GCT

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How GCT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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The forward-looking statements included in this annual report relate to, among other things: • our goals; • our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; • our ability to realize the expected benefits of our acquisitions; • our expectation regarding the prospects of our business model; • our future business development, financial condition and results of operations; • expected changes in our revenues, costs or expenditures; • our dividend policy; • our expectations regarding the effectiveness of our marketing initiatives and the demand for and market acceptance of our products and services; • our expectations regarding our relationships with customers and business partners; • the trends in, expected growth in and market size of our industry globally; • our ability to maintain and enhance our market position; • our ability to continue to develop new technologies and/or upgrade our existing technologies; • developments in, or changes to, laws, regulations, governmental policies, tariffs, trade policies, incentives and taxation affecting our operations, in particular in the markets we are in; • relevant governmental policies and regulations relating to our businesses and industry; • competitive environment, competitive landscape and potential competitor behavior in our industry; overall industry outlook in our industry; • our ability to attract, train and retain executives and other employees; • our proposed use of proceeds from any of our future offerings; • the development of the global financial and capital markets; • fluctuations in inflation, interest rates and exchange rates; • the impact of any pandemics or epidemics to our business operations; • general business, political, social and economic conditions in the U.S. and other markets we have business; and • assumptions underlying or related to any of the foregoing.
SUMMARY OF RISK FACTORS Investing in our Class A ordinary shares is subject to a number of risks, including risks related to our business and industry, risks related to our corporate structure and risks related to our Class A ordinary shares.
We cannot guarantee that we will be able to maintain the growth rate we have experienced to date. • We may not realize the expected benefits of our acquisitions due to potential risk and uncertainties. • System interruptions that impair access to our GigaCloud Marketplace, or other performance failures in our technology infrastructure, could damage our reputation and results of operations. • Our international operations are subject to a variety of legal, regulatory, political and economic risks. • If we fail to maintain and expand our relationships with third-party platforms and sellers and buyers in our marketplace, our revenues and results of operations will be harmed. • Risks associated with the manufacturers of the products we sell as our own inventory could materially and adversely affect our financial performance as well as our reputation and brand. • Trade restrictions could materially and adversely affect our business, financial condition and results of operations. • If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected. • We depend on our relationships with third parties, including third-party trucking and freight service companies, and changes in our relationships with these parties could adversely impact our revenues and profits. • We may not be successful in optimizing our fulfillment centers and fulfillment network. • Damage to our business reputation could have a material adverse effect on our growth strategy and our business, financial condition, results of operations and prospects. • Our efforts to launch new products or services may not be successful. • We operate our GigaCloud Marketplace through our Hong Kong Subsidiary.
Risks Related to Our Class A Ordinary Shares • The trading price of our Class A ordinary shares could be highly volatile, and purchasers of our Class A ordinary shares could incur substantial losses. • The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members. • Our Class A ordinary shares may be prohibited from trading in the U.S. under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect or investigate auditors located in China completely.
Our global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Europe and Japan, to execute cross-border transactions with confidence, speed and efficiency.
GigaCloud Marketplace is one of the fastest growing large parcel B2B marketplaces with over $1,576.8 million, $1,341.4 million and $794.4 million of GMV transacted in our marketplace in 2025, 2024 and 2023, respectively.
In 2023, we completed the acquisition of Noble House, a leading B2B distributor of indoor and outdoor home furnishings, for an aggregate consideration of approximately $77.6 million, and the acquisition of Wonder, a cloud-based interactive digital signage and e-catalog management SaaS company, for an aggregate purchase price of approximately $10.0 million.
More recently, on January 1, 2026, we completed the acquisition of New Classic Home Furnishings, Inc., or New Classic, a U.S.-based distributor serving the home furnishings market, for approximately $18.0 million.
We built the GigaCloud Marketplace to democratize access and distribution globally so that manufacturers, who are typically sellers in our marketplace, and resellers, who are typically buyers in our marketplace, can transact without borders.
Manufacturers view our marketplace as an essential sales channel to thousands of resellers in the U.S., Europe and Japan.
Additionally, resellers may lack the resources and infrastructure to manage a global supply chain and support international distribution.
Our integrated ecommerce solutions allow resellers to offer competitive products and services comparable to those offered by large ecommerce platforms by giving them access to a large and growing catalog of products at wholesale prices, supported by industry-leading global fulfillment capabilities.
To enhance our marketplace experience, we sell our own products, or 1P products, through the GigaCloud Marketplace and to and through third-party ecommerce websites, such as Amazon, Walmart, Home Depot, Overstock and Wayfair in the U.S., Rakuten in Japan and OTTO in Germany.
