Form 8-K

8-K — GCT Semiconductor Holding, Inc.

Accession: 0000929638-26-002965

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001851961

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 10, 2026, OF GCT SEMICONDUCTOR HOLDING, INC. (exhibit99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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

Date of Report (Date of Earliest Event Reported): August 10, 2026

GCT Semiconductor Holding, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-41013

(Commission File Number)

Delaware

86-2171699

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

2290 North 1st Street, Suite 201

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 434-6040

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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(g) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

GCTS

NYSE

Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share

GCTS.WS

NYSE

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 August 10, 2026, GCT Semiconductor Holding, Inc. (the “Company”) issued a press release announcing financial results as of and for the quarter

ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit

Number

Description

99.1

Press Release, dated August 10, 2026, of

GCT Semiconductor Holding, Inc.

104

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

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

GCT SEMICONDUCTOR HOLDING, INC.

August 10, 2026

By:

/s/ Edmond Cheng

Name:

Edmond Cheng

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 10, 2026, OF GCT SEMICONDUCTOR HOLDING, INC.

EX-99.1

Filename: exhibit99-1.htm · Sequence: 2

Exhibit 99.1

GCT Semiconductor Holding, Inc. Provides Business Update and Reports Second Quarter 2026 Financial Results

5G Chipset Shipments in Q2 2026 Increased Approximately 71% Sequentially

SAN JOSE, CA – August 10, 2026 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a

leading designer and supplier of 5G semiconductors powering the AI data pipeline with wireless connectivity, today provided an update on business developments and reported financial results for the second quarter ended June 30, 2026.

Scaling the 5G Opportunity Toward Broad Commercial Ramp

Development, integration, certification and sales activities continued progressing across GCT’s 5G customer pipeline. Although customer

restructuring and evolving deployment schedules shifted the timing of certain launches, customer engagement and underlying demand remain strong, culminating in the shipment of over 5,100 5G chipsets during Q2, reinforcing the expected

commercial ramp across GCT’s three strategic growth markets:

•

Terrestrial Broadband: Advanced multiple FWA and CPE programs, and

carrier certification activities supporting future device launches including for AI data applications.

Partners include: Airspan, MaxLinear,

Orbic, a leading global telecom supplier as well as a major U.S. carrier.

•

Satellite and Non-Terrestrial Connectivity: Progressed multiple

direct-to-device and hybrid satellite-cellular programs, including ongoing development and certification activities supporting the next generation of ubiquitous 5G connectivity to support the AI data pipeline.

Partners include: Globalstar as well as one of the world’s largest satellite communications providers, among others.

•

IoT and Specialized Networks: Expanded GCT’s addressable market

through programs spanning IoT including wearables, and defence applications, including UAV connectivity, positioning, navigation and timing (PNT), and aviation connectivity.

Partners include: Gogo, Airspan as well as other potential large

strategic partners.

“We made continued progress during the second quarter as we advanced our 5G semiconductor platform across three key growth areas: terrestrial

broadband, satellite and non-terrestrial connectivity, and IoT and specialized networks,” said John Schlaefer, CEO of GCT. “5G chipset shipments

increased approximately 71% sequentially from last quarter as we continued supporting customer programs across a broad range of applications, including fixed wireless access, satellite connectivity, private networks, industrial IoT and other

specialized connectivity solutions. We also expanded into new connectivity markets through a recent strategic collaboration, leveraging GCT’s IoT technology and module capabilities to support UAV control and communications applications across

commercial and defense-related use cases. This collaboration highlights the versatility of our technology platform and our ability to address an expanding range of connectivity needs.”

Schlaefer added, “While broader market dynamics, including industry consolidation, restructuring activities and shifting customer deployment

schedules, have impacted the timing of certain programs, we remain encouraged by the strength of our customer engagement and expanding opportunity pipeline. As we look ahead, we remain focused on advancing customer programs toward

commercialization and believe the breadth of our 5G platform, growing ecosystem of partnerships and diversified market opportunities position GCT well to capitalize on the significant long-term growth opportunities across 5G connectivity

markets. With these developments, we now have greater visibility and are building the demand for our 5G products across multiple fronts.”

