Wu Lei 4

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.