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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

November 6, 2025
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 shareGCTThe 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 November 6, 2025, GigaCloud Technology Inc (the “Company” or “GigaCloud”) issued a press release announcing its financial results for the quarter ended September 30, 2025. 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
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 6th day of November 2025.



GigaCloud Technology Inc
By:
/s/ Larry Lei Wu
Name:
Larry Lei Wu
Title:
Chairman of the Board of Directors and
Chief Executive Officer

Document

Exhibit 99.1
GigaCloud Technology Inc Announces Third Quarter and Nine Months Ended September 30, 2025 Financial Results
Achieves Record Quarterly Revenue and EPS Despite Challenging Environment
EL MONTE, Calif., November 6, 2025 — 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 third quarter and nine months ended September 30, 2025.
Third Quarter 2025 Financial Highlights
Total revenues of $332.6 million, increased 9.7% year-over-year.
Gross profit of $77.0 million, decreased 0.4% year-over-year.
Gross margin was 23.2%, compared to 25.5% in the third quarter of 2024.
Net income of $37.2 million, decreased 8.6% year-over-year.
Net income margin was 11.2%, compared to 13.4% in the third quarter of 2024.
Diluted EPS increased 1.0% year-over-year to $0.99.
Adjusted EBITDA1 of $43.4 million, decreased 11.1% year-over-year.
Adjusted EPS – diluted2 increased 0.8% year-over-year to $1.16.
Cash and cash equivalents, Restricted Cash, and Investments totaled $366.6 million as of September 30, 2025, compared with $303.1 million as of December 31, 2024.
Year-to-Date 2025 Financial Highlights
Total revenues of $927.2 million, increased 7.2% year-over-year.

Gross profit of $217.7 million, decreased 1.1% year-over-year.
Gross margin was 23.5%, compared to 25.5% for the same period of 2024.

Net income of $98.9 million, increased 4.3% year-over-year.
Net income margin was 10.7%, compared to 11.0% for the same period of 2024.
Diluted EPS increased 11.3% year-over-year to $2.56.

Adjusted EBITDA of $120.0 million, decreased 4.8% year-over-year.
Adjusted EPS – diluted of $3.11, increased 1.6% year-over-year.
Operational Highlights
GigaCloud Marketplace GMV3 increased 20.7% year-over-year to $1,488.5 million for the 12 months ended September 30, 2025.
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.
1


3P seller GigaCloud Marketplace GMV4 increased 24.4% year-over-year to $790.4 million for the 12 months ended September 30, 2025. 3P seller GigaCloud Marketplace GMV represented 53.1% of total GigaCloud Marketplace GMV for the 12 months ended September 30, 2025.
Active 3P sellers5 increased 17.2% year-over-year to 1,232 for the 12 months ended September 30, 2025.
Active buyers6 increased 33.8% year-over-year to 11,419 for the 12 months ended September 30, 2025.
Spend per active buyer7 was $130,349 for the 12 months ended September 30, 2025.
“This quarter reaffirmed the resilience of our diversified business,” said Larry Wu, Founder and Chief Executive Officer. “The return to top-line growth in Noble House reflects the impact of focused optimization, and our planned acquisition of New Classic advances our vision of a truly channel-agnostic B2B marketplace that connects suppliers and retailers with greater reach and efficiency. Through disciplined execution and a robust, debt-free balance sheet that supports our growth initiatives, we continued to scale in a difficult environment and strengthen the foundation for long-term value creation. The macro environment is beyond our control, but how we execute and adapt is not. Resilience is what keeps us moving forward.”

“Our disciplined execution generated $78 million in operating cash flow this quarter, providing the fuel to execute our long-term capital allocation strategy with precision,” said Erica Wei, Chief Financial Officer. “This allows us to consistently return capital to shareholders through buybacks — a highly effective tool for enhancing earnings per share — while simultaneously investing in strategic acquisitions to secure our future growth pipeline.”