Second Quarter 2026 Financial Results

Results compare the 2026 fiscal second quarter ended June 30, 2026, to the 2025 fiscal second quarter ended June 30, 2025.

•

Net revenues were $1.0 million, a 17.9% decrease from $1.2 million.

•

Gross margin was negative as we continue to experience low product revenue, which is currently not sufficient to fully absorb production overhead costs and not representative of our expectations regarding profitability of

our products and services in future reporting periods. We expect gross margins to improve as 5G product sales ramp up and contribute more significantly to revenue. Gross margin for the three months ended June 30, 2025 was 32%.

•

Total operating expenses were $7.2 million, a 9.8% decrease from $8.0 million.

•

Net Loss was $20.4 million, a 50.5% increase from $13.5 million.

Net loss for the second quarter of 2026 included $12.3 million in losses from change in fair value of common stock warrant liabilities.

•

Adjusted EBITDA loss was $6.6 million, a decrease of 1.7% from

$6.7 million.

•

Cash and Cash equivalents of $30.2 million as of June 30, 2026.

“Our reported second-quarter net loss was significantly impacted by a $12.3 million non-cash loss related to the change in the fair value of

common stock warrant liabilities, driven by increases in our common stock price and the market price of our publicly traded warrants during the quarter, and therefore, was not reflective of our underlying operating performance,” said Edmond Cheng, CFO of GCT. “Hence, starting this quarter, we are introducing Adjusted EBITDA to provide greater visibility into our core operating

performance, demonstrating that we have stabilized underlying performance while continuing to invest in customer programs and production readiness. With the commercialization of 5G chipsets, the revenue for the first half of this year slightly

exceeds the full year of 2025, and we are confident that our revenue will grow this year compared to the previous years. Also, with $30.2 million of cash on our balance sheet at quarter-end, we have the financial flexibility and resources to

support commercial ramp of our customer programs and by now have already secured the required production capacity for the remainder of 2026 and through the first quarter of 2027 in anticipation of the expected chip demand.”

Liquidity

The Company's existing sources of liquidity as of June 30, 2026, include cash and cash equivalents of $30.2 million, net accounts receivable of

$1.1 million, and inventory of $1.5 million. GCT currently has an effective universal shelf registration statement on Form S-3 that allows the Company to raise up to $200.0 million through the issuance of securities, including $75.0 million for an at-market (“ATM”) agreement. During the quarter ended June 30, 2026,

while the total shelf registration maximum remains unchanged at $200.0 million, GCT amended the ATM Agreement to increase the allowed maximum

aggregate offering amount from $75.0 million to $120.0 million.

5G Outlook

The Company continues to expect aggregate 5G shipments in the second half of 2026 to exceed first-half levels.

Conference Call

The Company will hold a conference call and live webcast at 4:30 p.m. ET or 1:30 p.m. PST, which will be open to the public. During the

conference call, the Company will discuss business updates and review the financial results, followed by a Q&A period.

Date: Monday, August 10, 2026

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Dial-in information: Please register in advance of the call here.

Webcast (listen-only): To listen to the webcast use the following LINK.

A replay of the webcast will be available via the Investors section of the GCT

website at investors.gctsemi.com.

About GCT Semiconductor Holding, Inc.

GCT is a leading fabless designer and supplier of 5G, 4G LTE and satellite semiconductor solutions powering the AI data pipeline and enabling

advanced wireless connectivity. GCT's market-proven solutions are optimized to enable fast and reliable connectivity to devices such as CPEs, mobile hotspots, routers, M2M applications, smartphones, etc., including for edge computing and

direct-to-device applications, for the world's top wireless carriers including satellite connectivity providers and terrestrial mobile operators. GCT is committed to delivering the high performance, low latency wireless technologies that form

the backbone of the AI edge data pipeline. GCT's system-on-chip solutions integrate radio frequency, baseband modem and digital signal processing functions, therefore offering complete platform solutions with small form factors, low power

consumption, high performance, high reliability, and cost-effectiveness.

