Wu Lei 4
4 · GigaCloud Technology Inc · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
GigaCloud (GCT) CEO Lei Wu Converts Shares, Receives $7.31M
What Happened
Lei Wu, CEO of GigaCloud Technology Inc., converted 243,008 shares (exercise/conversion of a derivative) into Class A ordinary shares and simultaneously entered into a variable prepaid forward contract covering up to those 243,008 shares. In exchange for the contract he received $7,313,872 in cash. The converted/pledged shares were used as collateral for the contract; this is a monetization transaction rather than an open-market sale.
Key Details
- Transaction date: June 4, 2026 (Form 4 filed June 8, 2026 — timely).
- Shares involved: 243,008 shares (conversion/exercise at $0.00 — conversion of Class B into Class A).
- Cash received: $7,313,872 up front from the variable prepaid forward buyer.
- Delivery/settlement schedule (maturities in June 2029): up to 26,950 shares on June 4, 2029; up to 70,000 on June 5, 2029; up to 70,000 on June 6, 2029; up to 70,000 on June 7, 2029; up to 6,058 on June 8, 2029 (total Base Amount = 243,008).
- Price mechanics: number of shares to be delivered on each maturity depends on the market price then. There is a Floor Price of $34.44 and a Cap Price of $52.67 that affect how many shares are delivered (if price ≤ floor → full Base Amount portion delivered; between floor and cap → delivery scaled by floor/settlement price; at/above cap → delivery determined by a capped formula described in the filing).
- Collateral and rights: Mr. Wu pledged the 243,008 shares as security for the contract but retained dividend and voting rights during the pledge term.
- Beneficial ownership note: Mr. Wu is sole member/manager of Shan Lao Hu Tong LLC, which is sole shareholder of Ji Xiang Hu Tong Holdings Ltd.; through these relationships he may be an indirect beneficial owner of shares held by that entity (see filing footnotes).
- Filing timeliness: Filed on June 8 for a June 4 transaction — appears timely (Form 4 is generally due two business days after the transaction).
Context
- This is a monetization via a variable prepaid forward: the insider got cash now and has an obligation to deliver shares or cash in 2029 depending on GCT’s stock price then. It is not an immediate open-market sale and does not by itself signal buy/sell intent.
- The exercise/conversion at $0.00 reflects conversion of Class B into Class A shares (Class B are convertible into equal Class A shares at no cost per filing).
- Retail investors should note the caps/floors and future delivery schedule — actual future dilution or share delivery will depend on market prices on the 2029 settlement dates.
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]2026-06-04+243,008→ 286,058 total(indirect: By LLC) - OtherSwap
Forward sale contract (obligation to sell)
[F4][F5][F6][F1][F2][F3]2026-06-04+243,008→ 243,008 total(indirect: By LLC)→ Class A Ordinary Shares, par value $0.05 per share (243,008 underlying) - Exercise/Conversion
Class B Ordinary Shares, par value $0.05 per share
[F7][F1][F3][F8]2026-06-04−243,008→ 6,865,674 total(indirect: By LLC)→ Class A Ordinary Shares, par value $0.05 per share (243,008 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 4, 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 243,008 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 five maturity dates, including up to 26,950 shares on June 4, 2029, up to 70,000 shares on June 5, 2029, up to 70,000 shares on June 6, 2029, up to 70,000 shares on June 7, 2029, and up to 6,058 shares on June 8, 2029, respectively (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $7,313,872 as of the date of entering into the contract.
- [F5](Continued from footnote 4) The Reporting Person pledged 243,008 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 dates is to be generally determined as follows: (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the relevant valuation date (the "Settlement Price") is less than $52.67 (the "Cap Price") but greater than $34.44 (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 a 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 a 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.