Form 8-K

8-K — GigaCloud Technology Inc

Accession: 0001857816-26-000054

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001857816

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gct-20260507.htm (Primary)

EX-99.1 (gct-2026q1earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gct-20260507.htm · Sequence: 1

gct-20260507

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 7, 2026

Date of Report (date of earliest event reported)

___________________________________

GigaCloud Technology Inc

(Exact name of registrant as specified in its charter)

___________________________________

Cayman Islands

(State or other jurisdiction of

incorporation or organization)

001-41454

(Commission File Number)

00-0000000

(I.R.S. Employer Identification Number)

4388 Shirley Ave

El Monte, CA 91731

(Address of principal executive offices and zip code)

(626) 912-8886

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A ordinary shares, par value $0.05 per share

GCT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, GigaCloud Technology Inc (the “Company” or “GigaCloud”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release issued by GigaCloud

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 7th day of May 2026.

GigaCloud Technology Inc

By:

/s/ Larry Lei Wu

Name:

Larry Lei Wu

Title:

Chairman of the Board of Directors and

Chief Executive Officer

EX-99.1

Filename: gct-2026q1earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

GigaCloud Technology Inc Announces First Quarter Ended March 31, 2026 Financial Results

— Posts another Quarter of Substantial Revenue Growth —

EL MONTE, Calif., May 7, 2026 — GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B technology solutions for large parcel merchandise, today announced financial results for the first quarter ended March 31, 2026, highlighted by substantial revenue growth over the comparable prior year period.

First Quarter 2026 Financial Highlights

•Total revenues of $359.5 million, increased 32.2% year-over-year.

•Gross profit of $85.8 million, increased 34.7% year-over-year.

Gross margin was 23.9%, compared to 23.4% in the first quarter of 2025.

•Net income of $38.1 million, compared to $27.1 million reported in the prior-year period.

Net income margin was 10.6%, compared to 10.0% in the first quarter of 2025.

Diluted EPS increased 52.9% year-over-year to $1.04.

•Adjusted EBITDA1 of $45.6 million, increased 37.3% year-over-year.

Adjusted EPS – diluted2 of $1.24, increased 49.4% year-over-year.

•Cash and cash equivalents, Restricted cash, and Investments totaled $364.0 million as of March 31, 2026, a 12.7% decrease from December 31, 2025.

Operational Highlights

•GigaCloud Marketplace GMV3 increased 17.5% year-over-year to $1,664.6 million for the 12 months ended March 31, 2026.

•3P seller GigaCloud Marketplace GMV4 increased 23.7% year-over-year to $908.6 million for the 12 months ended March 31, 2026. 3P seller GigaCloud Marketplace GMV represented 54.6% of total GigaCloud Marketplace GMV for the 12 months ended March 31, 2026.

•Active 3P sellers5 increased 19.3% year-over-year to 1,377 for the 12 months ended March 31, 2026.

•Active buyers6 increased 25.2% year-over-year to 12,473 for the 12 months ended March 31, 2026.

1 Adjusted EBITDA is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measure” and the table captioned “Unaudited Reconciliation of Adjusted EBITDA” set forth at the end of this press release.

2 Adjusted EPS – diluted is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measure” and the table captioned “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.

3 GigaCloud Marketplace GMV means the total gross merchandise value of transactions ordered through our GigaCloud Marketplace including GigaCloud 3P and GigaCloud 1P, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.

4 3P seller GigaCloud Marketplace GMV means the total gross merchandise value of transactions sold through our GigaCloud Marketplace by 3P sellers, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.

5 Active 3P sellers means sellers who have sold a product in GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.

6 Active buyers means buyers who have purchased a product in the GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.

•Spend per active buyer7 was $133,457 for the 12 months ended March 31, 2026.

“At GigaCloud, taking a long-term view and investing in the future is our core philosophy. We are committed to building a global digital supply chain for big and bulky items – a vision that guides our every strategic move,” said Larry Wu, Founder and Chief Executive Officer. “The value of this approach becomes clear during downturns like the one we are navigating today. Our early investments in Europe and the strategic acquisition of Noble House are delivering solid results despite U.S. market challenges. Likewise, our decisive share repurchases have turned policy-driven volatility into an opportunity to enhance shareholder value. We will continue to defend this principle – driving innovation and investing for the long-term to strengthen our industry-leading position.”

“Our sustained profitability in an uncertain environment underscores our continued focus on operational discipline and the resilience of our model,” said Erica Wei, Chief Financial Officer. “We remain committed to a balanced capital allocation approach, investing in the business while returning capital to shareholders. As of date, our cumulative share buybacks across all programs totalled approximately 5.6 million shares for $113.5 million, with approximately $68.3 million remaining under our buyback program announced in August 2025. We will continue to execute against our capital priorities.”