Planned Acquisition

On October 24, 2025, GigaCloud announced that it has entered into a binding term sheet to acquire 100% of New Classic Home Furnishings, Inc. (New Classic) for $18 million in cash. At closing, New Classic will become a wholly owned subsidiary of GigaCloud, further expanding the Company’s channel-agnostic B2B marketplace and enhancing its domestic distribution capabilities.
Business Outlook
The Company expects its total revenues to be between $328 million and $344 million in the fourth quarter of 2025. 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. The previously authorized share repurchase program was terminated effective August 16, 2025. As of November 6, 2025, the Company has repurchased approximately 4.9 million of its Class A ordinary shares for $87 million under its share repurchase programs since its IPO in 2022.
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
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.
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.
2


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 6:30 pm U.S. Eastern Time on November 6, 2025. Participants who wish to join the call should pre-register here at https://dpregister.com/sreg/10204254/10043517936. Upon registration, participants will receive the dial-in number and a unique PIN, which can be used to join the conference call. If participants register and forget their PIN or lose their registration confirmation email, they may re-register to receive a new PIN. 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, payments and logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly 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, respectively. 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:
3


GigaCloud Technology Inc
Investor Relations
Email: ir@gigacloudtech.com
PondelWilkinson, Inc.
Laurie Berman (Investors) – lberman@pondel.com
George Medici (Media) – gmedici@pondel.com



4

GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share data and per share data)
September 30, 2025December 31, 2024
ASSETS
Current assets
Cash and cash equivalents$334,851 $259,759 
Restricted cash703 685 
Investments31,011 42,674 
Accounts receivable, net59,818 57,313 
Inventories176,361 172,489 
Prepayments and other current assets19,245 14,672 
Total current assets621,989 547,592 
Non-current assets
Operating lease right-of-use assets425,536 451,930 
Property and equipment, net33,311 29,498 
Intangible assets, net5,283 6,198 
Goodwill12,586 12,586 
Deferred tax assets11,021 10,026 
Other non-current assets14,385 12,645 
Total non-current assets502,122 522,883 
Total assets$1,124,111 $1,070,475 
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GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(In thousands except for share data and per share data)
September 30, 2025December 31, 2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$79,460 $78,163 
Contract liabilities5,233 4,486 
Current operating lease liabilities99,887 88,521 
Income tax payable11,589 13,615 
Accrued expenses and other current liabilities103,458 79,594 
Total current liabilities299,627 264,379 
Non-current liabilities
Operating lease liabilities, non-current361,122 395,235 
Deferred tax liabilities732 941 
Finance lease obligations, non-current662 382 
Non-current income tax payable4,653 4,321 
Total non-current liabilities367,169 400,879 
Total liabilities$666,796 $665,258 
Commitments and contingencies$— $— 

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GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(In thousands except for share data and per share data)
September 30, 2025December 31, 2024
Shareholders’ equity
Treasury shares, at cost (835,661 and 609,390 shares held as of September 30, 2025 and December 31, 2024, respectively)
$(18,639)$(11,816)
Class A ordinary shares ($0.05 par value, 50,673,268 shares authorized, 30,136,429 and 32,878,735 shares issued as of September 30, 2025 and December 31, 2024, respectively, 29,163,245 and 32,269,345 shares outstanding as of September 30, 2025 and December 31, 2024, respectively)
1,501 1,643 
Class B ordinary shares ($0.05 par value, 9,326,732 shares authorized, 8,076,732 and 8,076,732 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
403 403 
Additional paid-in capital94,674 120,262 
Accumulated other comprehensive income (loss)1,859 (4,136)
Retained earnings377,517 298,861 
Total shareholders’ equity457,315 405,217 
Total liabilities and shareholders’ equity$1,124,111 $1,070,475 
7

GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands except for share data and per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025202420252024
Revenues
Service revenues$108,370 $110,340 $299,362 $282,750 
Product revenues224,268 192,976 627,788 582,510 
Total revenues332,638 303,316 927,150 865,260 
Cost of revenues
Services98,473 86,422 263,485 231,948 
Products157,116 139,643 445,946 413,066 
Total cost of revenues255,589 226,065 709,431 645,014 
Gross profit77,049 77,251 217,719 220,246 
Operating expenses
Selling and marketing expenses25,477 18,605 68,813 52,645 
General and administrative expenses8,511 15,296 35,882 56,965 
Research and development expenses2,534 2,582 8,211 7,435 
Losses on disposal of property and equipment45 127 213 
Total operating expenses36,529 36,528 113,033 117,258 
Operating income40,520 40,723 104,686 102,988 
Interest expense(71)(87)(126)(227)
Interest income3,120 2,703 8,555 6,556 
Foreign currency exchange gains (losses), net(557)3,337 882 (479)
Government grants40 21 258 29 
Others, net980 1,177 3,236 1,361 
Income before income taxes44,032 47,874 117,491 110,228 
Income tax expense(6,857)(7,189)(18,618)(15,379)
Net income$37,175 $40,685 $98,873 $94,849 
Foreign currency translation adjustment, net of nil income taxes
101 (173)1,391 (551)
Net unrealized gain on available-for-sale investments10 17 19 
Intra-entity foreign currency transactions gain (loss)(420)— 4,602  
Release of foreign currency translation reserve related to liquidation of subsidiaries— — (1) 
Total other comprehensive income (loss)(309)(156)5,995 (532)
Comprehensive Income$36,866 $40,529 $104,868 $94,317 
Net income per ordinary share
—Basic$0.99 $0.98 $2.57 $2.30 
—Diluted$0.99 $0.98 $2.56 $2.30 
Weighted average number of ordinary shares outstanding used in computing net income per ordinary share
—Basic37,539,21441,364,88638,535,15141,150,372
—Diluted37,605,03241,395,00138,607,74841,258,416
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GigaCloud Technology Inc
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Nine Months Ended
September 30,
 20252024
Cash flows from operating activities:
Net income$98,873 $94,849 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization6,304 6,253 
Share-based compensation4,602 15,580
Operating lease3,583 25,196 
Changes in accounts receivables(21)(3,836)
Changes in inventories759 (52,645)
Changes in prepayments and other assets(5,002)(5,229)
Changes in accounts payable, accrued expenses and other current liabilities18,223 10,982 
Changes in contract liabilities575 (104)
Changes in income tax payable(2,151)5,921 
Changes in deferred income taxes(1,137)(7,957)
Other operating activities1,684 650 
Net cash provided by operating activities$126,292 $89,660 
Cash flows from investing activities:
Purchases of property and equipment(5,162)(14,038)
Disposals of property and equipment131 1,700 
Purchases of investments(84,694)(53,547)
Sales and maturities of investments93,287 11,843 
Net cash provided by (used in) investing activities$3,562 $(54,042)
Cash flows from financing activities:
Repayment of finance lease obligations$(284)$(1,589)
Repurchases of ordinary shares(57,373)— 
Net cash used in financing activities$(57,657)$(1,589)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash2,913 130 
Net increase in cash, cash equivalents and restricted cash$75,110 $34,159 
Cash, cash equivalents and restricted cash at the beginning of the period260,444 184,168 
Cash, cash equivalents and restricted cash at the end of the period$335,554 $218,327 
Supplemental disclosure of cash flow information
Cash paid for interest expense$126 $227 
Cash paid for income taxes$22,061 $18,889 
9

GigaCloud Technology Inc
UNAUDITED RECONCILIATION OF ADJUSTED EBITDA
(In thousands, except for per share data)
Three Months Ended
September 30,
Nine Months Ended September30
2025202420252024
(In thousands)
(In thousands)
Net Income$37,175 $40,685 $98,873 $94,849 
Add: Income tax expense6,857 7,189 18,618 15,379 
Add: Interest expense71 87 126 227 
Less: Interest income(3,120)(2,703)(8,555)(6,556)
Add: Depreciation and amortization2,115 2,108 6,304 6,253 
Add: Share-based compensation expenses349 1,433 4,602 15,580 
Add: Non-recurring items(1)
— — — 308 
Adjusted EBITDA$43,447 $48,799 $119,968 $126,040 
_____________________
(1)    One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded net losses of $308 thousand in the nine months ended September 30, 2024. We do not believe such losses to be recurring or frequent in nature.
UNAUDITED RECONCILIATION OF ADJUSTED EPS – DILUTED
Three Months Ended
September 30,
Nine Months Ended September30
2025202420252024
Net income per ordinary share – diluted$0.99 $0.98 $2.56 $2.30 
Adjustments, per ordinary share:
Add: Income tax expense0.18 0.17 0.48 0.37 
Add: Interest expense— — — 0.01 
Less: Interest income(0.08)(0.07)(0.22)(0.16)
Add: Depreciation and amortization0.06 0.05 0.16 0.15 
Add: Share-based compensation expenses0.01 0.02 0.12 0.38 
Add: Non-recurring items(1)
— — — 0.01 
Adjusted EPS – diluted$1.16 $1.15 $3.11 $3.06 
Weighted average number of ordinary shares outstanding - diluted37,605,03241,395,00138,607,74841,258,416
_____________________
(1)    One of our fulfillment centers in Japan experienced a fire in March 2024. We recognized losses as a result of the fire. Based on the provisions of our insurance policy, the gross losses have been reduced by the estimated insurance proceeds expected to be received from our insurance carrier. We have determined that partial recovery of the incurred losses is probable and therefore recorded net losses of $308 thousand in the nine months ended September 30, 2024. We do not believe such losses to be recurring or frequent in nature.
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