These 1P revenues expand our market presence, create more products for buyers, drive volume-based cost efficiencies for sourcing products, provide us with proprietary data and increase the velocity of sales on our marketplace.
With the acquisitions of Noble House in 2023 and New Classic in 2026, we further diversified the 1P product variety and offerings for our buyers. 1P revenues derived from the GigaCloud Marketplace and third-party ecommerce websites represented 66.8%, 66.4% and 66.5% of total revenues in 2025, 2024 and 2023, respectively.
We operate fulfillment centers in five countries in the U.S., Germany, Japan, the U.K. and Canada, with the U.S. being our largest market.
As of December 31, 2025, we operated 35 large-scale fulfillment centers around the world totaling approximately 11.3 million square feet of storage space, covering 19 ports of destination globally with over 35,000 annual containers, and have an extensive shipping and trucking network via partnerships with major shipping, trucking and freight service providers.
As our marketplace grows, we accumulate user and product data to develop analytical and predictive tools such as product sales forecasts.
The following tables set forth our key financial and operating metrics for the periods indicated: Year ended December 31, 2025 2024 2023 Key Financial Statement Metrics: (In thousands, except for per share data) Total revenues $ 1,289,897 $ 1,161,042 $ 703,831 Gross profit 300,666 285,236 188,633 Operating income 144,976 130,622 110,078 Net income 137,372 125,808 94,108 Net income per ordinary share —Basic $ 3.60 $ 3.06 $ 2.31 —Diluted $ 3.59 $ 3.05 $ 2.30 Year ended December 31, 2025 2024 2023 Non-GAAP Financial Metrics (1) : (In thousands, except for per share data) Adjusted EBITDA $ 162,944 $ 156,942 $ 118,307 Adjusted EPS – diluted $ 4.26 $ 3.81 $ 2.89 _____________________ (1) See “Item 7.
Below is a summary of our key financial and operating metrics for the periods indicated: Year ended December 31, Key Operating Metrics: 2025 2024 2023 GigaCloud Marketplace GMV (in $ thousands) $ 1,576,786 $ 1,341,385 $ 794,433 Active 3P sellers 1,299 1,111 815 3P seller GigaCloud Marketplace GMV(in $ thousands) $ 851,202 $ 693,888 $ 426,347 Active buyers 12,089 9,306 5,010 Spend per active buyer (in $) $ 130,431 $ 144,142 $ 158,569 We generate revenues primarily through three revenue streams: • GigaCloud 3P : generates service revenues, including platform commission, ocean transportation service, drayage service, warehousing service, packaging service, last-mile delivery service and others, by facilitating transactions between sellers and buyers in our marketplace. • GigaCloud 1P : generates product revenues through the sale of our inventory in our marketplace. • Off-platform Ecommerce : generates product revenues through the sale of our inventory to and through third-party ecommerce websites.
GigaCloud 3P Through GigaCloud 3P, we derive service revenues through the various activities of sellers and buyers in our GigaCloud Marketplace, which result in revenues from platform commission, ocean transportation service, drayage service, warehousing service, packaging service, last-mile delivery service and others.
We charge packaging fees in connection with merchandise that we pack and ship.
We also charge the sellers storage fees based on the number of days and the size of the products that are stored in our fulfillment centers, and we charge buyers a flat fee for last-mile delivery services for delivery of products to end customers directly from our fulfillment centers, which varies by the weight of the products.
From time to time in 2025, 2024 and 2023, when we had excess fulfillment capacity, we utilized such excess fulfillment capacity and our extensive logistics network to offer third-party logistics services to customers to help fulfill their large parcel transportation needs.
Off-platform Ecommerce In addition to facilitating transactions in our GigaCloud Marketplace, we also procure highly rated products directly from manufacturers and sell them directly to and through third-party ecommerce websites such as Wayfair, Walmart, Home Depot, Amazon, Target and Overstock, or to individual customers through third-party ecommerce websites such as Amazon, OTTO, Target, Real and Rakuten.
Sellers and Buyers In 2025, 2024 and 2023, GigaCloud Marketplace had 1,299, 1,111 and 815 active 3P sellers, respectively, and 12,089, 9,306 and 5,010 active buyers, respectively.
The buyers in our marketplace are typically resellers operating in the U.S., Europe and Japan who procure large parcel merchandise to resell to other retailers or to end customers.
Our Value Proposition to Sellers We lower the barriers to entry for sellers in our marketplace so that they are able to quickly gain access to the key global markets in which we operate, including the U.S., Europe, Japan and Canada.
In April 2024, we launched a new service, “Branding-as-a-Service” or “BaaS”, which selects and allows sellers in the our GigaCloud Marketplace to sell products under Christopher Knight Home, a leading American furniture brand.
Sellers, who are typically furniture suppliers or manufacturers, are able to sell and distribute the approved product SKUs under the brand for a designated fee.
We also provide buyers the option to pre-sell products through their own channels before placing an order in the GigaCloud Marketplace.
As of December 31, 2025, we had four key operating centers in California, Georgia, New Jersey and Texas, covering 24 fulfillment centers and seven ports of destination in the U.S., totaling approximately 9.5 million square feet.
Outside the U.S., we have one fulfillment center and one port of destination in the U.K., six fulfillment centers and four ports of destination in Germany, three fulfillment centers and one port of destination in Japan, and one fulfillment center and two ports of destination in Canada, all together totaling over 1.8 million square feet.
Transportation Network We engage our extensive shipping network consisting of major ocean transportation providers covering 15 ports of destination globally with over 35,000 annual containers, and a trucking network in partnership with major trucking and freight service providers.
Sourcing Network We have 187 employees in mainland China, Vietnam and Malaysia who source products from manufacturers throughout Asia.
In 2025, we sourced merchandise from more than 500 suppliers for our GigaCloud 1P and off-platform ecommerce.
The chart below summarizes our sourcing network described above as of December 31, 2025: Marketplace Transactions Our GigaCloud Marketplace enables suppliers and buyers to transact with each other, including setting their own optional and customizable margin and rebate offerings.
Payment We provide our customers with a number of payment options including online payments with credit cards and debit cards issued by major banks, and payment through major third-party online payment platforms, such as Payoneer, WorldFirst, PingPong and others.
Warranties and Refunds For 1P products procured and sold in the GigaCloud Marketplace, we generally provide 90-day to 2-years warranties.
Except for refunds, we do not offer exchange or return policies due to the nature of the large parcel merchandise sold in our marketplace.

and 79 more.

Gone since FY2024

The forward-looking statements included in this annual report relate to, among other things: • our goals; • our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; • our ability to realize the expected benefits of our acquisitions; • our expectation regarding the prospects of our business model; • our future business development, financial condition and results of operations; • expected changes in our revenues, costs or expenditures; • our dividend policy; • our expectations regarding the effectiveness of our marketing initiatives and the demand for and market acceptance of our products and services; • our expectations regarding our relationships with customers and business partners; • the trends in, expected growth in and market size of our industry globally; • our ability to maintain and enhance our market position; • our ability to continue to develop new technologies and/or upgrade our existing technologies; • developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations, in particular in the markets we are in; • relevant governmental policies and regulations relating to our businesses and industry; • competitive environment, competitive landscape and potential competitor behavior in our industry; overall industry outlook in our industry; • our ability to attract, train and retain executives and other employees; • our proposed use of proceeds from any of our future offerings; • the development of the global financial and capital markets; • fluctuations in inflation, interest rates and exchange rates; • the impact of the COVID-19 pandemic, or other pandemics or epidemics, to our business operations and the economy in the U.S. and elsewhere generally; • general business, political, social and economic conditions in the U.S. and other markets we have business; and • assumptions underlying or related to any of the foregoing.
SUMMARY OF RISK FACTORS Investing in our Class A ordinary shares is subject to a number of risks, including risks related to our business and industry, risks related to our corporate structure, risks related to doing business in China and risks related to our Class A ordinary shares.
We cannot guarantee that we will be able to maintain the growth rate we have experienced to date. • We may not realize the expected benefits of our acquisitions of Noble House and Wondersign due to potential risk and uncertainties. • System interruptions that impair access to our GigaCloud Marketplace, or other performance failures in our technology infrastructure, could damage our reputation and results of operations. • Our international operations are subject to a variety of legal, regulatory, political and economic risks. • If we fail to maintain and expand our relationships with third-party platforms and sellers and buyers in our marketplace, our revenues and results of operations will be harmed. • Risks associated with the manufacturers of the products we sell as our own inventory could materially and adversely affect our financial performance as well as our reputation and brand. • If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected. • We depend on our relationships with third parties, including third-party trucking and freight service companies, and changes in our relationships with these parties could adversely impact our revenues and profits. • We may not be successful in optimizing our fulfillment centers and fulfillment network. • Damage to our business reputation could have a material adverse effect on our growth strategy and our business, financial condition, results of operations and prospects. • Our efforts to launch new products or services may not be successful. • The COVID-19 pandemic, and any future outbreaks or other public health emergencies, could materially affect our business, liquidity, financial condition and operating results.
Risks Related to Doing Business in China • We could be adversely affected by political tensions between the U.S. and the PRC. • Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial conditions and results of operations and may result in our inability to sustain our growth and expansion strategies. • There are uncertainties regarding the PRC legal system. • Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact GigaCloud Group’s existing and future operations in Hong Kong. • Recent litigation and negative publicity surrounding companies listed in the U.S. with operations in the PRC may result in increased regulatory scrutiny of us and negatively impact the trading price of our Class A ordinary shares. • We are a holding company and we conduct our operations through our principal subsidiaries.
Our corporate structure and operations in Hong Kong and mainland China involve liquidity risks to investors as our ability to make loans or additional capital contributions to our PRC Subsidiaries and Hong Kong Subsidiary may be restricted.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” • Governmental control of currency conversion may limit our ability to utilize our revenues, transfer or distribute cash within our group effectively and affect the value of your investment.
Risks Related to Our Class A Ordinary Shares • An active, liquid and orderly market for our Class A ordinary shares may not develop, and you may not be able to resell the shares at or above the purchase price. • The trading price of our Class A ordinary shares could be highly volatile, and purchasers of our Class A ordinary shares could incur substantial losses. • The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members. • Our Class A ordinary shares may be prohibited from trading in the U.S. under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect or investigate auditors located in China completely.
Our 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.
GigaCloud Marketplace is one of the fastest growing large parcel B2B marketplaces with over $1,341.4 million, $794.4 million and $518.2 million of GMV transacted in our marketplace in 2024, 2023 and 2022, respectively.
In 2023, we completed the acquisition of Noble House, a leading B2B distributor of indoor and outdoor home furnishings, for an aggregate consideration of approximately $77.6 million, and the acquisition of Wondersign, a cloud-based interactive digital signage and e-catalog management SaaS company, for an aggregate purchase price of approximately $10.0 million.
We built the GigaCloud Marketplace to democratize access and distribution globally so that manufacturers, who are typically sellers in our marketplace, and online resellers, who are typically buyers in our marketplace, can transact without borders.
Manufacturers view our marketplace as an essential sales channel to thousands of online resellers in the U.S., Asia and Europe.
Additionally, online resellers may lack the resources and infrastructure to manage a global supply chain and support international distribution.
Our integrated ecommerce solutions allow online resellers to offer products and services comparable to those offered by large ecommerce platforms by giving them access to a large and growing catalog of products at wholesale prices, supported by industry-leading global fulfillment capabilities.
To enhance our marketplace experience, we sell our own products, or 1P products, through the GigaCloud Marketplace and to and through third-party ecommerce websites, such as Rakuten in Japan, and Amazon, Walmart, Home Depot, Overstock and Wayfair in the U.S. and OTTO in Germany.
These 1P revenues expand our market presence, reduce inventory and logistics risk for suppliers, create more products for buyers, drive volume-based cost efficiencies for sourcing products, provide us with proprietary data and increase the velocity of sales on our marketplace.
With the acquisition of Noble House, we further diversified the 1P product variety and offerings for our buyers. 1P revenues derived from the GigaCloud Marketplace and third-party ecommerce websites represented 69.8%, 71.7% and 71.3% of total revenues in 2024, 2023 and 2022, respectively.
We operate fulfillment centers in five countries in the U.S., Japan, the U.K., Germany and Canada, with the U.S. being our largest market.
As of December 31, 2024, we operated 35 large-scale fulfillment centers around the world totaling approximately 10.3 million square feet of storage space, covering 16 ports of destination globally with over 30,000 annual containers, and have an extensive shipping and trucking network via partnerships with major shipping, trucking and freight service providers.
As our marketplace grows, we accumulate user and product data to develop analytical and predicative tools such as product sales forecasts.
The financial impact from the acquisitions of Noble House and Wondersign has been reflected in our condensed consolidated financial results since the completion of the acquisitions in the fourth quarter of 2023.
In the second quarter of 2024, we introduced Noble House-related SKUs to our GigaCloud Marketplace, which contributed to a one-time uplift in our operating metrics.
The operating impact from these acquisitions has been reflected in the operating metrics in our GigaCloud Marketplace since April 1, 2024.
The following tables set forth our key financial and operating metrics for the periods indicated: Year ended December 31, 2024 2023 2022 Key Financial Statement Metrics: (In thousands, except for per share data) Total revenues $ 1,161,042 $ 703,831 $ 490,071 Gross profit 285,236 188,633 83,114 Operating income 130,622 110,078 35,023 Net income 125,808 94,108 23,972 Net income per ordinary share —Basic $ 3.06 $ 2.31 $ 0.60 —Diluted $ 3.05 $ 2.30 $ 0.60 Year ended December 31, 2024 2023 2022 Non-GAAP Financial Metrics (1) : (In thousands, except for per share data) Adjusted EBITDA $ 156,942 $ 118,307 $ 41,842 Adjusted EPS – diluted $ 3.81 $ 2.89 $ 1.33 _____________________ (1) See “Item 7.
Below is a summary of our key financial and operating metrics for the periods indicated: Year ended December 31, Key Operating Metrics: 2024 2023 2022 GigaCloud Marketplace GMV (in $ thousands) $ 1,341,385 $ 794,433 $ 518,218 Active 3P sellers 1,111 815 560 3P seller GigaCloud Marketplace GMV(in $ thousands) $ 693,888 $ 426,347 $ 257,721 Active buyers 9,306 5,010 4,156 Spend per active buyer (in $) $ 144,142 $ 158,569 $ 124,692 We generate revenues primarily through three revenue streams: • GigaCloud 3P : generates service revenues, including platform commission, ocean transportation service, warehousing service, last-mile delivery service, packaging service, drayage service and others, by facilitating transactions between sellers and buyers in our marketplace. • GigaCloud 1P : generates product revenues through the sale of our inventory in our marketplace. • Off-platform Ecommerce : generates product revenues through the sale of our inventory to and through third-party ecommerce websites.
GigaCloud 3P Through GigaCloud 3P, we derive service revenues through the various activities of sellers and buyers in our GigaCloud Marketplace, which result in revenues from platform commission, ocean transportation service, warehousing service, last-mile delivery service, packaging service, drayage service and others.
We charge the sellers storage fees based on the number of days and the size of the products that are stored in our fulfillment centers, and we charge buyers a flat fee for last-mile delivery services for delivery of products to end customers directly from our fulfillment centers, which varies by the weight of the products.
We also charge packaging fees in connection with merchandise that we pack and ship.
From time to time in 2024, 2023 and 2022, when we had excess fulfillment capacity, we utilized such excess fulfillment capacity and our extensive logistics network to offer third-party logistics services to customers to help fulfill their large parcel transportation needs.
Off-platform Ecommerce In addition to facilitating transactions in our GigaCloud Marketplace, we also procure highly rated products directly from manufacturers and sell them directly to and through third-party ecommerce websites such as Wayfair, Walmart, Home Depot, Amazon, Target and Overstock, or to individual customers through third-party ecommerce websites such as Rakuten, Amazon and OTTO.
Sellers and Buyers In 2024, 2023 and 2022, GigaCloud Marketplace had 1,111, 815 and 560 active 3P sellers, respectively, and 9,306, 5,010 and 4,156 active buyers, respectively.
The buyers in our marketplace are typically resellers operating in the U.S., Asia and Europe who procure large parcel merchandise to resell to end customers.
Our Value Proposition to Sellers We lower the barriers to entry for sellers in our marketplace so that they are able to quickly gain access to the key global markets in which we operate, including the U.S., the U.K., Germany, Japan and Canada.
In April 2024, we launched a new service, “Branding-as-a-Service” or “BaaS”, which selects and allows sellers in the our GigaCloud Marketplace to sell products under one of the leading American furniture brands, Christopher Knight Home.
Sellers, who are typically furniture suppliers or manufacturers, will be able to sell and distribute the approved product SKUs under the brand for a designated fee.
We also provide buyers the option to pre-sell products through their own channels before placing an order in GigaCloud Marketplace.
As of December 31, 2024, we had four key operating centers in California, Georgia, New Jersey and Texas, covering 25 fulfillment centers and seven ports of destination in the U.S., totaling approximately 9.2 million square feet.
Outside the U.S., we have two fulfillment centers and two ports of destination in the U.K., four fulfillment centers and four ports of destination in Germany, three fulfillment centers and one port of destination in Japan, and one fulfillment center and two port of destination in Canada, all together totaling over 1.1 million square feet.
Transportation Network We engage our extensive shipping network consisting of major ocean transportation providers covering 16 ports of destination globally with over 30,000 annual containers, and a trucking network in partnership with major trucking and freight service providers.
Sourcing Network We have 176 employees in mainland China, Vietnam and Malaysia who source products from manufacturers throughout Asia.

and 185 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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