Wu Lei 4

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.