For more information, visit www.gctsemi.com.

Note Regarding Use of Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), this

earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including earnings or losses before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA.

We believe these financial measures provide useful information to investors with which to analyze our operating trends and performance.

In computing, EBITDA, we start with net loss and exclude interest expense, interest income, income taxes and depreciation and amortization

expenses. In computing Adjusted EBITDA, we start with EBITDA and exclude the following: stock-based compensation, gain/loss on foreign currency transactions, net, change in fair value of common stock forward liability, change in fair value of

warrant liabilities and change in fair value of convertible promissory notes.

Management uses EBITDA and Adjusted EBITDA for business planning purposes, including managing our business against internally projected results

of operations and measuring our performance. GCT’s management believes that these non-GAAP measures provide useful supplemental information to investors regarding the Company’s ongoing operations by eliminating certain items that are not

directly related to ongoing operations or impact the generation of current or future revenues, such as non-cash expenses. Additionally, because of varying available valuation methodologies and subjective assumptions that can impact a company’s

non-cash operating expenses, we believe that providing non-GAAP financial measures that primarily excludes non-cash expense allows for meaningful comparisons of our core business operating results and those of other companies, as well as

providing us with an important tool for financial and operational decision making and for evaluating our own core business operating results over different periods of time. Management considers these types of expenses and adjustments, to a

great extent, to be unpredictable and dependent on a considerable number of factors that are outside of our control and are not necessarily reflective of operational performance during a period.

These non-GAAP results should not be considered an alternative to, or a substitute for, GAAP financial information, and may differ from similarly

titled non-GAAP measures used by other companies. GCT has included these non-GAAP measures to give investors an opportunity to see the Company’s financial results as viewed by management. A reconciliation of the comparable GAAP financial

measures to the non-GAAP financial measures is provided at the end of the Company’s unaudited consolidated financial statements presented below.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act

of 1955. These forward-looking statements include, without limitation, the Company’s expectations with respect to 5G chip shipment for the remainder of 206; expansion into connectivity market; the 5G outlook and anticipated growth of 5G markets

and opportunities; collaboration with strategic partners; the ability for the Company to improve financial performance; the ability of the Company to raise sufficient capital to fund its operations; the ability of the Company’s technology and

products to address new markets and meet customer demands; the execution of go-to-market strategies; and the anticipated size of addressable markets by the Company’s products. Words such as “believe,” “project,” “expect,” “anticipate,”

“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the

actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results,

include, but are not limited to: the ability of the Company to develop its 5G products and generate revenue; the ability to enter into and meet the obligations under partnership and collaboration agreements; the ability of the Company to grow

and manage growth profitability and retain its key employees; the Company's financial and business performance, including the Company's financial projections and business metrics; changes in the Company's strategy, future operations, financial

position, estimated revenues and losses, forecasts, projected costs, prospects and plans; the Company's inability to anticipate the future market demands

and future needs of its customers; the impact of component shortages, suppliers' lack of production capacity, natural disasters or pandemics on the Company's

sourcing operations and supply chain; the Company's future capital requirements and sources and uses of cash; the ability to implement business plans, forecasts, and other expectations, including the growth of the 5G market; the risk that the

Company may not be able to repay its debt; the risk of economic downturns that affects the Company's business operation and financial performance; the risk that the Company may not be able to develop and design its products acceptable to its

customers; actual or potential conflicts of interest of the Company's management with its public stockholders; macroeconomic conditions, including market conditions, global and economic conditions, labor disputes, inflationary impacts, and

disruptions to the global supply chain; the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments; and other risks and uncertainties indicated from time to time

in Company’s filings with the Securities and Exchange Commission (“SEC”), including the annual report on Form 10-K for the fiscal year ended December 31, 2025, and quarterly reports on Form 10-Q, and those disclosures under the "Risk Factors"

section therein. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no

obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

•

Investor relations website: investors.gctsemi.com

•

Investor relations contact: Gateway Group, Ralf Esper, GCT@gateway-grp.com

•

Media contact: media@gctsemi.com

•

GCT Semiconductor Holding, Inc.