Business Outlook

The Company expects its total revenues to be between $365 million and $390 million in the second quarter of 2026. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change and cannot be predicted with reasonable accuracy as of the date hereof.

Share Repurchase Program

On August 13, 2025, the Company’s Board of Directors approved a $111.0 million share repurchase program. The program became effective on August 17, 2025 and will remain in effect for a period of three years. During the first quarter of 2026, we repurchased 304,321 of our Class A ordinary shares at a total consideration of approximately $12.3 million. Subsequent to the first quarter of 2026, the Company has repurchased an aggregate of 200,628 Class A ordinary shares in the open market at a total consideration of approximately $9.0 million pursuant to a repurchase plan under Rule 10b5-1 of the Exchange Act.

Under the share repurchase program, the Company may purchase its ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. The Company may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with the Company’s working capital requirements, general business conditions and other factors.

Conference Call

The Company will host a conference call to discuss its financial results at 8:00 am U.S. Eastern Time on May 7, 2026. Participants can access the conference call at https://registrations.events/direct/CHO616387 by entering their details to receive a call that will connect them to the conference. All participants are encouraged to dial in 15 minutes prior to the start time.

A live and archived webcast of the conference call will be accessible on the Company’s investor relations website at: https://investors.gigacloudtech.com/.

About GigaCloud Technology Inc

GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, which it refers to as the “GigaCloud Marketplace,” integrates everything from discovery and payments to logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly

7 Spend per active buyer is calculated by dividing the total GigaCloud Marketplace GMV within the last 12-month period by the number of active buyers as of such date.

connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. The Company offers a truly comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories such as home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/.

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate its core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation, further adjusted to exclude share-based compensation expense. Adjusted EPS – diluted is a financial measure defined as our Adjusted EBITDA divided by our diluted weighted-average shares outstanding. Management uses Adjusted EBITDA and Adjusted EPS – diluted as measures of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies and in communications with our Board of Directors and investors concerning our financial performance. Non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliation of Adjusted EBITDA” and “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.

Forward-Looking Statements

This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For investor and media inquiries, please contact:

GigaCloud Technology Inc

Investor Relations

Email: ir@gigacloudtech.com

PondelWilkinson, Inc.

Laurie Berman (Investors) – lberman@pondel.com

George Medici (Media) – gmedici@pondel.com

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except for share data and per share data)

March 31, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 330,271 $ 379,780

Restricted cash 766 760

Investments 32,938 36,316

Accounts receivable, net 83,513 65,973

Inventories 240,315 188,298

Prepayments and other current assets 21,132 19,535

Total current assets 708,935 690,662

Non-current assets

Operating lease right-of-use assets 435,884 431,455

Property and equipment, net 36,806 32,281

Intangible assets, net 4,936 4,978

Goodwill 12,900 12,586

Deferred tax assets 14,369 12,981

Other non-current assets 16,388 17,516

Total non-current assets 521,283 511,797

Total assets $ 1,230,218 $ 1,202,459

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(In thousands)

March 31, 2026 December 31, 2025

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 98,780 $ 105,407

Contract liabilities 5,890 6,459

Current operating lease liabilities 106,675 100,326

Income tax payable 23,776 17,509

Accrued expenses and other current liabilities 107,821 112,547

Total current liabilities 342,942 342,248

Non-current liabilities

Operating lease liabilities, non-current 367,345 368,321

Deferred tax liabilities 730 797

Finance lease obligations, non-current 863 690

Non-current income tax payable 4,693 4,604

Other long-term liabilities 3,346 —

Total non-current liabilities 376,977 374,412

Total liabilities $ 719,919 $ 716,660

Commitments and contingencies $ — $ —

Shareholders’ equity

Treasury shares, at cost (304,321 and 237,269 shares held as of March 31, 2026 and December 31, 2025, respectively)

$ (12,267) $ (7,126)

Class A ordinary shares $0.05 par value, 50,673,268 shares authorized, 29,455,790 and 29,637,687 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

1,489 1,495

Class B ordinary shares ($0.05 par value, 9,326,732 shares authorized as of March 31, 2026 and December 31, 2025, 7,156,732 and 7,276,732 shares issued and outstanding as of March 31, 2026 and December 31, 2025)

357 363

Additional paid-in capital 87,395 88,674

Accumulated other comprehensive income (loss) (175) 1,527

Retained earnings 433,500 400,866

Total shareholders’ equity 510,299 485,799

Total liabilities and shareholders’ equity $ 1,230,218 $ 1,202,459

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except for share data and per share data)

