[SCHEDULE 13G/A] GCT Semiconductor Holding, Inc. Amended Passive Investment Disclosure
TD Securities reports 6.1% stake in GCT
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.
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.
Positive
None.
Negative
None.
Insights
TD Securities reports a 6.1% economic interest in GCT via stock and warrants.
TD Securities (USA) LLC reports beneficial ownership of 3,693,107 GCT common shares, representing 6.1% of the class. This is mainly driven by 3,689,110 shares issuable from presently exercisable warrants with an exercise price of $11.50 per share, plus 3,997 outstanding shares.
The ownership calculation uses 57,099,558 shares outstanding as of September 30, 2025, then adds the warrants. Upstream entities TDH, TD GUS, and The Toronto-Dominion Bank may be deemed indirect holders but explicitly disclaim beneficial ownership beyond any pecuniary interest.
The certification states the position is held in the ordinary course of business and not to influence control of GCT Semiconductor Holding, Inc.. Subsequent ownership reports and future company filings may clarify whether this stake changes over time or remains around the disclosed 6.1% level.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many GCT Semiconductor (GCTS) shares does TD Securities beneficially own?
TD Securities (USA) LLC reports beneficial ownership of 3,693,107 GCT common shares. This includes 3,997 existing shares plus 3,689,110 shares issuable upon exercise of presently exercisable warrants, giving TD Securities a sizeable economic exposure to GCT Semiconductor.
What percentage of GCT Semiconductor (GCTS) is held by TD Securities?
TD Securities (USA) LLC reports beneficial ownership of 6.1% of GCT’s common stock. This percentage is based on 57,099,558 shares outstanding as of September 30, 2025, as reported by GCT, plus the shares underlying TD Securities’ presently exercisable warrants.
What warrants does TD Securities hold in GCT Semiconductor (GCTS)?
TD Securities holds warrants for 3,689,110 GCT common shares with an exercise price of $11.50 per share. These warrants are presently exercisable and represent nearly all of the reported 3,693,107 shares of beneficial ownership in GCT.
Do Toronto-Dominion affiliated entities directly own GCT Semiconductor (GCTS) shares?
Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank each report 0 shares directly beneficially owned. They may be deemed to hold indirect interests through ownership of TD Securities but each disclaims beneficial ownership except for any pecuniary interest.
Is TD Securities’ GCT Semiconductor (GCTS) position intended to influence control?
The reporting parties certify the GCT securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held for the purpose of changing or influencing control of GCT Semiconductor Holding, Inc.
How is TD Securities’ 6.1% GCT Semiconductor (GCTS) ownership percentage calculated?
The 6.1% figure is based on 57,099,558 GCT common shares outstanding as of September 30, 2025, as reported by GCT. The calculation then adds the 3,689,110 warrant shares held by TD Securities to determine its percentage of the common stock class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GCT Semiconductor Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
36170N107
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
3,693,107.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,693,107.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,693,107.00
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)
6.1 %
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 3,689,110 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) 57,099,558 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 7, 2025, plus (ii) the Warrants.
SCHEDULE 13G
CUSIP No.
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 No.
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 No.
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 1 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:
3,693,107
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 of (i) 3,997 shares of Common Stock and (ii) 3,689,110 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) 57,099,558 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 7, 2025, 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 virtue of their ownership of TDS.
Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein 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:
6.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 3,693,107
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 - 3,693,107
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.
Not Applicable
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:
02/13/2026
TORONTO DOMINION HOLDINGS USA INC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
02/13/2026
TD GROUP US HOLDINGS LLC
Signature:
Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
02/13/2026
TORONTO DOMINION BANK
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
02/13/2026
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: February 13, 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