Consolidated Balance Sheets

(unaudited, in thousands)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

30,228

590

Accounts receivable, net

1,148

2,597

Inventory

1,464

947

Contract assets

5,143

5,432

Prepaid expenses and other current assets

8,683

2,318

Total current assets

46,666

11,884

Property and equipment, net

2,493

2,671

Operating lease right-of-use assets

337

708

Other assets

336

381

Total assets

49,832

15,644

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

218

628

Contract liabilities

—

Accrued and other current liabilities

17,074

21,680

Common stock forward liability

—

Borrowings

39,053

56,589

Operating lease liabilities, current

316

686

Total current liabilities

56,742

79,586

Long-term borrowings

11,028

—

Convertible promissory notes, net of current

5,184

6,046

Net defined benefit liabilities

7,439

7,598

Long-term operating lease liabilities

Other taxes payable

2,368

2,265

Warrant liabilities

18,315

2,870

Other liabilities

741

531

Total liabilities

101,848

98,937

Stockholders’ deficit:

Common stock

Additional paid-in capital

580,837

520,925

Accumulated other comprehensive income

2,785

1,181

Accumulated deficit

(635,647

)

(605,405

)

Total stockholders’ deficit

(52,016

)

(83,293

)

Total liabilities and stockholders’ deficit

49,832

15,644

GCT Semiconductor Holding, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except per share amounts)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net revenues:

Product

402

408

874

499

Service

569

774

2,017

1,179

Total net revenues

971

1,182

2,891

1,678

Cost of net revenues:

Product

1,041

582

1,936

789

Service

156

222

234

423

Total cost of net revenues

1,197

804

2,170

1,212

Gross profit (loss)

(226

)

378

721

466

Operating expenses:

Research and development

3,289

3,514

6,463

7,610

Sales and marketing

1,087

1,021

2,245

2,139

General and administrative

2,813

3,435

5,560

6,049

Total operating expenses

7,189

7,970

14,268

15,798

Loss from operations

(7,415

)

(7,592

)

(13,547

)

(15,332

)

Interest expense

(1,212

)

(1,532

)

(3,021

)

(2,602

)

Gain (loss) on foreign currency transactions, net

780

(3,217

)

3,358

(3,196

)

Change in fair value of common stock forward liability

—

295

Change in fair value of common stock warrant liabilities

(12,320

)

(1,010

)

(15,445

)

639

Change in fair value of convertible promissory notes

(220

)

(157

)

(1,506

)

(176

)

Other income, net

117

152

Loss before provision for income taxes

(20,270

)

(13,499

)

(30,006

)

(20,362

)

Provision for income taxes

108

236

144

Net loss

(20,378

)

(13,538

)

(30,242

)

(20,506

)

Net loss per common share:

Basic and diluted

(0.25

)

(0.26

)

(0.41

)

(0.41

)

Weighted average common shares outstanding, basic and diluted

82,556

51,703

74,358

49,666

GCT Semiconductor Holding, Inc.

Reconciliation of GAAP to Non-GAAP

(unaudited, in thousands)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net Loss

$ (20,378)

$ (13,538)

$ (30,242)

$ (20,506)

Provision for income taxes

108

236

144

Interest expense

1,212

1,532

3,021

2,602

Interest income

(126)

(13)

(160)

(14)

Depreciation and amortization

451

339

896

680

EBITDA

(18,733)

(11,641)

(26,249)

(17,094)

Stock-based compensation

344

512

789

1,023

Gain/ loss on foreign currency transactions, net

(780)

3,217

(3,358)

3,196

Change in fair value of common stock forward liability

(3)

(295)

Change in fair value of common stock warrant liabilities

12,320

1,010

15,445

(639)

Change in fair value of convertible promissory notes

220

157

1,506

176

Adjusted EBITDA

(6,629)

(6,745)

(11,870)

(13,633)

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

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

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- Definition

Title of a 12(g) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection g

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- 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

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Name:

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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 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- 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

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