise price:$11.50+3 more
6 metrics
Beneficial ownership3,456,392 sharesAmount beneficially owned reported by TDS
Warrants exercisable3,452,395 sharesShares issuable upon exercise of warrants (presently exercisable)
Exercise price$11.50Per‑share exercise price for the Warrants
Directly held common shares3,997 sharesCommon stock directly held by the reporting person
Shares outstanding (base)72,494,116 sharesOutstanding common shares as of <date>December 31, 2025</date>
Percent of class4.6%Percentage of class calculated by the filers
Key Terms
Warrants, Beneficial ownership, Schedule 13G/A
3 terms
Warrantsfinancial
"shares issuable upon the exercise of warrants to purchase shares of Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficial ownershipregulatory
"Amount beneficially owned: 3,456,392 TDS has the sole power to vote"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13G/Aregulatory
"This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
GCT Semiconductor Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
36170N107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
36170N107
1
Names of Reporting Persons
TD SECURITIES (USA) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,456,392.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,456,392.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,456,392.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
BD
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person is comprised 0f 3,997 shares of Common Stock plus 3,452,395 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The percentage above is based on (i) 72,494,116 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the period ended December 31, 2025, filed with the SEC on March 25, 2026, plus (ii) the Warrants.
SCHEDULE 13G
CUSIP Number(s):
36170N107
1
Names of Reporting Persons
TORONTO DOMINION HOLDINGS USA INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
36170N107
1
Names of Reporting Persons
TD GROUP US HOLDINGS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
36170N107
1
Names of Reporting Persons
TORONTO DOMINION BANK
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GCT Semiconductor Holding, Inc.
(b)
Address of issuer's principal executive offices:
2290 NORTH 1ST STREET, SUITE 201, SAN JOSE, CALIFORNIA
95131
Item 2.
(a)
Name of person filing:
TD SECURITIES (USA) LLC
TORONTO DOMINION HOLDINGS USA INC
TD GROUP US HOLDINGS LLC
TORONTO DOMINION BANK
(b)
Address or principal business office or, if none, residence:
ONE VANDERBILT AVENUE
NEW YORK, New York
10017
The address of TD Securities (USA) LLC's ("TDS") principal office and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is One Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.
(c)
Citizenship:
TD SECURITIES (USA) LLC - DELAWARE
TORONTO DOMINION HOLDINGS USA INC - DELAWARE
TD GROUP US HOLDINGS LLC - DELAWARE
TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL)
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
36170N107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Bank
Item 4.
Ownership
(a)
Amount beneficially owned:
3,456,392
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares.
The beneficial ownership of the Reporting Person is comprised 0f 3,997 shares of Common Stock plus 3,452,395 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The Warrants held by the Reporting Person have an exercise price of $11.50 per share of Common Stock and are presently
exercisable. The percentage above is based on (i) 72,494,116 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the period ended December 31, 2025, filed with the SEC on March 25, 2026, plus (ii) the Warrants.
This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TDH, TD GUS and TD Bank may be deemed to hold an indirect interest in the shares reported herein by TDS by virtue of their ownership of TDS.
Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein by TDS except to the extent of its pecuniary interest therein. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Percent of class:
4.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 3,456,392
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(ii) Shared power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 0
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(iii) Sole power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 3,456,392
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(iv) Shared power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 0
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
TD Securities (USA) LLC
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TD SECURITIES (USA) LLC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
05/15/2026
TORONTO DOMINION HOLDINGS USA INC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
05/15/2026
TD GROUP US HOLDINGS LLC
Signature:
Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
05/15/2026
TORONTO DOMINION BANK
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
05/15/2026
Exhibit Information
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of GCT Semiconductor Holding, Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: May 15, 2026
TD SECURITIES (USA) LLC
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TORONTO DOMINION HOLDINGS USA, INC.
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD GROUP US HOLDINGS LLC
By: /s/ Andre Ramos
Title: US Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD Securities reports beneficial ownership of 3,456,392 shares, equal to 4.6% of the class as calculated by the filers using December 31, 2025 outstanding shares.
How is the reported 3,456,392 share position composed?
The position includes 3,997 shares of common stock plus 3,452,395 shares issuable upon exercise of warrants that the filer states are presently exercisable.
What is the exercise price of the warrants tied to the position?
The warrants held by the reporting person have an exercise price of $11.50 per share, as stated in the filing.
What outstanding share base did the filers use to compute the percentage?
The percentage is based on 72,494,116 shares of common stock deemed outstanding as reported in the issuer's Form 10‑Q for the period ended December 31, 2025.
Which entities joined the Schedule 13G/A filing for GCTS?
The schedule is jointly filed by TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto‑Dominion Bank, with a signed joint filing agreement dated May 15, 2026.