Three Months Ended March 31,

2026 2025

Revenues

Service revenues $ 116,540 $ 94,068

Product revenues 242,948 177,838

Total revenues 359,488 271,906

Cost of revenues

Services 106,630 79,156

Products 167,012 129,024

Total cost of revenues 273,642 208,180

Gross profit 85,846 63,726

Operating expenses

Selling and marketing expenses 31,242 18,558

General and administrative expenses 9,762 14,340

Research and development expenses 2,358 2,493

Losses on disposal of property and equipment 5 12

Total operating expenses 43,367 35,403

Operating income 42,479 28,323

Interest expense (120) (23)

Interest income 2,984 2,621

Foreign currency exchange gains (losses), net (280) 792

Others, net 854 792

Income before income taxes 45,917 32,505

Income tax expense (7,793) (5,359)

Net income $ 38,124 $ 27,146

Foreign currency translation adjustment, net of income taxes of nil

(52) 411

Net unrealized loss on available-for-sale investments (8) (6)

Intra-entity foreign currency transactions gain (loss) (1,609) 1,636

Release of foreign currency translation reserve related to liquidation of subsidiaries (33) (1)

Total other comprehensive income (loss) (1,702) 2,040

Comprehensive Income $ 36,422 $ 29,186

Net income per ordinary share

—Basic $ 1.04 $ 0.68

—Diluted $ 1.04 $ 0.68

Weighted average number of ordinary shares outstanding used in computing net income per ordinary share

—Basic 36,683,938 40,020,265

—Diluted 36,771,570 40,138,522

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 38,124 $ 27,146

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 2,226 2,049

Share-based compensation 345 1,227

Operating lease 992 1,125

Changes in accounts receivables (10,159) (9,011)

Changes in inventories (43,458) (30,845)

Changes in prepayments and other assets (128) (3,217)

Changes in accounts payable, accrued expenses and other current liabilities (17,430) 14,551

Changes in contract liabilities (492) 1,096

Changes in income tax payable 6,503 6,418

Changes in deferred income taxes 33 (1,511)

Other operating activities 1,709 405

Net cash provided by (used in) operating activities (21,735) 9,433

Cash flows from investing activities:

Purchases of property and equipment (4,468) (2,395)

Disposals of property and equipment 22 34

Acquisitions, net of cash acquired (13,329) —

Purchases of investments (24,825) (25,000)

Sales and maturities of investments 27,793 31,986

Net cash provided by (used in) investing activities (14,807) 4,625

Cash flows from financing activities:

Repayment of finance lease obligations (148) (34)

Repurchases of ordinary shares (12,267) (22,734)

Net cash used in financing activities (12,415) (22,768)

Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash (546) 674

Net decrease in cash, cash equivalents and restricted cash (49,503) (8,036)

Cash, cash equivalents and restricted cash at the beginning of the period 380,540 260,444

Cash, cash equivalents and restricted cash at the end of the period $ 331,037 $ 252,408

Supplemental disclosure of cash flow information

Cash paid for interest expense $ 120 23

Cash paid for income taxes $ 1,196 552

Non-cash investing and financing activities:

Purchase of property and equipment under finance leases $ 555 $ 17

Contingent consideration and consideration payable $ 4,280 $ —

GigaCloud Technology Inc

UNAUDITED RECONCILIATION OF ADJUSTED EBITDA

(In thousands, except for per share data)

Three Months Ended

March 31,

2026 2025

(In thousands)

Net Income $ 38,124 $ 27,146

Add: Income tax expense 7,793 5,359

Add: Interest expense 120 23

Less: Interest income (2,984) (2,621)

Add: Depreciation and amortization 2,226 2,049

Add: Share-based compensation expenses 345 1,227

Adjusted EBITDA $ 45,624 $ 33,183

UNAUDITED RECONCILIATION OF ADJUSTED EPS – DILUTED

Three Months Ended

March 31,

2026 2025

Net income per ordinary share – diluted

$ 1.04 $ 0.68

Adjustments, per ordinary share:

Add: Income tax expense 0.21 0.13

Add: Interest expense — —

Less: Interest income (0.08) (0.07)

Add: Depreciation and amortization 0.06 0.05

Add: Share-based compensation expenses 0.01 0.04

Adjusted EPS – diluted $ 1.24 $ 0.83

Weighted average number of ordinary shares outstanding - diluted 36,771,570 40,138,522

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XNAS

Namespace Prefix:

Data Type:

Balance Type:

Period Type: