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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 18, 2025
Date of Report (date of earliest event reported)
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GigaCloud Technology Inc
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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001-41454
(Commission File Number)
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00-0000000
(I.R.S. Employer Identification Number)
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4388 Shirley Ave
El Monte, CA 91731
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(Address of principal executive offices and zip code) |
(626) 912-8886 |
(Registrant's telephone number, including area code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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| Emerging growth company |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2025, Mrs. Lorri Kelley provided notice of her resignation to the board of directors (the “Board”) of GigaCloud Technology Inc (the “Company” or “GigaCloud”), effective August 16, 2025. Mrs. Kelly served as the Chair to the Nominating and Corporate Governance Committee (the “Nominating & Corporate Governance Committee”) of the Board, as well as member to the Audit Committee and member to the Compensation Committee. Mrs. Kelley will remain as an advisor until September 30, 2025 to assist with the transition of her responsibilities. Mrs. Kelley resigned voluntarily, and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, practices or policies. The Board is grateful to Mrs. Kelley for her service and contributions to the Company.
As a result of Mrs. Kelley’s resignation, on August 13, 2025, in accordance with the recommendation of the Nominating & Corporate Governance Committee of the Board, the Board approved and elected Mr. Kenneth E Lebensburger Jr., Kerry, as a director to fill the vacancy on the Board, effective as of August 17, 2025. The Board’s total number of directors remains at five. The Board has determined that Mr. Lebensburger is an independent director as defined in Nasdaq Listing Rule 5605(a)(2). Mr. Lebensburger shall serve as the Chair of the Nominating & Corporate Governance Committee, and member to the Audit Committee and member to the Compensation Committee. Mr. Lebensburger shall receive compensation for his service on the Board and any of its committees in accordance with the Company’s non-employee director compensation program.
Mr. Lebensburger, 79, is a furniture industry veteran with over 50 years of experience. Mr. Lebensburger served a long tenure at Ashley Furniture for over 30 years until 2023, holding several key positions from Vice President of Sales, President of the Upholstery division, to President of Sales and Marketing. Mr. Lebensburger received his bachelor’s degree from Wharton School of Commerce, University of Pennsylvania in 1968 and his MBA from University of Cincinnati in 1969.
There is no family relationship between Mr. Lebensburger and any of the Company’s existing directors and officers. There are no arrangements or understandings between Mr. Lebensburger and any other persons pursuant to which Mr. Lebensburger was appointed the Company’s director. There has been no transaction, nor is there any currently proposed transaction, between Mr. Lebensburger and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The Company issued a press release on August 18, 2025 announcing the appointment of Mr. Lebensburger to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On August 13, 2025, the Board approved a new share repurchase program which authorized the repurchase of its Class A ordinary share up to $111.0 million, effective August 17, 2025 for three years. The previously authorized share repurchase program was terminated effective August 16, 2025.
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.
The Company issued a press release on August 18, 2025 announcing the approval of the new share repurchase program. A copy of this press release is furnished as Exhibit 99.2 to this report on Form 8-K and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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:
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| Exhibit No. |
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Description |
| 99.1 |
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| 99.2 |
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104 |
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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 18th day of August 2025.
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| GigaCloud Technology Inc |
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By: |
/s/ Larry Lei Wu |
Name: |
Larry Lei Wu |
Title: |
Chairman of the Board of Directors and
Chief Executive Officer |
EX-99.1
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exhibit991-pressrelease_ne.htm
EX-99.1
Document
Exhibit 99.1
GigaCloud Technology Inc Appoints Highly Respected Industry Veteran Kerry Lebensburger to Board of Directors
-- Lebensburger, Former Ashley Furniture President, Succeeds Retiring Director Lorri Kelley --
EL MONTE, Calif., August 18, 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 the appointment of industry leader Kerry Lebensburger to its Board of Directors (the “Board”), effective August 17, 2025, succeeding retiring member Lorri Kelley. GigaCloud’s Board membership remains at five.
Lebensburger brings decades of executive leadership experience as the former President of Ashley Furniture, one of the largest furniture companies in the U.S., where he served for nearly 30 years before retiring in 2023. During his tenure, Lebensburger advanced through senior leadership roles spanning sales, marketing, merchandising, product development, and business growth. He has also served on the boards of the American Home Furnishings Hall of Fame, The Home Furnishings Association, and the Las Vegas Home Furniture Association, and is the recipient of multiple industry honors. Lebensburger earned his undergraduate degree from The Wharton School of the University of Pennsylvania in 1968 and his MBA from the University of Cincinnati in 1969.
“I am thrilled to join GigaCloud’s board during this dynamic phase of growth. Having witnessed the Company’s incredible growth and its transformative impact on the industry—leveraging technology to delivering greater efficiency and agility across the supply chain,” said Lebensburger. “By redefining how businesses connect and transact, GigaCloud is not only advancing the industry but creating meaningful value for all participants. I look forward to contributing to its continued success.”
“GigaCloud has had a great relationship with Kerry over the years, and we are very excited to welcome his expertise and thought leadership as the newest member of our Board of Directors,” said Larry Wu, Founder, Chief Executive Officer, and Chairman. “His continued insight and broad-based furniture experience will be invaluable as we continue expanding our B2B Marketplace. On behalf of the Board, I also want to thank Lorri for her contributions and wish her the very best.”
Kelley notified the Company of her intention to retire from the Board on August 12, 2025, after two years of service. She will continue to serve as an advisor to support Lebensburger’s transition. Her retirement was not related to any dispute or disagreement with the Company or the Board, or on any matter relating to the Company’s operations, policies or practices.
“I have greatly enjoyed my time at GigaCloud, especially witnessing its significant growth,” said Kelley. “I believe the Company is well positioned to continue this momentum and strengthen its leadership in global B2B technology solutions.”
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/.
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 – ir@gigacloudtech.com
PondelWilkinson, Inc.
Laurie Berman (Investors) – lberman@pondel.com
George Medici (Media) – gmedici@pondel.com
EX-99.2
3
exhibit992newsharerepurcha.htm
EX-99.2
Document
Exhibit 99.2
GigaCloud Technology Inc Announces New $111 Million Share Repurchase Program
EL MONTE, Calif., August 18, 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—on the third anniversary of its IPO—that its Board of Directors has authorized a new share repurchase program to repurchase up to $111 million of its Class A ordinary shares over the next three years. The program goes into effect on August 17, 2025 while the previous program is terminated.
“We are very pleased to report that our share price has appreciated by 163% since our $41 million IPO in 2022 (as of August 15, 2025),” said Larry Wu, Founder, Chief Executive Officer and Chairman. “This performance reflects our strong execution and the market’s recognition of our strategy. Since going public, we have returned nearly $71 million to shareholders through buybacks. In addition to enhancing shareholder value, we view share repurchases as a strategic tool to help reduce excessive stock price volatility when necessary, as we have seen such volatility negatively impact our shareholders’ interests. We remain steadfast in our focus on enhancing long-term shareholder value.”
“The program is supported by our strong balance sheet, including zero debt and consistent positive operating cashflows,” said Erica Wei, Chief Financial Officer. “This disciplined approach allows us to return capital to shareholders while maintaining flexibility for strategic initiatives that support long-term growth.”
Under the share repurchase program, the Company may buy 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. The Company’s Board of Directors will review the share repurchase program periodically, and may modify, suspend or terminate the share repurchase program at any time. The Company plans to fund repurchases from its existing cash balance.
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/.
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 – ir@gigacloudtech.com
PondelWilkinson, Inc.
Laurie Berman (Investors) – lberman@pondel.com
George Medici (Media) – gmedici@pondel.com
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