Wu Lei 4
4 · GigaCloud Technology Inc · Filed Jun 4, 2026
Research Summary
AI-generated summary of this filing
GigaCloud CEO Wu Lei Enters Prepaid Forward, Exercises 43,050 Shares
What Happened
- Wu Lei, CEO of GigaCloud Technology Inc. (GCT), converted/exercised 43,050 shares into Class A ordinary shares (reported as an exercise/conversion) and simultaneously entered into a variable prepaid forward sale on June 2, 2026. As part of that forward contract he received $1,384,992 in cash and pledged the 43,050 shares as collateral while retaining dividend and voting rights.
Key Details
- Transaction date: June 2, 2026; Form filed June 4, 2026 (appears timely).
- Reported actions: exercise/conversion of 43,050 shares (code M); related derivative acquisition/disposition entries (code J and M) reflecting the prepaid forward arrangement.
- Cash received: $1,384,992 at contract inception.
- Instrument: variable prepaid forward with maturity June 4, 2029. Settlement mechanics: number of shares to be delivered on maturity depends on the settlement price, with a Floor Price of $36.57 and a Cap Price of $55.34 (see footnotes F4–F6 for full formula).
- Collateral: the 43,050 Class A shares were pledged to secure obligations under the contract; Wu retained dividend and voting rights during the pledge (F5).
- Indirect ownership: Wu may be deemed an indirect owner of shares held by Ji Xiang Hu Tong Holdings Limited via Shan Lao Hu Tong LLC (F1–F3).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
Context
- This is not a typical open-market buy or sale. The conversion/exercise at $0.00 likely reflects conversion of Class B to Class A shares (convertible at no cost per footnote F7), followed by entering a prepaid forward that effectively monetizes the shares now pledged as collateral.
- Prepaid forwards provide immediate cash today in exchange for future delivery of shares (or cash equivalent) and do not necessarily indicate a straightforward personal sale — they can be used for liquidity, hedging, or tax planning.
Insider Transaction Report
Form 4
Wu Lei
DirectorChief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Class A Ordinary Shares, par value $0.05 per share
[F1][F2][F3]2026-06-02+43,050→ 43,050 total(indirect: By LLC) - OtherSwap
Forward sale contract (obligation to sell)
[F4][F5][F6][F1][F2][F3]2026-06-02+43,050→ 43,050 total(indirect: By LLC)From: 2029-06-04Exp: 2029-06-04→ Class A Ordinary Shares, par value $0.05 per share (43,050 underlying) - Exercise/Conversion
Class B Ordinary Shares, par value $0.05 per share
[F7][F1][F3][F8]2026-06-02−43,050→ 7,108,682 total(indirect: By LLC)→ Class A Ordinary Shares, par value $0.05 per share (43,050 underlying)
Holdings
- 160,000
Class A Ordinary Shares, par value $0.05 per share
[F3] - 5,000
Class B Ordinary Shares, par value $0.05 per share
[F7][F3]→ Class A Ordinary Shares, par value $0.05 per share (5,000 underlying)
Footnotes (8)
- [F1]Lei Wu ("Mr. Wu") is the sole member and sole manager of a limited liability company, Shan Lao Hu Tong LLC, that is the sole shareholder of Ji Xiang Hu Tong Holdings Limited. As a result of these relationships, Mr. Wu may be deemed to be an indirect beneficial owner of the securities held by Ji Xiang Hu Tong Holdings Limited.
- [F2]Represents Class A ordinary shares, par value of US$0.05 per share, of the Issuer ("Class A Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited.
- [F3]This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 of Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F4]On June 2, 2026, the Reporting Person entered into a variable prepaid forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to 43,050 shares of Class A Ordinary Shares (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on the maturity date of the contract, June 4, 2029 (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $1,384,992 as of the date of entering into the contract.
- [F5](Continued from footnote 4) The Reporting Person pledged 43,050 shares of Class A Ordinary Shares (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Class A Ordinary Shares to be delivered by the Reporting Person to the buyer on the maturity date is to be determined as follows: (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the maturity date (the "Settlement Price") is less than $55.34 (the "Cap Price") but greater than $36.57 (the "Floor Price"), the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to the Floor Price divided by the Settlement Price;
- [F6](Continued from footnote 5) (b) if the Settlement Price is equal or greater than the Cap Price on the maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Price and (B) the excess, if any, of the Settlement Price over the Cap Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Price on the maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount.
- [F7]The Class B Ordinary Shares are convertible at any time at the option of the holder into an equal number of Class A Ordinary Shares at no cost.
- [F8]Represents Class B ordinary shares, par value of US$0.05 per share, of the Issuer ("Class B Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited.