10q10k10q10k.net

What changed in GigaCloud Technology Inc's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of GigaCloud Technology Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+386 added−482 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in GigaCloud Technology Inc's 2025 10-K

386 paragraphs added · 482 removed · 339 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

69 edited+6 added−9 removed77 unchanged
Biggest changeWe seek to protect our technology, in part, by requiring our employees, consultants, contractors and other third parties to execute confidentiality agreements and by implementing technological measures and other methods. We pursue the registration of our trademarks, including “GIGACLOUD TECHNOLOGY” and “大健云仓” and certain variations thereon, copyrights and domain names in the U.S., China and certain foreign jurisdictions.
Biggest changeWe pursue the registration of our trademarks, including “GIGACLOUD TECHNOLOGY” and certain variations thereon, copyrights and domain names in the U.S., China and certain foreign jurisdictions. We also acquired valuable intangible assets from the acquisitions of Noble House, Wonder and New Classic.
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.
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.
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.
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.
Risk Factors—Risks Related to Our Business and Industry—We are subject to stringent and changing laws, regulations and standards as well as contractual obligations related to data privacy, security and AI.
Risk Factors—Risks Related to Our Business and Industry—We are subject to stringent and changing laws, regulations and standards as well as contractual obligations related to data privacy, security and AI.
Risk Factors—Risks Related to Our Business and Industry—We are subject to stringent and changing laws, regulations and standards as well as contractual obligations related to data privacy, security and AI.
Risk Factors—Risks Related to Our Business and Industry—We are subject to stringent and changing laws, regulations and standards as well as contractual obligations related to data privacy, security and AI.
New legislation or regulations, the application of laws from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and ecommerce generally could result in significant additional taxes on our business.
New legislation or regulations, the application of laws from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and ecommerce generally could result in significant additional taxes on our business.
Our service layer drives our day-to-day operations, including key support systems such as: • our ERP Stock Management System , a system capable of gathering and processing orders and procurement and delivery management data to allow for real-time, dynamic stock management as well as technical support for the business development of ecommerce companies; • our Warehouse Management System , a warehouse management system with server-side management software and mobile scanning application, used in day-to-day inventory management operations including storage, receiving and shipping of bulky goods; • our Delivery Resource Plan System , a white glove order delivery system consolidating orders from various channels both domestically and abroad, and integrating with foreign logistics providers to provide a unified system in order to support our multiple logistics models such as drop shipping, door-to-door pickup, cloud delivery and Walmart-S2S, fulfilling the highest standards of overseas ecommerce logistics such as SFP and FBA Onsite; and • our Giga Bulk Merchandise Transportation System , a system for real-time, dynamic management of inventory through order management, returns management, transfer management and fleet distribution management. 13 Table of Contents Key features of our application layer include our B2B Inbound Supply Chain Management Module, B2B trading platform (GigaCloud Marketplace), multi-channel global order management module and GigaCloud’s B2B Peripheral System.
Our service layer drives our day-to-day operations, including key support systems such as: • our ERP Stock Management System , a system capable of gathering and processing orders and procurement and delivery management data to allow for real-time, dynamic stock management as well as technical support for the business development of ecommerce companies; • our Warehouse Management System , a warehouse management system with server-side management software and mobile scanning application, used in day-to-day inventory management operations including storage, receiving and shipping of bulky goods; • our Delivery Resource Plan System , a white glove order delivery system consolidating orders from various channels both domestically and abroad, and integrating with foreign logistics providers to provide a unified system in order to support our multiple logistics models such as drop shipping, door-to-door pickup, cloud delivery and Walmart-S2S, fulfilling the highest standards of overseas ecommerce logistics such as SFP and FBA Onsite; and • our Giga Bulk Merchandise Transportation System , a system for real-time, dynamic management of inventory through order management, returns management, transfer management and fleet distribution management. 11 Table of Contents Key features of our application layer include our B2B Inbound Supply Chain Management Module, B2B trading platform (GigaCloud Marketplace), multi-channel global order management module and GigaCloud’s B2B Peripheral System.
We initially provide eligible refunds to the buyer, then recover the amount refunded from the suppliers under our purchase agreements. Except for refund, we do not offer exchange or return policies due to the nature of the large parcel merchandise sold in our marketplace. Precision Software Platform and Technology Infrastructure We have an in-house team of over 320 IT personnel.
We initially provide eligible refunds to the buyer, then recover the amount refunded from the suppliers under our purchase agreements. Except for refunds, we do not offer exchange or return policies due to the nature of the large parcel merchandise sold in our marketplace. Precision Software Platform and Technology Infrastructure We have an in-house team of over 320 IT personnel.
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. We offer a truly comprehensive solution that transports products from manufacturers’ warehouses to end customers, all at one fixed price.
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. We offer a truly comprehensive solution that transports products from manufacturers’ warehouses to end customers, all at one fixed price.
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.
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.
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 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.
Our GigaCloud Marketplace enables manufacturers to deliver their products around the world. Additionally, online resellers may lack the resources and infrastructure to manage a global supply chain and support international distribution.
Our GigaCloud Marketplace enables manufacturers to deliver their products around the world. Additionally, resellers may lack the resources and infrastructure to manage a global supply chain and support international distribution.
For example, we require our customers to provide identification documents such as identification cards and business licenses to authenticate their identity and require them to enter a passcode for the electronics to prevent fraud.
For example, we require our customers to provide identification documents such as business licenses to authenticate their identity and require them to enter a passcode for the electronics to prevent fraud.
Sourcing Network We have 176 employees in mainland China, Vietnam and Malaysia who source products from manufacturers throughout Asia. This helps accelerate the supply in our GigaCloud Marketplace and attract buyers that lack the network and sourcing capabilities that we have to our marketplace. In addition, we buy inventory from these suppliers for our off-platform ecommerce.
Sourcing Network We have 187 employees in mainland China, Vietnam and Malaysia who source products from manufacturers throughout Asia. This helps accelerate the supply in our GigaCloud Marketplace and attract buyers that lack the network and sourcing capabilities that we have to our marketplace. In addition, we buy inventory from these suppliers for our off-platform ecommerce.
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.
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.
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.
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.
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.
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.
Payment We provide our customers with a number of payment options including bank transfers, 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.
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.
Off-platform ecommerce sales deepen our relationships with suppliers and provide us with proprietary data. Through off-platform ecommerce, we generate revenues from product sales to both end customers and third-party ecommerce websites. Segment For the purpose of internal reporting and management’s operation review, we do not segregate our business by revenue stream or geography.
Off-platform ecommerce sales deepen our relationships with suppliers and provide us with proprietary data. Through off-platform ecommerce, we generate revenues from product sales to both end customers and third-party ecommerce websites. 7 Table of Contents Segment For the purpose of internal reporting and management’s operation review, we do not segregate our business by revenue stream or geography.
Carrying out ecommerce business involves multiple technology capabilities, including but not limited to cloud computing, big data analytics, and artificial intelligence to create competitive advantages in business operations. Intellectual Property Our intellectual property, including any trademarks, copyrights, trade dress, trade secrets and technologies, is an important part of our business.
Carrying out ecommerce business involves multiple technology capabilities, including but not limited to cloud computing, big data analytics, and artificial intelligence to create competitive advantages in business operations. 13 Table of Contents Intellectual Property Our intellectual property, including any trademarks, copyrights, trade dress, trade secrets and technologies, is an important part of our business.
After the acquisition of Wondersign, we offer digital catalog services for suppliers and sellers to display their full range of products in the traditional brick-and-mortar stores to enhance the sales services.
After the acquisition of Wonder, we offer digital catalog services for suppliers and sellers to display their full range of products in the traditional brick-and-mortar stores to enhance the sales services.
Warranties and Refunds For 1P products procured and sold in the GigaCloud Marketplace, we provide 90-day to 2-years warranties. 12 Table of Contents For defective products sold in our GigaCloud Marketplace, our product managers determine refunds based on evidence provided by the buyers, such as pictures, screenshots and emails.
Warranties and Refunds For 1P products procured and sold in the GigaCloud Marketplace, we generally provide 90-day to 2-years warranties. 10 Table of Contents For defective products sold in our GigaCloud Marketplace, our product managers determine refunds based on evidence provided by the buyers, such as pictures, screenshots and emails.
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.
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.
We also gather talents from various departments to perform our research and development functions, including engineering, programming, data analytics, and product development personnel responsible for the design, development, and testing of our GigaCloud Marketplace. As of December 31, 2024, we had approximately 293 employees who contributed to our research and development functions.
We also gather talents from various departments to perform our research and development functions, including engineering, programming, data analytics, and product development personnel responsible for the design, development, and testing of our GigaCloud Marketplace. As of December 31, 2025, we had approximately 324 employees who contributed to our research and development functions.
As of December 31, 2024, we had more than 320 servers hosted in five Internet data centers in the U.S., mainland China, Hong Kong, Japan and Europe, which contribute significantly to the scale and reliability of our services.
As of December 31, 2025, we had more than 280 servers hosted in five Internet data centers in the U.S., mainland China, Hong Kong, Japan and Europe, which contribute significantly to the scale and reliability of our services.
As of December 31, 2024, we sourced merchandise from more than 1,500 suppliers for our GigaCloud 1P and off-platform ecommerce. 11 Table of Contents The chart below summarizes our sourcing network described above as of December 31, 2024: 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.
In 2025, we sourced merchandise from more than 500 suppliers for our GigaCloud 1P and off-platform ecommerce. 9 Table of Contents 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.
As of December 31, 2024, we also had a sales team consisting of 216 sales representatives in locations around the world who source products for our product sales as well as brought in resellers and manufacturers to our GigaCloud Marketplace.
As of December 31, 2025, we also had a sales team consisting of 245 sales representatives in locations around the world who source products for our product sales as well as brought in resellers and manufacturers to our GigaCloud Marketplace.
Customer Service and Support Our customer service team consisted of 75 customer service representatives based in China and the U.S. as of December 31, 2024. Our representatives are available seven days a week by phone, email and live chat.
Customer Service and Support Our customer service team consisted of 99 customer service representatives based in China and the U.S. as of December 31, 2025. Our representatives are available seven days a week by phone, email and live chat.
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.
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.
Our GigaCloud 1P and off-platform ecommerce business accelerate this virtuous cycle by adding sellers and buyers into our ecosystem. 9 Table of Contents 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.
Our GigaCloud 1P and off-platform ecommerce business accelerate this virtuous cycle by adding sellers and buyers into our ecosystem. 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.
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 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.
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.
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.
Our management has determined that our company has one operating segment. See Note 2, Segment Reporting, in the notes to the consolidated financial statements included elsewhere in this annual report. 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.
Our management has determined that our company has one operating segment. See Note 2, Segment Reporting, in the notes to the consolidated financial statements included elsewhere in this annual report. 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.
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.
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.
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.
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.
Penalties for certain breaches are up to the greater of €20 million/GBP 17.5 million or 4% of global turnover for the preceding financial year. We are also subject to evolving EU and U.K. privacy laws on cookies, tracking technologies and e-marketing.
Penalties for certain breaches are up to the greater of €20 million/GBP 17.5 million or 4% of global turnover for the preceding financial year. We are also subject to evolving EU and U.K. privacy laws on cookies, tracking technologies and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and similar tracking technologies.
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 7 Table of Contents 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.
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.
In the PRC, the PRC government has started to tighten the regulation of the storage, sharing, use, disclosure and protection of personal information and general data and outbound data transfer. The Cybersecurity Law became effective in June 2017 and requires network operators to follow the principles of legitimacy in collecting and using personal information.
In the PRC, the PRC government has started to tighten the regulation of the storage, sharing, use, disclosure, cross-border transfer and protection of personal information and important data. The Cybersecurity Law became effective in June 2017, which was amended in January 2026, requires network operators to follow the principles of legitimacy in collecting and using personal information.
Environmental Regulation Our operations are subject to various foreign, federal, state and local environmental, health and safety laws and regulations. Our failure to comply with current or future environmental, health or safety laws or to obtain and comply with permits required under such laws, could subject us to liability, damage our reputation and require costly investigative, remedial or corrective actions.
Our failure to comply with current or future environmental, health or safety laws or to obtain and comply with permits required under such laws, could subject us to liability, damage our reputation and require costly investigative, remedial or corrective actions.
We also acquired valuable intangible assets from the acquisitions of Noble House and Wondersign. We rely on the protection of laws regarding unregistered copyrights for our software and certain other content we create. We will continue to evaluate the merits of applying for copyright registrations in the future. For more information, see “Item 1A.
We rely on the protection of laws regarding unregistered copyrights for our software and certain other content we create. We will continue to evaluate the merits of applying for copyright registrations in the future. For more information, see “Item 1A.
We charge drayage service fees in connection with transportation of products from ports to warehouses at a flat fee.
We charge drayage service fees in connection with transportation of products from ports to warehouses at a flat fee. We charge packaging fees in connection with merchandise that we pack and ship.
We also offer an on-site service for U.S. sellers who have their own fulfillment centers to sell in our GigaCloud Marketplace by directly delivering products to end customers using our logistics and transportation network without the need to relocate inventory from their own fulfillment centers to our fulfillment centers.
Many of the sellers operating in our GigaCloud Marketplace were originally suppliers of our inventory that later joined the GigaCloud Marketplace as 3P sellers. 8 Table of Contents We also offer an on-site service for U.S. sellers who have their own fulfillment centers to sell in our GigaCloud Marketplace by directly delivering products to end customers using our logistics and transportation network without the need to relocate inventory from their own fulfillment centers to our fulfillment centers.
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.
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.
The Data Security Law became effective in September 2021, which provides a national data security review system, under which data processing activities that affect or may affect national security shall be reviewed.
The Data Security Law became effective in September 2021, which provides a national data security review system, under which data processing activities that affect or may affect national security shall be reviewed. Furthermore, the Personal Information Protection Law became effective in November 2021, which provides a comprehensive set of rules for personal information processing and protection.
We monitor the following key financial and operating metrics to evaluate the growth of our GigaCloud Marketplace, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.
More buyer activity leads to more sellers, creating a virtuous cycle. 5 Table of Contents We monitor the following key financial and operating metrics to evaluate the growth of our GigaCloud Marketplace, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.
With 35 large-scale fulfillment centers strategically positioned in key markets around the world, we have the capability to reach over 90% of customers in the lower 48 states in the U.S. within an average of three days of delivery time.
With 35 large-scale fulfillment centers strategically positioned in key markets around the world, we have the capability to reach over 90% of customers in the lower 48 states in the U.S. within an average of three days of delivery time. Our solution effectively minimizes inventory risk for buyers and allows them to reach customers across geographies at an affordable price.
We also charge packaging fees in connection with merchandise that we pack and ship. 8 Table of Contents 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.
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.
Additionally, our AI optimizes routing by organizing incoming orders and rebalancing inventory levels within our fulfillment network. Our software platform includes flexible trading tools with which sellers can set prices based on quantities, delivery dates and fulfillment methods, and buyers have the option to purchase merchandise individually or in bulk.
Our software platform includes flexible trading tools with which sellers can set prices based on quantities, delivery dates and fulfillment methods, and buyers have the option to purchase merchandise individually or in bulk. We leverage our proprietary data and AI to accelerate the network effects in our marketplace.
Our solution effectively minimizes inventory risk for buyers and allows them to reach customers across geographies at an affordable price. 10 Table of Contents We also provide buyers the option to pre-sell products through their own channels before placing an order in GigaCloud Marketplace. This significantly reduces buyers’ working capital needs and allows them to scale more efficiently.
We also provide buyers the option to pre-sell products through their own channels before placing an order in the GigaCloud Marketplace. This significantly reduces buyers’ working capital needs and allows them to scale more efficiently.
The GigaCloud Marketplace, our global B2B ecommerce platform, integrates everything from product discovery to payments to logistics tools into one easy-to-use platform. Sellers and buyers from our targeted markets around the world leverage our cross-border fulfillment network, which is optimized for large parcel products, in order to trade with each other while saving costs.
Sellers and buyers from our targeted markets around the world leverage our cross-border fulfillment network, which is optimized for large parcel products, in order to trade with each other while saving costs.
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.
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 leverage our proprietary data and AI to accelerate the network effects in our marketplace. As our marketplace grows, we accumulate user and product data to develop analytical and predicative tools such as product sales forecasts. This information is valuable to our sellers as it allows them to efficiently manage inventory and pricing.
As our marketplace grows, we accumulate user and product data to develop analytical and predictive tools such as product sales forecasts. This information is valuable to our sellers as it allows them to efficiently manage inventory and pricing. As sellers succeed in our marketplace, more sellers join, which expands our merchandise offerings.
Sellers in our marketplace are typically manufacturers based in Asia who utilize our supply chain capabilities to establish overseas sales channels without having to invest in their own logistics or fulfillment centers overseas. 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.
Sellers in our marketplace are typically manufacturers based in Asia who utilize our supply chain capabilities to establish overseas sales channels without having to invest in their own logistics or fulfillment centers overseas.
We also do not show the prices of products sold in our marketplace without users registering and logging onto the system to ensure that only registered sellers and buyers transact in a fair and secure marketplace.
We also do not show the prices of products sold in our marketplace without users registering and logging onto the system to ensure that only registered sellers and buyers transact in a fair and secure marketplace. 12 Table of Contents Product Quality and Safety In addition to purchasing product liability insurance for our 1P products, we have established a unified product inspection system for products sold in our 1P business to ensure product quality and safety.
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.
We have built a cross-border fulfillment network optimized for large parcel products. 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.
We may in the future incur expenditures relating to compliance and risk mitigation efforts, releases of hazardous materials, investigative, remedial or corrective actions, claims by third parties and other environmental issues, and such expenditures, individually or in the aggregate, could be significant. 17 Table of Contents Human Capital As of December 31, 2024, we had 1,561 full-time equivalent employees globally located in the United States, China, Japan, Germany, the United Kingdom, Vietnam and Malaysia.
We may in the future incur expenditures relating to compliance and risk mitigation efforts, releases of hazardous materials, investigative, remedial or corrective actions, claims by third parties and other environmental issues, and such expenditures, individually or in the aggregate, could be significant.
We offer virtual warehousing and multiple fulfillment solutions including cloud courier, cloud wholesale fulfillment, white glove and drop shipping solutions, so that buyers do not need to manage physical order fulfillment.
Our Value Proposition to Buyers Our marketplace offers one-stop-shop logistics solutions for a broad catalog of large parcel products sourced globally. We offer virtual warehousing and multiple fulfillment solutions including cloud courier, cloud wholesale fulfillment, white glove and drop shipping solutions, so that buyers do not need to manage physical order fulfillment.
GMV from GigaCloud 3P and GigaCloud 1P together make up our GigaCloud Marketplace GMV, and GMV from off-platform ecommerce and GigaCloud Marketplace GMV together make up our total GMV across the platforms. These three revenue streams complement each other to improve our value proposition to sellers and buyers in our GigaCloud Marketplace.
GMV from GigaCloud 3P and GigaCloud 1P together make up our GigaCloud Marketplace GMV, and GMV from off-platform ecommerce and GigaCloud Marketplace GMV together make up our total GMV across the platforms.
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 have built a cross-border fulfillment network optimized for large parcel products.
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.
Our platform provides multiple channels through which sellers can sell their products, enhancing their inventory turnover rate and increasing their profitability. Many of the sellers operating in our GigaCloud Marketplace were originally suppliers of our inventory that later joined the GigaCloud Marketplace as 3P sellers.
Our platform provides multiple channels through which sellers can sell their products, enhancing their inventory turnover rate and increasing their profitability.
Our inspection standards include packaging drop tests, box marking printing accuracy checks, product color checks, packaging and product dimensions, assembly, packaging details and packaging images. We also actively monitor the products listed in our GigaCloud Marketplace to proactively identify and remove suspicious listings or potentially counterfeit products.
We also actively monitor the products listed in our GigaCloud Marketplace to proactively identify and remove suspicious listings or potentially counterfeit products.
As sellers succeed in our marketplace, more sellers join, which expands our merchandise offerings. Our broad merchandise selection, competitive pricing and virtual warehousing capabilities encourage buyers to join and transact in our marketplace. More buyer activity leads to more sellers, creating a virtuous cycle.
Our broad merchandise selection, competitive pricing and virtual warehousing capabilities encourage buyers to join and transact in our marketplace.
Consent is tightly defined and includes a prohibition on pre-checked consents and a requirement to obtain separate consents for each type of cookie or similar technology. On November 16, 2022, the Digital Services Act, or the DSA, came into force in the EU. The majority of the substantive provisions of the DSA have taken effect on February 17, 2024.
On November 16, 2022, the Digital Services Act, or the DSA, came into force in the EU. The majority of the substantive provisions of the DSA have taken effect on February 17, 2024.
To protect our intellectual property and proprietary information, we rely on a combination of trademark, copyright and trade secret laws and regulations, as well as contractual 15 Table of Contents restrictions.
To protect our intellectual property and proprietary information, we rely on a combination of trademark, copyright and trade secret laws and regulations, as well as contractual restrictions. We seek to protect our technology, in part, by requiring our employees, consultants, contractors and other third parties to execute confidentiality agreements and by implementing technological measures and other methods.
We consider our relationship with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, and incentivizing our management team and our employees and consultants.
Human Capital As of December 31, 2025, we had 1,644 full-time equivalent employees globally located in the United States, China, Japan, Germany, the United Kingdom, Vietnam, Malaysia and Canada. We consider our relationship with our employees to be good. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, and incentivizing our management team and our employees and consultants.
Recent European court and regulator decisions are driving increased attention to cookies and similar tracking 16 Table of Contents technologies. In the EU and U.K., informed consent is required for the placement of certain cookies or similar tracking technologies on an individual’s device and for direct electronic marketing.
In the EU and U.K., informed consent is required for the placement of certain cookies or similar tracking technologies on an individual’s device and for direct electronic marketing. Consent is tightly defined and includes a prohibition on pre-checked consents and a requirement to obtain separate consents for each type of cookie or similar technology.
Further, we could be subject to fines or other payments for any past failures to comply with these requirements. The continued growth and demand for ecommerce are likely to result in more laws and regulations that impose additional compliance burdens on ecommerce companies.
Further, we could be subject to fines or other payments for any past failures to comply with these requirements.
By servicing the entire supply chain, we offer sellers and buyers in our marketplace enhanced visibility into product inventory, 6 Table of Contents reduced turnover time and decreased transaction costs.
By servicing the entire supply chain, we offer sellers and buyers in our marketplace enhanced visibility into product inventory, reduced turnover time and decreased transaction costs. On average, we are able to deliver products to end customers within one week of their order and at a fixed rate that is cheaper than standard rates from FedEx and UPS.
Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business or prospects.” In addition, jurisdictions vary as to how, and whether, existing laws governing areas such as personal privacy and data security, consumer protection or sales and other taxes, among other areas, apply to the Internet and ecommerce, and these laws are continually evolving.
Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business or prospects.” 14 Table of Contents International jurisdictions impose different, and sometimes more stringent, consumer and privacy protections.
Removed
On average, we are able to deliver products to end customers within one week of their order and at a fixed rate that is cheaper than standard rates from FedEx and UPS. We utilize artificial intelligence, or AI, software that generates seller ratings and credit profiles through volume data.
Added
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.
Removed
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.
Added
We utilize artificial intelligence, or AI, software that generates seller ratings and credit profiles through volume data. Additionally, our AI optimizes routing by organizing incoming orders and rebalancing inventory levels within our fulfillment network.
Removed
The operating impact from these acquisitions has been reflected in the operating metrics in our GigaCloud Marketplace since April 1, 2024.
Added
These three revenue streams complement each other to improve our value proposition to sellers and buyers in our GigaCloud Marketplace. 6 Table of Contents The GigaCloud Marketplace, our global B2B ecommerce platform, integrates everything from product discovery to payments to logistics tools into one easy-to-use platform.
Removed
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. Our Value Proposition to Buyers Our marketplace offers one-stop-shop logistics solutions for a broad catalog of large parcel products sourced globally.
Added
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.
Removed
Our customers can also use account balances in our GigaCloud Marketplace accumulated from deposits or prior refunds to make future purchases.
Added
We also have specific quality control standards and procedures for sellers under our BaaS program. Our inspection standards include packaging drop tests, box marking printing accuracy checks, product color checks, packaging and product dimensions, assembly, packaging details and packaging images.
Removed
Product Quality and Safety In addition to purchasing product liability insurance for our 1P products, we have established a unified product inspection system for products sold in our 1P business to ensure product quality and safety. We also have specific 14 Table of Contents quality control standards and procedures for sellers under our BaaS program.

… 4 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

138 edited+20 added−99 removed478 unchanged
Biggest changeWe may have to accommodate the demands and requirements from various third-party ecommerce platforms such as packing standards and the selection of specified shippers. Such demands and requirements may increase our costs or weaken our connection with our end customers.
Biggest changeSuch third-party ecommerce platforms have significant influence over how transactions take place on their ecommerce platforms, including how purchase orders are fulfilled by indicating to consumers the preferred express delivery companies for orders placed. We may have to accommodate the demands and requirements from various third-party ecommerce platforms such as packing standards and the selection of specified shippers.
We generate a significant portion of our revenues by offering global end-to-end B2B ecommerce solutions for large parcel merchandise via our GigaCloud Marketplace and by selling our own inventory through the GigaCloud Marketplace, to and through off-platform ecommerce websites such as Rakuten in Japan, and Amazon, Walmart, Home Depot, Overstock and Wayfair in the U.S. and OTTO in Germany.
We generate a significant portion of our revenues by offering global end-to-end B2B ecommerce solutions for large parcel merchandise via our GigaCloud Marketplace and by selling our own inventory through the GigaCloud Marketplace, to and through off-platform ecommerce websites such as Amazon, Walmart, Home Depot, Overstock and Wayfair in the U.S., Rakuten in Japan and OTTO in Germany.
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. Our international activities are significant to our revenues and profits, and we plan to further expand internationally. In certain international market segments, we have relatively little operating experience and may not benefit from any first-to-market advantages.
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. Our international activities are significant to our revenues and profits, and we plan to further expand internationally. In certain international market segments, we have relatively little operating experience and may not benefit from any first-to-market advantages.
These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our business, financial condition, results of operations and prospects.
These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our business, financial condition, results of operations and prospects.
If the PRC government were to extend its oversight into companies in Hong Kong, our Hong Kong Subsidiary may be subject to additional regulations which could have a material effect on our business operations. We launched our GigaCloud Marketplace under our Hong Kong Subsidiary, GigaCloud Technology (HongKong) Limited (formerly known as Giga Cloud Logistics (Hong Kong) Limited), in 2019.
If the PRC government were to extend its oversight into companies in Hong Kong, our Hong Kong Subsidiary may be subject to additional regulations which could have a material effect on our business operations. We launched our GigaCloud Marketplace under GigaCloud Technology (HongKong) Limited (formerly known as Giga Cloud Logistics (Hong Kong) Limited), our Hong Kong Subsidiary, in 2019.
Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Revenue generated and expenses incurred from our international operations are often denominated in the currencies of the local countries, including Japanese yen and Euro. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and operating results reflected in our U.S. dollar-denominated financial statements.
Revenue generated and expenses incurred from our international operations are often denominated in the currencies of the local countries, including the Japanese Yen and the Euro. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and operating results reflected in our U.S. dollar-denominated financial statements.
The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.
The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of register of members of these companies.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of register of members of these companies.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than our company, and (ii) the courts of the Cayman Islands shall be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of our company; • any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to our company or our shareholders; 56 Table of Contents • any action asserting a claim under any provision of the Companies Act of the Cayman Islands or our memorandum and articles of association; or • any action asserting a claim against our company which if brought in the U.S. would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the U.S.).
District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than our company, and (ii) the courts of the Cayman Islands shall be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of our company; • any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to our company or our shareholders; • any action asserting a claim under any provision of the Companies Act of the Cayman Islands or our memorandum and articles of association; or 51 Table of Contents • any action asserting a claim against our company which if brought in the U.S. would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the U.S.).
Risk Factors” section and many others, including: • regulatory developments in the U.S., the PRC and foreign countries; • innovations or new products or solution offerings developed by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; • supply or distribution delays or shortages; • any changes to our relationships with any third-party ecommerce platforms, sellers and buyers or other strategic partners; • achievement of expected product sales and profitability; • variations in our financial results or those of companies that are perceived to be similar to us; • market conditions in the large parcel merchandise and ecommerce solutions market and issuance of securities analysts’ reports or recommendations; • trading volume of our Class A ordinary shares; • an inability to obtain additional funding; • sales of our securities by insiders and shareholders; • general economic, industry and market conditions and other events or factors, many of which are beyond our control; • additions or departures of key personnel; • the impact of the COVID-19 pandemic or other pandemics or epidemics; • reputational damage by short-seller reports; and • intellectual property, product liability or other litigation against us.
Risk Factors” section and many others, including: • regulatory developments in the U.S., the PRC and foreign countries; • innovations or new products or solution offerings developed by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; • supply or distribution delays or shortages; • any changes to our relationships with any third-party ecommerce platforms, sellers and buyers or other strategic partners; • achievement of expected product sales and profitability; • variations in our financial results or those of companies that are perceived to be similar to us; • market conditions in the large parcel merchandise and ecommerce solutions market and issuance of securities analysts’ reports or recommendations; • trading volume of our Class A ordinary shares; • an inability to obtain additional funding; • sales of our securities by insiders and shareholders; • general economic, industry and market conditions and other events or factors, many of which are beyond our control; • additions or departures of key personnel; • the impact of any pandemics or epidemics; • reputational damage by short-seller reports; and • intellectual property, product liability or other litigation against us.
We cannot provide any assurances that we will assist our investors in determining whether any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any such investor is treated as a United States shareholder with respect to any such controlled foreign corporation.
We cannot provide any assurances that we will assist our investors in determining whether our company or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any such investor is treated as a United States shareholder with respect to any such controlled foreign corporation.
As a result of all of the above, our public shareholders may have more difficulties in protecting their interests in the face of actions taken by management or members of our board of directors than they would as public shareholders of a company incorporated in the U.S. 55 Table of Contents If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely consolidated financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Class A ordinary shares may decline.
As a result of all of the above, our public shareholders may have more difficulties in protecting their interests in the face of actions taken by management or members of our board of directors than they would as public shareholders of a company incorporated in the U.S. 50 Table of Contents If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely consolidated financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Class A ordinary shares may decline.
This concentrated control will limit investors’ ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial. 57 Table of Contents Our dual-class voting structure may render our Class A ordinary shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A ordinary shares.
This concentrated control will limit investors’ ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial. 52 Table of Contents Our dual-class voting structure may render our Class A ordinary shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A ordinary shares.
In addition, our international sales and operations are subject to a number of risks, including: • local economic, inflation and political conditions; • government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs); nationalization; and restrictions on foreign ownership; • restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights; • business licensing or certification requirements; • limitations on the repatriation and investment of funds and foreign currency exchange restrictions; • limited fulfillment and technology infrastructure; • impact of the COVID-19 pandemic, or other pandemics or epidemics, on our business operations and the global economy; • shorter payable and longer inventory and receivable cycles and the resultant negative impact on cash flow; • laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, advertising, and restrictions on pricing or discounts; • lower levels of use of the Internet; • lower levels of consumer spending and fewer opportunities for growth in the markets where we operate; • difficulty in staffing, developing and managing global operations as a result of distance, language and cultural differences; • different employee/employer relationships and the existence of works councils and labor unions; • differing labor regulations where labor laws may be more advantageous to employees as compared to the U.S. and the other jurisdictions we operate in; • compliance with the U.S.
In addition, our international sales and operations are subject to a number of risks, including: • local economic, inflation and political conditions; • government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs); nationalization; and restrictions on foreign ownership; • uncertainties in the legal system in different jurisdictions; • restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights; • business licensing or certification requirements; • limitations on the repatriation and investment of funds and foreign currency exchange restrictions; • limited fulfillment and technology infrastructure; • impact of any pandemics or epidemics on our business operations and the global economy; • shorter payable and longer inventory and receivable cycles and the resultant negative impact on cash flow; • laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, advertising, and restrictions on pricing or discounts; • lower levels of use of the Internet; • lower levels of consumer spending and fewer opportunities for growth in the markets where we operate; • difficulty in staffing, developing and managing global operations as a result of distance, language and cultural differences; • different employee/employer relationships and the existence of works councils and labor unions; • differing labor regulations where labor laws may be more advantageous to employees as compared to the U.S. and the other jurisdictions we operate in; • compliance with the U.S.
Due to our operations in the PRC, any similar scrutiny of us, regardless of its lack of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumors, decreases and volatility in the trading price of our Class A ordinary shares, and increased director and officer insurance premiums, and could have a material adverse effect upon our business, results of operations and financial condition.
Due to our operating subsidiaries in the PRC, any similar scrutiny of us, regardless of its lack of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumors, decreases and volatility in the trading price of our Class A ordinary shares, and increased director and officer insurance premiums, and could have a material adverse effect upon our business, results of operations and financial condition.
Competition presents an ongoing threat to the success of our business. Our business is rapidly evolving and intensely competitive, and we have many competitors in different industries. Our competition includes third-party logistics service providers, furniture stores, big box retailers, and online ecommerce platforms and marketplaces in the U.S., Asia and Europe.
Competition presents an ongoing threat to the success of our business. Our business is rapidly evolving and intensely competitive, and we have many competitors in different industries. Our competition includes third-party logistics service providers, furniture stores, big box retailers, and online ecommerce platforms and marketplaces in the U.S., Europe and Japan.
We adopted the 2008 share incentive plan in 2008, together with the amendments thereto, the “2008 Plan,” for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. As of December 31, 2024, all awards granted under the 2008 Plan were exercised and settled.
We adopted the 2008 share incentive plan in 2008, together with the amendments thereto, the “2008 Plan,” for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. As of December 31, 2025, all awards granted under the 2008 Plan were exercised and settled.
If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to our Hong Kong Subsidiary in the future, and to the extent cash is generated in our Hong Kong Subsidiary, and to the extent assets (other than cash) in our 46 Table of Contents business are located in Hong Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, such funds or assets may not be available due to the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer funds or assets by the PRC law.
If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to our Hong Kong Subsidiary in the future, and to the extent cash is generated in our Hong Kong Subsidiary, and to the extent assets (other than cash) in our business are located in Hong Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, such funds or assets may not be available due to the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer funds or assets by the PRC law.
The HFCAA provides that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been able to be subject to inspection 51 Table of Contents by the PCAOB, the issuer shall be identified as a “Commission-identified Issuer,” and upon two consecutive years of non-inspection under the HFCAA, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over the counter trading market in the U.S.
The HFCAA provides that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been able to be subject to inspection by the PCAOB, the issuer shall be identified as a “Commission-identified Issuer,” and upon two consecutive years of non-inspection under the HFCAA, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over the counter trading market in the U.S.
Our PRC Subsidiaries perform cost functions and internal operational functions, but our PRC Subsidiaries do not generate revenue in mainland China, except for the revenue generated from inter-group related party transactions. Accordingly, the laws and regulations of the PRC have an impact on the operational and procurement aspects of our business.
Our operating subsidiaries in mainland China, or our PRC Subsidiaries, perform cost functions and internal operational functions, but our PRC Subsidiaries do not generate revenue in mainland China, except for the revenue generated from inter-group related party transactions. Accordingly, the laws and regulations of the PRC have an impact on the operational and procurement aspects of our business.
Based on the manner in which we currently operate our business, the current and expected composition of our income and assets and the expected value of our assets (including the value of our goodwill), we believe we were not a PFIC for our taxable year ended December 31, 2024, and we do not expect to be a PFIC for our current taxable year.
Based on the manner in which we currently operate our business, the current and expected composition of our income and assets and the expected value of our assets (including the value of our goodwill), we believe we were not a PFIC for our taxable year ended December 31, 2025, and we do not expect to be a PFIC for our current taxable year.
We are authorized to grant options, share appreciation rights, dividend equivalent rights, restricted shares, restricted share units or other rights or benefits under the 2017 Plan. 33 Table of Contents We account for compensation costs for all share options using a fair value-based method and recognize expenses in our consolidated statements of comprehensive income in accordance with U.S. generally accepted accounting principles, or U.S.
We are authorized to grant options, share appreciation rights, dividend equivalent rights, restricted shares, restricted share units or other rights or benefits under the 2017 Plan. We account for compensation costs for all share options using a fair value-based method and recognize expenses in our consolidated statements of comprehensive income in accordance with U.S. generally accepted accounting principles, or U.S.
Although Circular 82 and Bulletin 45 only apply to offshore enterprises controlled by PRC 43 Table of Contents enterprises or PRC enterprise groups, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 and Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or PRC or foreign individuals.
Although Circular 82 and Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 and Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or PRC or foreign individuals.
The difficulties of combining acquired operations include, among other things: • implementing integration process and management systems to ensure management philosophies, group-wide strategies and evaluation benchmarks can be effectively carried out; • retaining new managerial and operational teams and customers and suppliers of acquired businesses; • consolidating corporate technological and administrative functions; • integrating internal control and other corporate governance matters; 19 Table of Contents • diverting management’s attention from other business concerns; • employee fatigue resulting from implementation efforts that could negatively impact our ability to hire or retain key personnel; • costs to defend claims against Noble House that we do not owe, but could be required to pay in order to defend and preserve our rights; • unexpected economic, political, or regulatory risks; or • any other unforeseen costs, expenses, losses, disruptions, delays, or negative impacts.
The difficulties of combining acquired operations include, among other things: • implementing integration process and management systems to ensure management philosophies, group-wide strategies and evaluation benchmarks can be effectively carried out; • retaining new managerial and operational teams and customers and suppliers of acquired businesses; • consolidating corporate technological and administrative functions; • integrating internal control and other corporate governance matters; • diverting management’s attention from other business concerns; • employee fatigue resulting from implementation efforts that could negatively impact our ability to hire or retain key personnel; • costs to defend claims against the targets that we do not owe, but could be required to pay in order to defend and preserve our rights; • unexpected economic, political, or regulatory risks; or • any other unforeseen costs, expenses, losses, disruptions, delays, or negative impacts.
We rely on a combination of trademark, copyright and trade secret protection laws in the U.S., the PRC and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights.
We rely on a combination of trademark, copyright and trade secret protection laws in the U.S., the European Union, the PRC and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights.
In March 2017, our shareholders and board of directors approved and adopted the 2017 share incentive plan, together with the amendments thereto, the “2017 Plan.” As of December 31, 2024, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2017 Plan was 7,996,565 ordinary shares, subject to an annual increase on the first day of each fiscal year beginning January 1, 2023 and ending on and including January 1, 2027 according to a formula set forth in the 2017 Plan.
In March 2017, our shareholders and board of directors approved and adopted the 2017 share incentive plan, together with the amendments thereto, the “2017 Plan.” As of December 31, 2025, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2017 Plan was 7,996,565 ordinary shares, subject to any annual increase on the first day of each fiscal year beginning January 1, 2023 and ending on and including January 1, 2027 according to a formula set forth in the 2017 Plan.
Federal Income Tax Considerations”) held ordinary shares, the United 54 Table of Contents States Holder generally would be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and additional reporting requirements. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Taxation—Material U.S.
Federal Income Tax Considerations”) held ordinary shares, the United States Holder generally would be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and additional reporting requirements. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Taxation—Material U.S.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. Real or perceived errors, failures or bugs in our services, software or technology could adversely affect our business, financial condition and results of operations.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. 25 Table of Contents Real or perceived errors, failures or bugs in our services, software or technology could adversely affect our business, financial condition and results of operations.
Case law from the Court of Justice of the European Union, or the CJEU, states that reliance on the standard contractual clauses - a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism - alone may not 37 Table of Contents necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis.
Case law from the Court of Justice of the European Union, or the CJEU, states that reliance on the standard contractual clauses – a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism – alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis.
If we are subject to penalties, late fees or fines in relation to any underpaid employee benefits, our financial condition and results of operations may be adversely affected. Our leasehold interests in leased properties have not been registered with the relevant PRC governmental authorities as required by relevant PRC laws.
If we are subject to penalties, late fees or fines in relation to any underpaid employee benefits, our financial condition and results of operations may be adversely affected. 42 Table of Contents Our leasehold interests in leased properties have not been registered with the relevant PRC governmental authorities as required by relevant PRC laws.
The SAFE Circular 37 further requires amendment to the SAFE registrations in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore special purpose vehicle, such as increase 45 Table of Contents or decrease of capital contribution, share transfer or exchange, or mergers or divisions.
The SAFE Circular 37 further requires amendment to the SAFE registrations in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore special purpose vehicle, such as increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions.
These factors include: • the consumption power and disposable income of ecommerce consumers, as well as changes in demographics and consumer tastes and preferences; • the availability, reliability and security of ecommerce platforms; • the selection, price and popularity of products offered on ecommerce platforms; • 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; • the development of fulfillment, payment and other ancillary services associated with ecommerce; and • changes in laws and regulations, as well as government policies, that govern the ecommerce industry in the U.S.
These factors include: • the consumption power and disposable income of ecommerce consumers, as well as changes in demographics and consumer tastes and preferences; • the availability, reliability and security of ecommerce platforms; • the selection, price and popularity of products offered on ecommerce platforms; • the impact of any pandemics or epidemics to our business operations and the economy in the U.S. and elsewhere generally; • the development of fulfillment, payment and other ancillary services associated with ecommerce; and • changes in laws and regulations, as well as government policies, that govern the ecommerce industry in the U.S.
We may not be successful in optimizing our fulfillment centers and fulfillment network. As of December 31, 2024, we had 35 large scale fulfillment centers spreading across the U.S., Japan, the U.K., Germany and Canada.
We may not be successful in optimizing our fulfillment centers and fulfillment network. As of December 31, 2025, we had 35 large scale fulfillment centers spreading across the U.S., Japan, the U.K., Germany and Canada.
Our business and growth are therefore highly dependent on the viability and prospects of the ecommerce industry, particularly for the large parcel merchandise market. 18 Table of Contents Any uncertainties relating to the growth, profitability and regulatory regime of the ecommerce industry for large parcel merchandise in the U.S. and other jurisdictions in which we operate could have a significant impact on us.
Our business and growth are therefore highly dependent on the viability and prospects of the ecommerce industry, particularly for the large parcel merchandise market. Any uncertainties relating to the growth, profitability and regulatory regime of the ecommerce industry for large parcel merchandise in the U.S. and other jurisdictions in which we operate could have a significant impact on us.
If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our Class A ordinary shares could decrease, which could cause the price or trading volume of our Class A ordinary shares to decline. Fluctuations in currency exchange rates could harm our operating results and financial condition.
If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our Class A ordinary shares could decrease, which could cause the price or trading volume of our Class A ordinary shares to decline. 48 Table of Contents Fluctuations in currency exchange rates could harm our operating results and financial condition.
Any slowdown, interruption or performance failure of our marketplace and the underlying technology and logistics infrastructure could harm our business, reputation and our ability to acquire, retain and serve our customers, which could materially and adversely affect our results of operations. 20 Table of Contents Our international operations are subject to a variety of legal, regulatory, political and economic risks.
Any slowdown, interruption or performance failure of our marketplace and the underlying technology and logistics infrastructure could harm our business, reputation and our ability to acquire, retain and serve our customers, which could materially and adversely affect our results of operations. Our international operations are subject to a variety of legal, regulatory, political and economic risks.
In August 2021, the Standing Committee of the NPC promulgated the PRC Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.
In August 2021, the Standing Committee of the NPC promulgated the PRC Personal Information Protection Law, which integrates the scattered rules with respect to personal information protection and took effect on November 1, 2021.
In addition, unfavorable changes in politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and spending, which could in turn negatively impact our growth and profitability. Our historical growth rates and performance may not be sustainable or indicative of our future growth and financial results.
In addition, unfavorable changes in politics, including military conflicts, tariffs, trade wars, political turmoil and social instability, may also adversely affect consumer confidence and spending, which could in turn negatively impact our growth and profitability. Our historical growth rates and performance may not be sustainable or indicative of our future growth and financial results.
The conflict is ongoing, and should it escalate or expand, it could result in delays, increased shipping and freight costs, and potential disruptions to the arrival of our products. We are also subject to risks of breakage or other damage during delivery by any of these third parties.
The conflict is ongoing, and should it escalate or expand, it could result in delays, increased shipping and freight costs, and potential disruptions to the arrival of our products. 22 Table of Contents We are also subject to risks of breakage or other damage during delivery by any of these third parties.
In addition, over the long term, if we are unable to establish name recognition based on our trademarks, then our marketing abilities may be materially and adversely impacted. We may be accused of infringing, misappropriating or otherwise violating the intellectual property rights of third parties.
In addition, over the long term, if we are unable to establish name recognition based on our trademarks, then our marketing abilities may be materially and adversely impacted. 29 Table of Contents We may be accused of infringing, misappropriating or otherwise violating the intellectual property rights of third parties.
Our failure or the failure of third-party service providers on which we rely to protect our marketplace, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and substantially harm our business and operating results. 25 Table of Contents We have access to confidential information in our day-to-day operations.
Our failure or the failure of third-party service providers on which we rely to protect our marketplace, networks and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and substantially harm our business and operating results. We have access to confidential information in our day-to-day operations.
For example, we rely on third-party national, regional and local trucking and freight service companies to deliver our large parcel merchandise. As a result, we may be subject to shipping delays or disruptions caused by inclement weather, natural disasters, system interruptions and 23 Table of Contents technology failures, political instability, military conflicts, labor activism, health epidemics or bioterrorism.
For example, we rely on third-party national, regional and local trucking and freight service companies to deliver our large parcel merchandise. As a result, we may be subject to shipping delays or disruptions caused by inclement weather, natural disasters, system interruptions and technology failures, political instability, military conflicts, labor activism, health epidemics or bioterrorism.
Our revenues depend on the number of sellers and buyers who trade in our marketplace and the amount of GMV we can handle. Unavailability of our marketplace or our logistics algorithm would reduce the volume of GMV in our business operations. We may experience periodic system interruptions from time to time.
Our revenues depend on the number of sellers and buyers who trade in our marketplace and the amount of GMV we can handle. Unavailability of our marketplace or our logistics algorithm would reduce the volume of GMV in our business operations. 18 Table of Contents We may experience periodic system interruptions from time to time.
Federal Income Tax Considerations—Passive Foreign Investment Company.” If a United States person is treated as owning at least 10% of our ordinary shares, such holder could be subject to adverse U.S. federal income tax consequences.
Federal Income Tax Considerations—Passive Foreign Investment Company.” 49 Table of Contents If a United States person is treated as owning at least 10% of our ordinary shares, such holder could be subject to adverse U.S. federal income tax consequences.
Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties; • laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans and taxes; and • geopolitical events, including pandemic, war and terrorism.
Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties; 19 Table of Contents • laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans and taxes; and • geopolitical events, including pandemic, war and terrorism.
Further, a cybersecurity 26 Table of Contents incident could require us to expend substantial additional resources relating to the security of our information systems and to provide required breach notifications to affected parties, diverting resources from other projects and disrupting our businesses.
Further, a cybersecurity incident could require us to expend substantial additional resources relating to the security of our information systems and to provide required breach notifications to affected parties, diverting resources from other projects and disrupting our businesses.
If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such rights, we may not be able to use these trademarks to develop brand recognition of our technologies, 30 Table of Contents products or services.
If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such rights, we may not be able to use these trademarks to develop brand recognition of our technologies, products or services.
Our auditor is located in China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations completely without the approval of the Chinese authorities prior to 2022. The HFCAA was enacted on December 18, 2020.
Our auditor is located in China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations completely without the approval of the Chinese authorities prior to 2022. 46 Table of Contents The HFCAA was enacted on December 18, 2020.
We therefore may not possess ownership rights in all intellectual property rights that we regard as our own or that are necessary for the conduct of our business. Intellectual property protection may not be sufficient in the regions in which we operate.
We therefore may not possess ownership rights in all intellectual property rights that we regard as our own or that are necessary for the conduct of our business. 28 Table of Contents Intellectual property protection may not be sufficient in the regions in which we operate.
You are advised, however, to consult any further disclosure we make in our reports filed with the SEC. Risks Related to Our Business and Industry Uncertainties in economic conditions and their impact on the ecommerce industry, particularly for large parcel merchandise, could adversely impact our operating results.
You are advised, however, to consult any further disclosure we make in our reports filed with the SEC. 16 Table of Contents Risks Related to Our Business and Industry Uncertainties in economic conditions and their impact on the ecommerce industry, particularly for large parcel merchandise, could adversely impact our operating results.
As a result, our sellers and buyers may not be effectively motivated to sell or order more products or maintain relationships with us. Even if we are able to maintain our relationships with sellers and buyers and attract more sellers and buyers to our marketplace, we are subject to various risks in connection with third-party merchants.
As a result, our sellers and buyers may not be effectively motivated to sell or order more products or maintain relationships with us. 20 Table of Contents Even if we are able to maintain our relationships with sellers and buyers and attract more sellers and buyers to our marketplace, we are subject to various risks in connection with third-party merchants.
For information about a currently pending legal proceeding, see “Items 3. Legal Proceedings.” Our insurance coverage may not be sufficient to cover all the risks which our operations are exposed to and therefore we are susceptible to significant liabilities. 32 Table of Contents We have limited insurance coverage.
For information about a currently pending legal proceeding, see “Items 3. Legal Proceedings.” Our insurance coverage may not be sufficient to cover all the risks which our operations are exposed to and therefore we are susceptible to significant liabilities. We have limited insurance coverage.
As such, any issue, or perceived issue, regarding the 22 Table of Contents quality and safety of any items we sell, regardless of the cause, could adversely affect our brand, reputation, operations and financial results.
As such, any issue, or perceived issue, regarding the quality and safety of any items we sell, regardless of the cause, could adversely affect our brand, reputation, operations and financial results.
We may be subjected to increase in rental expenses. We may also not be able to successfully extend or 28 Table of Contents renew such leases upon expiration, on commercially reasonable terms or at all, and may be forced to relocate the affected operations.
We may be subjected to increase in rental expenses. We may also not be able to successfully extend or renew such leases upon expiration, on commercially reasonable terms or at all, and may be forced to relocate the affected operations.
As a result of these grants, we incurred share-based compensation of $16.8 million, $2.5 million and $9.2 million in 2024, 2023 and 2022, respectively. We will incur additional share-based compensation expenses in the future as we continue to grant share-based incentives.
As a result of these grants, we incurred share-based compensation of $5.0 million, $16.8 million and $2.5 million in 2025, 2024 and 2023, respectively. We will incur additional share-based compensation expenses in the future as we continue to grant share-based incentives.
We cannot guarantee that we will be able to maintain the growth rate we have experienced to date. We have grown rapidly over the last few years. Our revenues increased to $1,161.0 million in 2024 from $703.8 million in 2023 and $490.1 million in 2022.
We cannot guarantee that we will be able to maintain the growth rate we have experienced to date. We have grown rapidly over the last few years. Our revenues increased to $1,289.9 million in 2025 from $1,161.0 million in 2024 and $703.8 million in 2023.
In addition to forecasting our capital investment requirements, we adjust other elements of our operations and cost structure in response to adverse economic conditions; however, these adjustments may not be sufficient to allow us to maintain our operating margins. Our strategic investments or acquisitions may be unsuccessful.
In addition to forecasting our capital investment requirements, we adjust other elements of our operations and cost structure in response to adverse economic conditions; however, these adjustments may not be sufficient to allow us to maintain our operating margins.
In addition, our B2B ecommerce platform, GigaCloud Marketplace, from which we have generated 64.7%, 70.9% and 76.0% of our total revenues in 2024, 2023 and 2022, respectively, is a relatively new initiative and may not grow as quickly as we have anticipated.
In addition, our B2B ecommerce platform, GigaCloud Marketplace, from which we have generated 62.2%, 64.7% and 70.9% of our total revenues in 2025, 2024 and 2023, respectively, is a relatively new initiative and may not grow as quickly as we have anticipated.
GigaCloud Marketplace GMV increased to $1,341.4 million in 2024 from $794.4 million in 2023 and $518.2 million in 2022. However, our historical performance may not be indicative of our future growth or financial results.
GigaCloud Marketplace GMV increased to $1,576.8 million in 2025 from $1,341.4 million in 2024 and $794.4 million in 2023. However, our historical performance may not be indicative of our future growth or financial results.
If our growth rate declines, our business, financial condition and results of operations may be materially and adversely affected. We may not realize the expected benefits of our acquisitions of Noble House and Wondersign due to potential risk and uncertainties.
If our growth rate declines, our business, financial condition and results of operations may be materially and adversely affected. 17 Table of Contents We may not realize the expected benefits of our acquisitions due to potential risk and uncertainties.
In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A ordinary shares to become 49 Table of Contents listed again, stabilize the market price or improve the liquidity of our Class A ordinary shares, prevent our Class A ordinary shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with the Nasdaq’s listing requirements.
In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A ordinary shares to become listed again, stabilize the market price or improve the liquidity of our Class A ordinary shares, prevent our Class A ordinary shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with the Nasdaq’s listing requirements. 44 Table of Contents We may allocate the net proceeds from any of our future offshore offerings in ways that you may not approve.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of the Cayman Islands.
Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of the Cayman Islands.
A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions.
A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “net CFC tested income” (or, for taxable years beginning before January 1, 2026, “global intangible low-taxed income”) and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions.
As of December 31, 2024, these Class B ordinary shares constituted approximately 20.0% of our total issued and outstanding share capital and 71.5% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.
As of December 31, 2025, these Class B ordinary shares constituted approximately 19.7% of our total issued and outstanding share capital and 71.1% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.
As of December 31, 2024, our executive officers, directors and greater than 5% shareholders, in the aggregate, beneficially owned approximately 28.7% of our total issued and outstanding ordinary shares, or 74.6% of the total voting power.
As of December 31, 2025, our executive officers, directors and greater than 5% shareholders, in the aggregate, beneficially owned approximately 30.2% of our total issued and outstanding ordinary shares, or 74.8% of the total voting power.
As an example, the COVID-19 pandemic could adversely impact supplier facilities and operations due to extended holidays, factory closures and risks of labor shortages, among other things, which may materially and adversely affect our business, financial condition and results of operations.
As an example, in the past, the COVID-19 pandemic had adversely impacted supplier facilities and operations due to extended holidays, factory closures and risks of labor shortages, among other things, and the occurrence of similar pandemics may materially and adversely affect our business, financial condition and results of operations.
In November 2016, the Standing Committee of the National People’s Congress of the PRC, or the Standing Committee of the NPC, promulgated the PRC Cybersecurity Law, which took effect on June 1, 2017.
In November 2016, the Standing Committee of the National People’s Congress of the PRC, or the Standing Committee of the NPC, promulgated the PRC Cybersecurity Law, which took effect on June 1, 2017, and was further amended and enacted on January 1, 2026.
Our inventories was $172.5 million, $132.2 million and $78.3 million as of December 31, 2024, 2023 and 2022, respectively.
Our inventories was $188.3 million, $172.5 million and $78.3 million as of December 31, 2025, 2024 and 2023, respectively.
GAAP. As of December 31, 2024, awards to purchase an aggregate of 7,426,639 ordinary shares under the 2008 Plan and the 2017 Plan were granted, excluding awards that were forfeited, repurchased, cancelled, lapsed, settled or otherwise expired after the relevant grant dates.
GAAP. As of December 31, 2025, awards to purchase an aggregate of 5,645,836 ordinary shares under the 2017 Plan were granted, excluding awards that were forfeited, repurchased, cancelled, lapsed, settled or otherwise expired after the relevant grant dates.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms in mainland China and Hong Kong completely, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our shares would be deprived of the benefits of such 52 Table of Contents PCAOB inspections, which could cause investors and potential investors in the shares to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms in mainland China and Hong Kong completely, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our shares would be deprived of the benefits of such PCAOB inspections, which could cause investors and potential investors in the shares to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. 47 Table of Contents This annual report may contain certain industry data and information that were obtained from third-party sources and were not independently verified by us.
Sales of a substantial number of our Class A ordinary shares in the public market or the perception that these sales might occur could significantly reduce the market price of our Class A ordinary shares and impair our ability to raise adequate capital through the sale of additional equity securities. 50 Table of Contents As of December 31, 2024, we had 40,346,077 issued and outstanding ordinary shares, comprised of 32,269,345 Class A ordinary shares (which had excluded an aggregate of 44,657 Class A ordinary shares issued and reserved for future allocation upon exercise or vesting of awards granted under our share incentive plans, and 564,733 Class A ordinary shares repurchased under our share repurchased program but not yet cancelled) and 8,076,732 Class B ordinary shares. 3,381,000 Class A ordinary shares of these issued and outstanding shares were issued at our initial public offering and are freely tradable, without restriction, in the public market.
Sales of a substantial number of our Class A ordinary shares in the public market or the perception that these sales might occur could significantly reduce the market price of our Class A ordinary shares and impair our ability to raise adequate capital through the sale of additional equity securities. 45 Table of Contents As of December 31, 2025, we had 36,914,419 issued and outstanding ordinary shares, comprised of 29,637,687 Class A ordinary shares (which had excluded an aggregate of 136,587 Class A ordinary shares issued and reserved for future allocation upon exercise or vesting of awards granted under our share incentive plans, and 237,269 Class A ordinary shares repurchased under our share repurchased program but not yet cancelled) and 7,276,732 Class B ordinary shares. 3,381,000 Class A ordinary shares of these issued and outstanding shares were issued at our initial public offering and are freely tradable, without restriction, in the public market.
As the interpretation and implementation of the PRC Personal Information Protection Law remain 36 Table of Contents uncertain, we cannot assure you that we will be deemed to fully comply with the PRC Personal Information Protection Law in all respects, and regulatory authorities may order us to rectify or terminate our current practice of collecting and processing personal information.
As the PRC Personal Information Protection Law may be subject to further interpretation and application by competent regulators, we cannot assure you that we will be deemed to fully comply with the PRC Personal Information Protection Law in all respects, and regulatory authorities may order us to rectify or terminate our current practice of collecting and processing personal information.
Any such actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China- and Hong Kong-based issuers could significantly change our Hong Kong Subsidiary’s ability to conduct its business and operate our GigaCloud Marketplace in its current form, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or in extreme cases, become worthless.
Any such actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China- and Hong Kong-based issuers could significantly change our Hong Kong Subsidiary’s ability to conduct its business and operate our GigaCloud Marketplace in its current form, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or in extreme cases, become worthless. 38 Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.
Furthermore, we use open source software in connection with our GigaCloud Marketplace. Companies that incorporate open source software into their products and services have, from time to time, faced claims challenging the ownership of open source software and compliance with open source license terms.
Companies that incorporate open source software into their products and services have, from time to time, faced claims challenging the ownership of open source software and compliance with open source license terms.
We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in the global markets. We could face criminal liability and other serious consequences for violations, which could harm our business.
Compliance with these legal standards could impair our ability to compete in the global markets. We could face criminal liability and other serious consequences for violations, which could harm our business. We are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S.
Because of the number and variability of factors that will determine our use of the net proceeds from our offshore offerings, their ultimate use may vary substantially from their currently intended use.
Our management will have broad discretion in the application of the net proceeds from any of our future offerings. Because of the number and variability of factors that will determine our use of the net proceeds from our offshore offerings, their ultimate use may vary substantially from their currently intended use.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the governments globally or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition and the price of our Class A ordinary shares could be materially and adversely affected.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the governments globally or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition and the price of our Class A ordinary shares could be materially and adversely affected. 33 Table of Contents We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations.
This, in turn, might cause such foreign suppliers to demand higher prices for merchandise in their effort to offset any lost profits associated with any currency devaluation, delay merchandise shipments or discontinue selling to us altogether, any of which could ultimately reduce our revenues or increase our costs.
This, in turn, might cause such foreign suppliers to demand higher prices for merchandise in their effort to offset any lost profits associated with any currency devaluation, delay merchandise shipments or discontinue selling to us altogether, any of which could ultimately reduce our revenues or increase our costs. 21 Table of Contents Trade restrictions could materially and adversely affect our business, financial condition and results of operations.

… 177 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed8 unchanged
Biggest changeCybersecurity Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. 58 Table of Contents Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Biggest changeItem 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Key elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security processes, and (iii) our response to cybersecurity incidents; and • cybersecurity awareness training of our employees, including senior management.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 53 Table of Contents Key elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security processes, and (iii) our response to cybersecurity incidents; and • cybersecurity awareness training of our employees, including senior management.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged
Biggest changeOur corporate office for our China headquarters in Suzhou, China, where we currently occupy approximately 122,228 square feet of office space pursuant to a lease with a remaining four years lease term, which can be renewed prior to termination.
Biggest changeOur corporate office is located in Suzhou, China, where we currently occupy approximately 122,272 square feet of office space pursuant to a lease with a remaining lease term of approximately three years, which can be renewed prior to termination.
Item 2. Properties Our principal executive office and global headquarters is located in El Monte, California, United States, where we currently occupy approximately 572,240 square feet of office and warehouse space pursuant to a renewable lease with a remaining six years lease term. We have corporate offices and fulfillment centers globally.
Item 2. Properties Our principal executive office and global headquarters is located in El Monte, California, United States, where we currently occupy approximately 572,240 square feet of office and warehouse space pursuant to a renewable lease with a remaining five years lease term. We have corporate offices and fulfillment centers globally.
As of December 31, 2024, we also leased 35 fulfillment centers in the U.S., Japan, the U.K., Germany and Canada, totaling over 10 million square feet. We believe that our facilities are sufficient to meet our current needs. We intend to add new facilities or expand our existing facilities as we add employees and expand our operations.
As of December 31, 2025, we also leased 35 fulfillment centers in the U.S., Germany, Japan, the U.K. and Canada, totaling over 11 million square feet. We believe that our facilities are sufficient to meet our current needs. We intend to add new facilities or expand our existing facilities as we add employees and expand our operations.
We believe that additional space that is suitable for our needs will be available as needed to accommodate any such expansion of our operations. 59 Table of Contents
We believe that additional space that is suitable for our needs will be available as needed to accommodate any such expansion of our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

4 edited+2 added−5 removed2 unchanged
Biggest changeSouthern District of New York Litigation Matter, In Re GigaCloud Technology Inc Securities Litigation, No. 1:23-cv-10645-JMF (S.D.N.Y.) In October 2023, two GigaCloud shareholders separately brought putative securities class actions in the United States District Court for the Central District of California.
Biggest changeIn addition, we may also find ourselves at greater risk to outside party claims as we increase our operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable or unclear. 54 Table of Contents Southern District of New York Litigation Matter, In Re GigaCloud Technology Inc Securities Litigation, No. 1:23-cv-10645-JMF (S.D.N.Y.) In October 2023, two GigaCloud shareholders separately brought putative securities class actions in the United States District Court for the Central District of California.
The second amended complaint alleges both false and misleading statements concerning our use of artificial intelligence and machine learning and false and misleading statements about revenue of the GigaCloud Marketplace. On August 21, 2024, we filed a motion to dismiss the second amended complaint.
The second amended complaint alleged both false and misleading statements concerning our use of artificial intelligence and machine learning and false and misleading statements about revenue of the GigaCloud Marketplace. On August 21, 2024, we filed a motion to dismiss the second amended complaint.
The Court denied our motion to dismiss on Securities Act claims relating to a small number of statements about the Company's use of artificial intelligence and machine learning, made in the IPO registration statement and prospectus. We believe the residual claims are without merit and intend to continue to vigorously defend against them.
The Court denied our motion to dismiss on Securities Act claims relating to a small number of statements about the Company’s use of artificial intelligence and machine learning, made in the IPO registration statement and prospectus. We believe the residual claims are without merit and denied all allegations.
On January 12, 2024, the Southern District of New York granted plaintiffs’ stipulation to consolidate the two lawsuits into one and appoint Sashi Rajan and Meir Spear as co-lead plaintiffs.
On November 27, 2023, both cases were transferred to the United States District Court for the Southern District of New York. On January 12, 2024, the Southern District of New York granted plaintiffs’ stipulation to consolidate the two lawsuits into one and appoint lead plaintiffs. On June 28, 2024, lead plaintiffs filed the second amended complaint.
Removed
In addition, we may also find ourselves at greater risk to outside party claims as we increase our operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable or unclear.
Added
However, in light of the limited scope of the residual claims and the uncertainty and cost inherent in any litigation, the Company reached an agreement with the lead plaintiffs to resolve the class action in its entirety. On October 9, 2025, the Court granted final approval of the settlement.
Removed
On November 27, 2023, the United States District Court for the Central District of California granted the parties’ stipulations to transfer both cases to United States District Court for the Southern District of New York.
Added
The costs of this case, including the settlement, were funded primarily from insurance proceeds and had no material impact on our operations or financial condition. Item 4. Mine Safety Disclosures Not applicable. PART II
Removed
On March 18, 2024, lead plaintiffs filed the first amended complaint against us and certain of our current and former directors and officers, alleging that defendants made false and misleading statements concerning our use of artificial intelligence and machine learning in violation of U.S. securities laws. On May 17, 2024, we filed a motion to dismiss lead plaintiffs’ claims.
Removed
On May 20, 2024, the Court entered an order giving lead plaintiffs one opportunity to amend their complaint to address issues raised in the May 17, 2024 motion to dismiss. On June 28, 2024, lead plaintiffs filed the second amended complaint.
Removed
Although the outcome of any complex litigation is inherently uncertain, based on information presently known to management, we do not believe that the matters are likely to have a material impact on our financial condition. ITEM 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

23 edited+4 added−6 removed67 unchanged
Biggest changePassive Foreign Investment Company 64 Table of Contents In general, we will be a PFIC for any taxable year in which: • at least 75% of our gross income is passive income, or • at least 50% of the value (based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.
Biggest changePassive Foreign Investment Company In general, we will be a PFIC for any taxable year in which: • at least 75% of our gross income is passive income, or • at least 50% of the value (based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. 59 Table of Contents For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person), as well as gains from the sale of assets (such as stock) that produce passive income, foreign currency gains, and certain other categories of income.
Information Reporting and Backup Withholding In general, information reporting will apply to dividends in respect of our Class A ordinary shares and the proceeds from the sale, exchange or other disposition of our Class A ordinary shares that are paid to you (on your behalf) within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation.
Information Reporting and Backup Withholding In general, information reporting will apply to dividends in respect of our Class A ordinary shares and the proceeds from the sale, exchange or other disposition of our Class A ordinary shares that are paid to you (or on your behalf) within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Holding Company Structure." Securities Authorized for Issuance under Equity Compensation Plans Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Holding Company Structure.” Securities Authorized for Issuance under Equity Compensation Plans Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this annual report.
The following graph compares the cumulative total shareholder return of our Class A ordinary shares with the cumulative total return of the NASDAQ Composite Index (U.S.) and the Dow Jones Internet Commerce Index for the period beginning at the “measurement point” established by the market close on August 18, 2022 through and including December 31, 2024, the end of our last completed fiscal year.
The following graph compares the cumulative total shareholder return of our Class A ordinary shares with the cumulative total return of the NASDAQ Composite Index (U.S.) and the Dow Jones Internet Commerce Index for the period beginning at the “measurement point” established by the market close on August 18, 2022 through and including December 31, 2025, the end of our last completed fiscal year.
Risk Factors—Risks Related to Doing Business in China—Dividends paid to our foreign investors and gains on the sale of our Class A ordinary shares by our foreign investors may become subject to PRC tax.” In that case, subject to certain conditions and limitations (including a minimum holding period requirement), PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability.
Risk Factors—Risks Related to Our Business and Industry—Dividends paid to our foreign investors and gains on the sale of our Class A ordinary shares by our foreign investors may become subject to PRC tax.” In that case, subject to certain conditions and limitations (including a minimum holding period requirement), PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability.
Based on the manner in which we currently operate our business, the current and expected composition of our income and assets and the expected value of our assets (including the value of our goodwill), we believe we were not a PFIC for our taxable year ended December 31, 2024, and we do not expect to be a PFIC for our current taxable year.
Based on the manner in which we currently operate our business, the current and expected composition of our income and assets and the expected value of our assets (including the value of our goodwill), we believe we were not a PFIC for our taxable year ended December 31, 2025, and we do not expect to be a PFIC for our current taxable year.
If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your Class A ordinary shares in a year that we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount 65 Table of Contents previously included in income as a result of the mark-to-market election.
If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your Class A ordinary shares in a year that we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
You are urged to consult your tax advisors regarding the effect, if any, of this reporting requirement on your ownership and disposition of our Class A ordinary shares. Recent Sales of Unregistered Securities None. Use of Proceeds from Registered Securities Not applicable. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
You are urged to consult your tax advisors regarding the effect, if any, of this reporting requirement on your ownership and disposition of our Class A ordinary shares. Recent Sales of Unregistered Securities None. Use of Proceeds from Registered Securities Not applicable. 61 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
If you are a partner of a partnership holding our Class A ordinary shares, you should consult your tax advisors. 63 Table of Contents This summary does not contain a detailed description of all the United States federal income tax considerations to you in light of your particular circumstances.
If you are a partner of a partnership holding our Class A ordinary shares, you should consult your tax advisors. This summary does not contain a detailed description of all the United States federal income tax considerations to you in light of your particular circumstances.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A ordinary shares have been listed on the Nasdaq Global Market since August 18, 2022 and traded under the symbol “GCT.” Holders As of February 28, 2025, there were 12 holders of record of shares of our Class A ordinary shares and one holder of record of shares of our Class B ordinary shares.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A ordinary shares have been listed on the Nasdaq Global Market since August 18, 2022 and traded under the symbol “GCT.” Holders As of February 24, 2026, there were 12 holders of record of shares of our Class A ordinary shares and one holder of record of shares of our Class B ordinary shares.
Our Japanese subsidiaries are permitted to distribute dividends only to the extent of the “distributable amount” stipulated in the Companies Act of Japan, or Japan Companies Act. "Item 7.
Our Japanese subsidiaries are permitted to distribute dividends only to the extent of the “distributable amount” stipulated in the Companies Act of Japan, or Japan Companies Act. “Item 7.
All dividends and other distributions declared and payable on our ordinary shares may under the current laws and regulations of the Cayman Islands be paid to the registered holders of such ordinary shares, and where they are to be paid from the Cayman Islands are freely transferable out of the Cayman Islands and there are no restrictions under Cayman Islands law which would prevent our company from paying dividends to shareholders in U.S. dollars or any other currency.
All dividends and other distributions declared and payable on our ordinary shares may under the current laws and regulations of the Cayman Islands be paid to the registered holders of such ordinary shares, and where they are to be paid from the Cayman Islands are freely transferable out of the Cayman Islands and there are no restrictions under Cayman Islands law which would prevent our company from paying dividends to shareholders in U.S. dollars or any other currency. 55 Table of Contents GigaCloud Technology Inc is a holding company incorporated in the Cayman Islands.
Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to Cayman Islands income or corporation tax. 62 Table of Contents The Cayman Islands is not a party to any double tax treaties that are applicable to any payments made to or by our company.
Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to Cayman Islands income or corporation tax.
The shareholder return shown on the graph below is not necessarily 61 Table of Contents indicative of future performance, and we do not make or endorse any predictions as to future shareholder returns. 8/18/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 GigaCloud Technology Inc 100 64.44 36.27 40.15 43.08 56.15 116.6 170.3 193.88 146.46 118.04 Nasdaq Composite Index 100 81.57 80.73 94.27 106.34 101.96 115.78 126.33 136.77 140.29 148.94 Dow Jones Internet Commerce Index 100 84.77 82.14 101.41 113.89 109.45 128.06 148.11 151.5 158.6 177.16 Taxation The following summary of the material Cayman Islands and U.S. federal income tax considerations of an investment in our Class A ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change.
The shareholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future shareholder returns. 56 Table of Contents 8/18/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 GigaCloud Technology Inc 100 64.4 36.3 40.2 43.1 56.2 116.6 170.3 193.9 146.5 118.0 90.5 126.1 181.0 250.4 Nasdaq Composite Index 100 81.6 80.7 94.3 106.3 102.0 115.8 126.3 136.8 140.3 148.9 133.4 157.1 174.8 179.3 Dow Jones Internet Commerce Index 100 84.8 82.1 101.4 113.9 109.5 128.1 148.1 151.5 158.6 177.2 164.9 205.8 213.5 199.2 Taxation The following summary of the material Cayman Islands and U.S. federal income tax considerations of an investment in our Class A ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change.
A different election, known as the “qualified electing fund” or “QEF” election, is generally available to holders of PFIC stock, but requires that the corporation provide the holders with a “PFIC Annual Information Statement” containing certain information necessary for the election, including the holder’s pro rata share of the corporation’s earnings and profits and net capital gains for each taxable year, computed according to United States federal income tax principles.
You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances. 60 Table of Contents A different election, known as the “qualified electing fund” or “QEF” election, is generally available to holders of PFIC stock, but requires that the corporation provide the holders with a “PFIC Annual Information Statement” containing certain information necessary for the election, including the holder’s pro rata share of the corporation’s earnings and profits and net capital gains for each taxable year, computed according to United States federal income tax principles.
In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors.
Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors.
Taxation of Distributions on the Class A Ordinary Shares Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of any distributions on our Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.
If you are considering the purchase, ownership or disposition of our Class A ordinary shares, you should consult your tax advisors concerning the United States federal income tax considerations to you in light of your particular situation as well as any considerations arising under the laws of any other taxing jurisdiction. 58 Table of Contents Taxation of Distributions on the Class A Ordinary Shares Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of any distributions on our Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.
Dividends We have never declared or paid dividends on our ordinary shares. We do not have any plan to declare or pay any cash dividends on our ordinary shares in the foreseeable future.
Dividends We have never declared or paid dividends on our ordinary shares. We do not have any plan to declare or pay any cash dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and future earnings to operate and expand our business.
There are no exchange control regulations or currency restrictions in the Cayman Islands. Material U.S. Federal Income Tax Considerations The following summary describes the material United States federal income tax considerations of the purchase, ownership and disposition of our Class A ordinary shares as of the date hereof.
Federal Income Tax Considerations The following summary describes the material United States federal income tax considerations of the purchase, ownership and disposition of our Class A ordinary shares as of the date hereof.
Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability, provided that the required information is furnished to the IRS in a timely manner. 66 Table of Contents Certain United States Holders that hold certain foreign financial assets (which may include our Class A ordinary shares) may be required to report information relating to such assets, subject to exceptions (including an exception for Class A ordinary shares held in accounts maintained by certain financial institutions).
Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.
Dividends distributed by our subsidiaries in certain of our markets in certain jurisdictions, such as in China, the U.K. and Japan, are subject to local taxes. If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
The following table presents details of our share repurchase transactions during the fourth quarter of the fiscal year ended December 31, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Maximum dollar value of shares that may yet be purchased under the program (in thousand) October 1, 2024 to October 31, 2024 403,580 $ 24.78 403,580 $ 35,984 November 1, 2024 to November 30, 2024 171,188 $ 22.83 171,188 $ 32,069 December 1, 2024 to December 31, 2024 458,524 $ 20.27 458,524 $ 22,757 Total 1,033,292 1,033,292 Item 6. [Reserved] 67 Table of Contents
The following table presents details of our share repurchase transactions during the fourth quarter of the fiscal year ended December 31, 2025: Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced program Maximum dollar value of shares that may yet be purchased under the program (in thousand) (2) October 1, 2025 to October 31, 2025 183,233 $ 27.29 183,233 $ 94,649 November 1, 2025 to November 30, 2025 79,568 $ 30.87 79,568 $ 92,189 December 1, 2025 to December 31, 2025 65,565 $ 39.08 65,565 $ 89,625 Total 328,366 328,366 _____________________ (1) Excluding broker commissions paid.
GigaCloud Technology Inc is a holding company incorporated in the Cayman Islands and is not a direct Chinese or Hong Kong operating company. We rely principally on dividends distributed by our operating subsidiaries for our cash requirements, including distribution of dividends to our shareholders.
We rely principally on dividends distributed by our operating subsidiaries for our cash requirements, including distribution of dividends to our shareholders. Dividends distributed by our subsidiaries in certain of our markets in certain jurisdictions, such as in China, the U.K. and Japan, are subject to local taxes.
Removed
We intend to retain most, if not all, of our available funds and future earnings to operate and expand our business. 60 Table of Contents Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws.
Added
The Cayman Islands is not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. 57 Table of Contents Material U.S.
Removed
If you are considering the purchase, ownership or disposition of our Class A ordinary shares, you should consult your tax advisors concerning the United States federal income tax considerations to you in light of your particular situation as well as any considerations arising under the laws of any other taxing jurisdiction.
Added
Certain United States Holders that hold certain foreign financial assets (which may include our Class A ordinary shares) may be required to report information relating to such assets, subject to exceptions (including an exception for Class A ordinary shares held in accounts maintained by certain financial institutions).
Removed
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person), as well as gains from the sale of assets (such as stock) that produce passive income, foreign currency gains, and certain other categories of income.
Added
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.
Removed
You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.
Added
(2) Including broker commissions paid. Item 6. [Reserved]
Removed
On June 14, 2023, we announced that our board of directors approved a share repurchase program under which we may purchase up to $25.0 million of our Class A ordinary shares, par value $0.05, over a 12-month period, which expired in June 2024.
Removed
On September 3, 2024, we announced that our board of directors approved a new share repurchase program under which we may purchase up to $46.0 million of our Class A ordinary shares, par value $0.05, over a 12-month period.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+15 added−24 removed31 unchanged
Biggest changeThe following table sets forth the breakdown of our selling and marketing expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2024 2023 2022 $ % $ % $ % (In thousands, except for percentages) Selling and marketing expenses Staff cost $ 29,986 2.6 $ 18,604 2.6 $ 12,144 2.5 Platform service fees 30,683 2.6 17,503 2.5 9,595 2.0 Advertising expenses 6,668 0.6 3,908 0.6 1,530 0.3 Traveling 885 0.1 541 0.1 201 — Others 2,464 0.2 830 0.1 568 0.1 Total selling and marketing expenses $ 70,686 6.1 $ 41,386 5.9 $ 24,038 4.9 77 Table of Contents General and Administrative Expenses Our general and administrative expenses primarily consist of staff cost which included share-based compensation, payroll and related costs for employees involved in general corporate functions, professional fees, rental and depreciation expenses associated with the use of facilities and equipment by these employees, rental expenses during the initial start-up period in our fulfillment centers and other abnormal capacity costs, property insurance and other general corporate expenses.
Biggest changeThe following table sets forth a breakdown of our selling and marketing expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) Selling and marketing expenses Staff cost $ 41,344 3.2 $ 29,986 2.6 $ 18,604 2.6 Platform service fees 44,908 3.5 30,683 2.6 17,503 2.5 Advertising expenses 7,402 0.6 6,668 0.6 3,908 0.6 Traveling 1,706 0.1 885 0.1 541 0.1 Others 2,843 0.2 2,464 0.2 830 0.1 Total selling and marketing expenses $ 98,203 7.6 $ 70,686 6.1 $ 41,386 5.9 General and Administrative Expenses Our general and administrative expenses primarily consist of staff cost which included share-based compensation, payroll and related costs for employees involved in general corporate functions, professional fees, rental and depreciation expenses associated with the use of facilities and equipment by these employees, rental expenses during the initial start-up period in our fulfillment centers and other abnormal capacity costs, property insurance, donations, provision for bad debt and other general corporate expenses. 71 Table of Contents The following table sets forth a breakdown of our general and administrative expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) General and administrative expenses Staff cost $ 18,260 1.4 $ 31,173 2.7 $ 14,126 2.0 Professional fees 9,377 0.7 10,455 0.9 7,495 1.1 Rental and depreciation 8,408 0.7 19,204 1.7 2,886 0.4 Office supplies and utility 2,164 0.2 3,664 0.3 2,102 0.3 Property Insurance 3,832 0.3 3,979 0.3 1,218 0.2 Donations 726 0.1 — — — — Provision for bad debts 235 — 833 0.1 492 0.1 Others 3,557 0.3 4,636 0.4 1,689 0.2 Total general and administrative expenses $ 46,559 3.6 $ 73,944 6.4 $ 30,008 4.3 Research and Development Expenses Our research and development expenses primarily consist of IT- and platform-related personnel costs, including share-based compensation expense associated with our engineering, programming, data analytics, and product development personnel responsible for the design, development, and testing of our platform, rental and depreciation expenses associated with the use of facilities and equipment of research and development personnel, and information technology costs.
We generate revenues primarily through three revenue streams: • GigaCloud 3P : generates service revenues, including revenues from 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 GigaCloud Marketplace. • GigaCloud 1P : generates product revenues through the sale of our inventory in our GigaCloud Marketplace. • Off-platform ecommerce : generates product revenues through the sale of our inventory to and through third-party ecommerce websites.
We generate revenues primarily through three revenue streams: • GigaCloud 3P : generates service revenues, including revenues from 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 GigaCloud Marketplace. • GigaCloud 1P : generates product revenues through the sale of our inventory in our GigaCloud Marketplace. • Off-platform ecommerce : generates product revenues through the sale of our inventory to and through third-party ecommerce websites.
We believe this increasing trend will continue because of the growing recognition of our marketplace, our seller-friendly comprehensive logistics network enabling hassle-free delivery of large parcel merchandise and our expansion into new markets. Using our marketplace, sellers are able to quickly gain access to key global markets in which we operate, including the U.S., the U.K., Germany, Japan and Canada.
We believe this increasing trend will continue because of the growing recognition of our marketplace, our seller-friendly comprehensive logistics network enabling hassle-free delivery of large parcel merchandise and our expansion into new markets. Using our marketplace, sellers are able to quickly gain access to key global markets in which we operate, including the U.S., Germany, Japan, the U.K. and Canada.
We also invest in our research and development personnel for the design, development, and testing of our platform, and incur software development costs for the internal-use software and our Group's websites. We successfully improved our warehouse management solutions over the past years. Seasonality Our business is subject to seasonality.
We also invest in our research and development personnel for the design, development, and testing of our platform, and incur software development costs for internal-use software and our Group's websites. We successfully improved our warehouse management solutions over the past years. Seasonality Our business is subject to seasonality.
Service revenues from GigaCloud 3P, including revenues from platform commission, ocean transportation service, warehousing service, last-mile delivery service, packaging service, drayage service and others are generated by facilitating transactions between sellers and buyers in our GigaCloud Marketplace.
Service revenues from GigaCloud 3P, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, packaging service, last-mile delivery service and others are generated by facilitating transactions between sellers and buyers in our GigaCloud Marketplace.
When a seller and buyer enter into a transaction in GigaCloud Marketplace, we generate revenues from platform services by earning a percentage commission depending on the transaction value. The standard commission ranges between 1% and 5%. Additionally, we charge a fulfillment fee for other freight services such as delivery of products via ocean transportation.
When a seller and buyer enter into a transaction in the GigaCloud Marketplace, we generate revenues from platform services by earning a percentage commission depending on the transaction value. The standard commission ranges between 1% and 5%. Additionally, we charge a fulfillment fee for other freight services such as delivery of products via ocean transportation.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any known trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that are reasonably likely to cause a material change in the relationship between costs and revenues, or that would cause reported financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any known trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that are reasonably likely to cause a material change in the relationship between costs and revenues, or that would cause reported financial information to be not necessarily indicative of future operating results or financial conditions.
Product Revenues—Off-platform Ecommerce We derive product revenues primarily from the sales of our own inventory through two sales models, which are (i) product sales made to third-party ecommerce websites, or Product Sales to B, such as Wayfair, Walmart, Home Depot, Amazon, Target and Overstock; and (ii) product sales to individual customers through third-party ecommerce websites, or Product Sales to C, such as Rakuten, Amazon and OTTO, where end customers can visit our online stores and purchase directly from us.
Product Revenues—Off-platform Ecommerce We derive product revenues primarily from the sales of our own inventory through two sales models, which are (i) product sales made to third-party ecommerce websites, or Product Sales to B, such as Wayfair, Amazon, Home Depot, Walmart and Overstock; and (ii) product sales to individual customers through third-party ecommerce websites, or Product Sales to C, such as Amazon, OTTO, Real and Target, where end customers can visit our online stores and purchase directly from us.
Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. For the year ended December 31, 2024, we have not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results.
Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. For the year ended December 31, 2025, we have not identified critical accounting estimates that involve a significant level of estimation uncertainty and would have a material impact on our results.
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.
We also charge packaging fees in connection with merchandise that we pack and ship. 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.
Interest Income Our interest income primarily consists of interest income from bank deposits, wealth management products and investments. Foreign Currency Exchange Gains (Losses), Net Our foreign exchange gains and losses represent the gains or losses due to appreciation or depreciation of the U.S. dollar against Japanese Yen, the Euro, Canadian dollar and the British Pound.
Interest Income Our interest income primarily consists of interest income from bank deposits, wealth management products and short-term investments. Foreign Currency Exchange Gains (Losses), Net Our foreign exchange gains and losses represent the gains or losses due to appreciation or depreciation of the U.S. dollar against the Japanese Yen, the Euro, the Canadian dollar and the British Pound.
Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supplement our transportation network and shipping requirements. Our ability to improve our operational efficiency depends on our ability to invest in our technology infrastructure and platform, including our virtual warehousing solution and AI technology.
Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supply our transportation network and shipping requirements. Our ability to improve our operational efficiency depends on our ability to invest in our technology infrastructure and platform, including our virtual warehousing solution and AI technology.
“Risk Factors” and “Forward-Looking Statements” included at the beginning of this annual report . The risks and uncertainties can cause actual results to differ significantly from those forecast in forward-looking statements or implied in historical results and trends.
“Risk Factors” and “Forward-Looking Statements” included at the beginning of this annual report. The risks and uncertainties can cause actual results to differ significantly from those forecasted in forward-looking statements or implied in historical results and trends.
Non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ 83 Table of Contents 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.
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.
Losses on Disposal of Property and Equipment Our losses on disposal of property and equipment primarily consist of the losses on the disposal of old and obsolete property and equipment. Interest Expense Our interest expense primarily consists of our financial lease interest expense for leased equipment used in our fulfillment centers and other facilities in the U.S.
Losses on Disposal of Property and Equipment Our losses on disposal of property and equipment primarily consist of the losses on the disposal of old and obsolete property and equipment. Interest Expense Our interest expense primarily consists of our financial lease interest expense for leased equipment used in our fulfillment centers and other facilities.
Regarding Product Sales to B, as expenses charged by these websites are not in exchange for a distinct good or service, the payments to these websites are not recognized as expenses but as recorded net of revenues. With respect to Product Sales to C, expenses incurred for product sales made through these websites are recorded as selling and marketing expenses.
Regarding Product Sales to B, as expenses charged by these websites are not in exchange for a distinct good or service, the payments to these websites are not recognized as expenses but are netted against revenues. With respect to Product Sales to C, expenses incurred for product sales made through these websites are recorded as selling and marketing expenses.
Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 “Recent accounting pronouncements” to our consolidated financial statements included elsewhere in this annual report.
Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 “Recently Adopted Accounting Pronouncements” to our consolidated financial statements included elsewhere in this annual report.
Except for those disclosed above, we did not have any significant capital or other commitments, long-term obligations, or guarantees as of December 31, 2024. Off-Balance Sheet Commitments and Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties.
Except for those disclosed above, we did not have any significant capital or other commitments, long-term obligations, or guarantees as of December 31, 2025. 80 Table of Contents Off-Balance Sheet Commitments and Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties.
Moreover, we do not have any variable interest in any unconsolidated entity 86 Table of Contents that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Capital Resources Our capital expenditures consist primarily of purchase of property and equipment. Our capital expenditures were $15.5 million in 2024. We intend to fund our future capital expenditures with our existing cash balance, short-term investments and anticipated cash flows from operations. We will continue to make well-planned capital expenditures to meet the expected growth of our business.
Capital Resources Our capital expenditures consist primarily of purchase of property and equipment. Our capital expenditures were $7.9 million in 2025. We intend to fund our future capital expenditures with our existing cash balance, short-term investments and anticipated cash flows from operations. We will continue to make well-planned capital expenditures to meet the expected growth of our business.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 We discussed the results of operations for the year ended December 31, 2023 compared to year ended December 31, 2022 in our annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 27, 2024 (File No.: 001-41454) (the “2023 Form 10-K”).
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 We discussed the results of operations for the year ended December 31, 2024 compared to year ended December 31, 2023 in our annual report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 3, 2025 (File No.: 001-41454) (the “2024 Form 10-K”).
As of December 31, 2024, our global logistics network included 35 fulfillment centers with an aggregate gross floor area of approximately 10.3 million square feet in five countries, and two other facilities with storage and showroom functions with an aggregate gross floor 73 Table of Contents area of approximately 18,348 square feet in the U.S..
As of December 31, 2025, our global logistics network included 35 fulfillment centers with an aggregate gross floor area of approximately 11.3 million square feet in five countries, and two other facilities with storage and showroom functions with an aggregate gross floor area of approximately 18,348 square feet in the U.S..
The following table sets forth the breakdown of our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2024 2023 2022 $ % $ % $ % (In thousands, except for percentages) Operating expenses Selling and marketing expenses $ 70,686 6.1 $ 41,386 5.9 $ 24,038 4.9 General and administrative expenses 73,944 6.4 30,008 4.3 22,627 4.6 Research and development expenses 9,791 0.8 3,925 0.6 1,426 0.3 Losses on disposal of property and equipment 193 — 3,236 0.5 — — Total operating expenses $ 154,614 13.3 $ 78,555 11.2 $ 48,091 9.8 Selling and Marketing Expenses Our selling and marketing expenses primarily consist of staff cost which included share-based compensation, payroll and related expenses for personnel engaged in selling and marketing activities, platform service fees charged by third-party ecommerce websites arising from Product sales to C on Off-platform ecommerce channels, advertising expenses and traveling expenses.
The following table sets forth a breakdown of our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) Operating expenses Selling and marketing expenses $ 98,203 7.6 $ 70,686 6.1 $ 41,386 5.9 General and administrative expenses 46,559 3.6 73,944 6.4 30,008 4.3 Research and development expenses 10,832 0.8 9,791 0.8 3,925 0.6 Losses on disposal of property and equipment 96 — 193 — 3,236 0.5 Total operating expenses $ 155,690 12.1 $ 154,614 13.3 $ 78,555 11.2 Selling and Marketing Expenses Our selling and marketing expenses primarily consist of staff cost which included share-based compensation, payroll and related expenses for personnel engaged in selling and marketing activities, platform service fees charged by third-party ecommerce websites arising from Product sales to C on Off-platform ecommerce channels, advertising expenses and traveling expenses.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
We are focused on growing and retaining the number of sellers who choose to list their large parcel merchandise in our marketplace and utilize our logistics network for the shipping and handling of their products. Our number of active 3P sellers was 1,111 in 2024, compared to 815 in 2023, representing an increase of 36.3% from 2023.
We are focused on growing and retaining the number of sellers who choose to list their large parcel merchandise in our marketplace and utilize our logistics network for the shipping and handling of their products. Our number of active 3P sellers was 1,299 in 2025, compared to 1,111 in 2024, representing an increase of 16.9% from 2024.
We also plan to augment organic customer acquisition by adding additional sales and marketing employees to enhance seller and buyer growth. 72 Table of Contents Our Ability to Attract and Retain Buyers Buyers in our marketplace are typically resellers based in the U.S., Asia and Europe who procure large parcel merchandise to resell to end customers.
We also plan to augment organic customer acquisition by adding additional sales and marketing employees to enhance seller and buyer growth. 66 Table of Contents Our Ability to Attract and Retain Buyers 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.
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 charge drayage service fees in connection with transportation of products from ports to warehouses at a flat fee.
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 and size of the products.
The increase was primarily attributable to higher average bank deposits, wealth management products and investment and interest rates in 2024 compared to the previous period.
The increase was primarily attributable to higher average bank deposits, wealth management products and investment in 2025 compared to the previous period.
The table below sets forth a reconciliation of Adjusted EPS – diluted for the years indicated: For the Year Ended December 31, 2024 2023 2022 Net income per ordinary share – diluted $ 3.05 $ 2.30 $ 0.60 Adjustments, per ordinary share: Add: Income tax expense 0.36 0.51 0.29 Add: Interest expense 0.01 0.03 0.02 Less: Interest income (0.23) (0.08) (0.02) Add: Depreciation and amortization 0.21 0.07 0.06 Add: Share-based compensation expenses 0.41 0.06 0.38 Add: Non-recurring items (1) — — — Adjusted EPS – diluted $ 3.81 $ 2.89 $ 1.33 Weighted average number of ordinary shares outstanding - diluted 41,201,026 40,922,590 24,412,314 ____________________ (1) One of our fulfillment centers in Japan experienced a fire in March 2024.
The table below sets forth a reconciliation of Adjusted EPS – diluted for the years indicated: For the Year Ended December 31, 2025 2024 2023 Net income per ordinary share – diluted $ 3.59 $ 3.05 $ 2.30 Adjustments, per ordinary share: Add: Income tax expense 0.62 0.36 0.51 Add: Interest expense 0.01 0.01 0.03 Less: Interest income (0.31) (0.23) (0.08) Add: Depreciation and amortization 0.22 0.21 0.07 Add: Share-based compensation expenses 0.13 0.41 0.06 Add: Non-recurring items (1) — — — Adjusted EPS – diluted $ 4.26 $ 3.81 $ 2.89 Weighted average number of ordinary shares outstanding – diluted 38,232,899 41,201,026 40,922,590 ____________________ (1) One of our fulfillment centers in Japan experienced a fire in March 2024.
We view active 3P sellers as a key driver of the product catalog in our marketplace, which helps attract and retain buyers. The GigaCloud Marketplace offers SKUs across furniture, home appliances, fitness equipment and other large parcel categories from our active 3P sellers.
We view active 3P sellers as a key driver of the product catalog in our marketplace, which helps attract and retain buyers. The GigaCloud Marketplace offers SKUs across furniture, home appliances, fitness equipment and other large parcel categories from our active 3P sellers. The number of 3P SKUs was over 40,000 as of December 31, 2025.
Our GigaCloud Marketplace GMV continued to grow since inception, as shown below: 69 Table of Contents GigaCloud Marketplace GMV by Year ($ in thousands) Active 3P Sellers The number of active 3P sellers in the GigaCloud Marketplace increased to 1,111 in 2024 from 815 in 2023, which increased from 560 in 2022.
Our GigaCloud Marketplace GMV continued to grow since inception, as shown below: GigaCloud Marketplace GMV by Year ($ in thousands) Active 3P Sellers The number of active 3P sellers in the GigaCloud Marketplace increased to 1,299 in 2025 from 1,111 in 2024, which increased from 815 in 2023.
Overall Economic Trends The overall economic environment and related changes in customer behavior have a significant impact on our business. Customer spending on our products and services is primarily discretionary, and therefore positive economic conditions generally drive stronger business performance.
Overall Economic Trends The overall economic environment and related changes in customer behavior have a significant impact on our business. Consumer spending, which is discretionary, ultimately impacts platform users’ spending on our products and services, and therefore positive economic conditions generally drive stronger business performance.
Research and Development Expenses Research and development expenses increased by 151.3% to $9.8 million in 2024 from $3.9 million in 2023. The increase was primarily due to our dedication in expanding our research and development efforts, including an increase in the number of research and development projects and the number of employees that performed research and development function in 2024.
Research and Development Expenses Research and development expenses increased by 10.2% to $10.8 million in 2025 from $9.8 million in 2024. The increase was primarily due to our dedication in expanding our research and development efforts, including an increase in the number of employees that performed research and development function in 2025.
Active Buyers The number of active buyers in the GigaCloud Marketplace was 9,306 active buyers in 2024, 5,010 in 2023 and 4,156 in 2022, representing a year-over-year growth of 85.7% and 20.5%, respectively. We view the number of active buyers as a key driver of GMV and revenue for our GigaCloud Marketplace.
Active Buyers The number of active buyers in the GigaCloud Marketplace was 12,089 active buyers in 2025, 9,306 in 2024 and 5,010 in 2023, representing a year-over-year growth of 29.9% and 85.7%, respectively. We view the number of active buyers as a key driver of GMV and revenue for our GigaCloud Marketplace.
In 2024, furniture products accounted for more than 79% of GigaCloud Marketplace GMV, garden and outdoor furniture products accounted for approximately 13% of GigaCloud Marketplace GMV, and various other products including bath and faucets, luggage, pet products and others accounted for approximately 8% of GigaCloud Marketplace GMV.
In 2025, furniture products accounted for more than 78% of GigaCloud Marketplace GMV, garden and outdoor furniture products accounted for approximately 14% of GigaCloud Marketplace GMV, and various other products including bath and faucets, luggage, pet products and others accounted for approximately 8% of GigaCloud Marketplace GMV.
This was attributable to net income of $125.8 million in 2024, as adjusted by non-cash items and the effects of changes in working capital and other activities.
This was attributable to net income of $137.4 million in 2025, as adjusted by non-cash items and the effects of changes in working capital and other activities.
The geographic information for long-lived assets as of December 31, 2024, 2023 and 2022 is as follows: December 31, 2024 2023 2022 (In thousands) The United States $ 456,563 $ 400,554 $ 144,504 Others 24,865 22,982 12,717 Total long-lived assets $ 481,428 $ 423,536 $ 157,221 82 Table of Contents Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of GigaCloud Marketplace is located.
The geographic information for long-lived assets as of December 31, 2025, 2024 and 2023 is as follows: December 31, 2025 2024 2023 (In thousands) The United States $ 407,887 $ 456,563 $ 400,554 Others 55,849 24,865 22,982 Total long-lived assets $ 463,736 $ 481,428 $ 423,536 76 Table of Contents Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of GigaCloud Marketplace is located.
GigaCloud Marketplace GMV increased to $1,341.4 million in 2024 from $794.4 million in 2023 and $518.2 million in 2022, representing a year-over-year growth of 68.9% and 53.3%, respectively, primarily due to the continued increase in the numbers of sellers and buyers transacting in our marketplace as our marketplace continues to gain scale and market position.
GigaCloud Marketplace GMV increased to $1,576.8 million in 2025 from $1,341.4 million in 2024 and $794.4 million in 2023, representing a year-over-year growth of 17.5% and 68.8%, respectively, primarily due to the continued increase in the numbers of sellers and buyers transacting in our marketplace as our marketplace continues to gain scale and market position.
Our product revenues from off-platform ecommerce increased by 100.2% to $409.6 million in 2024 from $204.6 million in 2023. The increase was primarily due to increases in sales channels and sales volume in certain third-party off-platform ecommerce.
Our product revenues from off-platform ecommerce increased by 18.8% to $486.8 million in 2025 from $409.6 million in 2024. The increase was primarily due to increases in sales channels and sales volume in certain third-party off-platform ecommerce.
The table below sets forth a reconciliation of Adjusted EBITDA from net income for the years indicated: For the Year Ended December 31, 2024 2023 2022 (In thousands) Net income $ 125,808 $ 94,108 $ 23,972 Add: Income tax expense 14,806 20,887 7,192 Add: Interest expense 256 1,240 568 Less: Interest income (9,405) (3,304) (472) Add: Depreciation and amortization 8,524 2,873 1,386 Add: Share-based compensation expense 16,825 2,503 9,196 Add: Non-recurring items (1) 128 — — Adjusted EBITDA $ 156,942 $ 118,307 $ 41,842 ____________________ (1) One of our fulfillment centers in Japan experienced a fire in March 2024.
The table below sets forth a reconciliation of Adjusted EBITDA from net income for the years indicated: For the Year Ended December 31, 2025 2024 2023 (In thousands) Net income $ 137,372 $ 125,808 $ 94,108 Add: Income tax expense 23,818 14,806 20,887 Add: Interest expense 200 256 1,240 Less: Interest income (11,729) (9,405) (3,304) Add: Depreciation and amortization 8,332 8,524 2,873 Add: Share-based compensation expense 4,951 16,825 2,503 Add: Non-recurring items (1) — 128 — Adjusted EBITDA $ 162,944 $ 156,942 $ 118,307 ____________________ (1) One of our fulfillment centers in Japan experienced a fire in March 2024.
Our number of buyers and buyer GMV have grown consistently since inception, as shown below: 71 Table of Contents All Buyer GMV in GigaCloud Marketplace ($ in thousands, except for number of Active Buyers) Spend Per Active Buyer The spend per active buyer in our GigaCloud Marketplace were $144,142 in 2024, $158,569 in 2023 and $124,692 in 2022, representing a year-over-year decrease of 9.1% in 2024 and an increase 27.2% in 2023, respectively.
Our number of buyers and buyer GMV have grown consistently since inception, as shown below: 65 Table of Contents All Buyer GMV in GigaCloud Marketplace ($ in thousands, except for number of Active Buyers) Spend Per Active Buyer The spend per active buyer in our GigaCloud Marketplace were $130,431 in 2025, $144,142 in 2024 and $158,569 in 2023, representing a year-over-year decrease of 9.5% in 2025 and a decrease of 9.1% in 2024, respectively.
Adjustments to reconcile net income to net cash provided by operating activities primarily consisted of (i) changes in inventories of $46.9 million, (ii) changes in accounts payable, accrued expenses and other current liabilities of $38.2 million, (iii) operating lease of $29.3 million, (iv) share-based compensation of $16.8 million, (v) changes in deferred income taxes of $11.5 million and (vi) depreciation and amortization of $8.5 million.
Adjustments to reconcile net income to net cash provided by operating activities primarily consisted of (i) changes in accounts payable, accrued expenses and other current liabilities of $52.9 million, (ii) changes in inventories of $11.5 million, (iii) depreciation and amortization of $8.3 million, (iv) changes in accounts receivables of $5.8 million, (v) operating lease of $5.3 million, (vi) changes in prepayments and other assets of $5.2 million, (vii) share-based compensation of $5.0 million, (viii) changes in income tax payable of $3.7 million and (ix) deferred income taxes of $3.0 million.
Our product revenues from GigaCloud 1P increased by 33.5% to $400.5 million in 2024 from $299.9 million in 2023. The increase was primarily due to increases in GigaCloud Marketplace GMV and the number of buyers as our marketplace continued to grow in scale. • Product Revenues from Off-platform Ecommerce.
Our product revenues from GigaCloud 1P increased by 3.5% to $374.2 million in 2025 from $361.5 million in 2024. The increase was primarily due to increases in GigaCloud Marketplace GMV and the number of buyers as our marketplace continued to grow in scale. • Product Revenues from Off-platform Ecommerce.
We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. 62 Table of Contents Overview We are a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise.
Recent global economic uncertainties, inflation, higher interest rates, lower consumer confidence and demand for discretionary goods, and geopolitical events such as recent international trade disputes and the ongoing wars in Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red Sea could impact the demand of products and shipping and freight rates.
Recent global economic uncertainties, inflation, fluctuating interest rates, lower consumer confidence and demand for discretionary goods, and geopolitical events such as recent international trade disputes and the ongoing conflicts in Ukraine and in Israel and Gaza could impact the demand of products and freight rates.
See “Item 5. Operating and Financial Review and Prospects—Results of Operations—Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” therein, which was incorporated by reference herein. Segment Information for Fiscal Years 2024, 2023 and 2022 For the purpose of internal reporting and management's operation review, we do not segregate our business by revenue stream or geography.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” therein, which was incorporated by reference herein. 75 Table of Contents Segment Information for Fiscal Years 2025, 2024 and 2023 For the purpose of internal reporting and management's operation review, we do not segregate our business by revenue stream or geography.
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 GigaCloud Marketplace GMV The growth in GigaCloud Marketplace GMV, including GMV from both GigaCloud 3P and GigaCloud 1P, reflects our ability to attract and retain sellers and buyers in the GigaCloud Marketplace.
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 63 Table of Contents GigaCloud Marketplace GMV The growth in GigaCloud Marketplace GMV, including GMV from both GigaCloud 3P and GigaCloud 1P, reflects our ability to attract and retain sellers and buyers in the GigaCloud Marketplace.
Following the acquisitions, our results of operations are affected by the newly acquired businesses or operations, the purchase accounting for the acquisition, any debt incurred in connection with the acquisitions and expenditures made to integrate the newly acquired businesses or operations.
Following any new acquisition, our results of operations may be affected by the newly acquired businesses or operations, any liabilities incurred in connection with the acquisitions, and expenditures made to integrate the newly acquired businesses or operations.
As we continue to grow our GigaCloud Marketplace, we expect to dedicate our 75 Table of Contents logistics capacity to customers using our marketplace and to products sold on our own marketplace, and will opportunistically provide third-party logistics services when there is excess capacity within our network.
As we continue to grow our GigaCloud Marketplace, we expect to dedicate our logistics capacity to customers using our marketplace and to products sold on our own marketplace, and will opportunistically provide third-party logistics services when there is excess capacity within our network. Product Revenues—GigaCloud 1P We derive product revenues from the sale of our own inventory in our marketplace.
Spend per active buyer is a key driver of GMV and revenue for our GigaCloud Marketplace. We grow spend per active buyer by expanding our product categories, increasing buyers’ purchase frequency and raising the average price per purchase.
Spend per active buyer is a key driver of GMV and revenue for our GigaCloud Marketplace. We generally grow our spend per active buyer by expanding our product offerings, increasing buyers’ purchase frequency and raising the average price per purchase. The decrease in spend per active buyer in 2025 reflected the macroeconomic challenges faced by retailers.
This increase was primarily due to the increased market recognition and scale of our 79 Table of Contents GigaCloud Marketplace, leading to increases in our GigaCloud Marketplace GMV, sales volume and number of sellers and buyers. • Service Revenues from GigaCloud 3P . Our service revenues increased by 75.9% to $350.3 million in 2024 from $199.2 million in 2023.
This increase was primarily due to the increased market recognition and scale of our GigaCloud Marketplace, leading to increases in our GigaCloud Marketplace GMV, sales volume and number of sellers and buyers. • Service Revenues from GigaCloud 3P . Our service revenues increased by 10.0% to $428.2 million in 2025 from $389.3 million in 2024.
Product Revenues—GigaCloud 1P We derive product revenues from the sales of products through selling our own inventory in our marketplace. Our 1P business creates more products for buyers, gives us insights into seller needs, provides us with proprietary data and increases the velocity of sales in our marketplace.
Our 1P business creates more products for buyers, gives us insights into seller needs, provides us with proprietary data and increases the velocity of sales in our marketplace.
The increasing trend of our yearly 3P Sellers have demonstrated attractive consistent growth in both number of sellers and GigaCloud Marketplace GMV, as shown below: 3P Seller GMV in GigaCloud Marketplace ($ in thousands, except for number of Active 3P Sellers) 3P Seller GigaCloud Marketplace GMV 3P Seller GigaCloud Marketplace GMV represents the GMV our 3P Sellers transact in the GigaCloud Marketplace. 3P Seller GigaCloud Marketplace GMV was $693.9 million in 2024, $426.3 million in 2023 and $257.7 million in 2022, representing a year-over-year growth of 62.8% from 2023 and 65.4% from 2022, respectively. 3P Seller GigaCloud Marketplace GMV represented 51.7%, 53.7% and 49.7% of total GigaCloud Marketplace GMV in 2024, 2023 and 2022, respectively.
The increasing trend of each cohort has demonstrated attractive and consistent growth in both number of sellers and GigaCloud Marketplace GMV, as shown below: 64 Table of Contents 3P Seller GMV in GigaCloud Marketplace ($ in thousands, except for number of Active 3P Sellers) 3P Seller GigaCloud Marketplace GMV 3P Seller GigaCloud Marketplace GMV represents the GMV our 3P Sellers transact in the GigaCloud Marketplace. 3P Seller GigaCloud Marketplace GMV was $851.2 million in 2025, $693.9 million in 2024 and $426.3 million in 2023, representing a year-over-year growth of 22.7% from 2024 and 62.8% from 2023, respectively. 3P Seller GigaCloud Marketplace GMV represented 54.0%, 51.7% and 53.7% of total GigaCloud Marketplace GMV in 2025, 2024 and 2023, respectively.
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 68 Table of Contents 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.
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.
Non-GAAP Financial Measure To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate our core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation and amortization, further adjusted to exclude share-based compensation expenses and non-recurring items.
GAAP, we use Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate our core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation and amortization, further adjusted to exclude share-based compensation expenses and non-recurring items.
Our Ability to Effectively Invest in our Infrastructure and Technology Platform Our results of operations depend in part on our ability to invest in our infrastructure and technology platform to cost-effectively meet the demands of our anticipated growth.
We continue to evaluate opportunities to launch additional services. 67 Table of Contents Our Ability to Effectively Invest in our Infrastructure and Technology Platform Our results of operations depend in part on our ability to invest in our infrastructure and technology platform to cost-effectively meet the demands of our anticipated growth.
See the titles named operating activities, investing activities and financing 85 Table of Contents activities in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” therein, which was incorporated by reference herein.
We discussed our net cash provided by/used in operating activities, investing activities and financing activities in 2024 in the 2024 Form 10-K. See the titles named operating activities, investing activities and financing activities in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” therein, which was incorporated by reference herein.
Our company, GigaCloud Technology Inc, is a holding company incorporated in the Cayman Islands with no material operations of its own and is not a direct Chinese or Hong Kong operating company. We conduct our operations primarily through our principal subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries .
Our company, GigaCloud Technology Inc, is a holding company incorporated in the Cayman Islands. We conduct our operations primarily through our principal subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries.
Our marketplace is attractive to buyers because we minimize inventory risk from our buyers’ business operations. Our buyers can browse a product in our marketplace and list the product on their preferred ecommerce websites such as Rakuten, Amazon, Walmart, Wayfair, Home Depot and OTTO, or their own store prior to procuring and storing the product in a warehouse or shop.
Our buyers can browse products in our marketplace and list products on their preferred ecommerce websites such as Wayfair, Amazon, Home Depot, Walmart and Overstock, or their own store prior to procuring and storing the products in a warehouse or shop.
Recent and Future Acquisitions In addition to organic growth, we have grown through acquisitions that have deepened and expanded our presence in current markets and facilitated entry into attractive new markets.
Recent and Future Acquisitions In addition to organic growth, we have grown through acquisitions that have deepened and expanded our presence in current markets and facilitated entry into attractive new markets. In the past, we have completed strategic acquisitions to broaden our product offerings and supplement our supply chain, fulfillment and logistics capabilities.
Each yearly 3P Sellers represents the groups of sellers who first sold products in our GigaCloud Marketplace in that particular year. The Active 3P Sellers shows the total number of sellers who had sold at least one item in our GigaCloud Marketplace in the last 12 months.
Active 3P Sellers are the total number of sellers who had sold at least one item in our GigaCloud Marketplace in the last 12 months.
Our Ability to Broaden Service Offerings Our results of operations are also affected by our ability to introduce new service offerings. We have a history of expanding our service offering to enhance our customer experience and to increase revenues. We started our business by primarily selling our own self-procured large parcel merchandise directly to end customers.
We have a history of expanding our service offerings to enhance our customer experience and to increase revenues. We started our business by primarily selling our own self-procured large parcel merchandise directly to end customers. We expanded our service offerings and launched our GigaCloud Marketplace in 2019.
We plan to expand our active buyers by enhancing our marketplace product categories, and leveraging referrals from existing users. The chart below displays the yearly GigaCloud Marketplace GMV of our buyers in our GigaCloud Marketplace from inception in 2019 to 2024.
We plan to expand our active buyers by enhancing our marketplace product offerings, and leveraging referrals from existing users. The chart below displays the yearly GigaCloud Marketplace GMV of our buyers in our GigaCloud Marketplace from inception in 2019 to 2025. Each cohort represents the group of buyers who first purchased products in our GigaCloud Marketplace in that particular year.
Each yearly Buyers represent the groups of buyers who first purchased products in our GigaCloud Marketplace in that particular year. The Active Buyers shows the total number of buyers who had made at least one purchase in our GigaCloud Marketplace in the last 12 months.
Active Buyers are the total number of buyers who had made at least one purchase in our GigaCloud Marketplace in the last 12 months.
We discussed our net cash provided by/used in operating activities, investing activities and financing activities in 2022 in the 2022 Form 20-F. See the titles named operating activities, investing activities and financing activities in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” therein, which was incorporated by reference herein.
We discussed our net cash provided by/used in operating activities, investing activities and financing activities in 2023 in the 2023 Form 10-K. See the titles named operating activities, investing activities and financing activities in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” therein, which was incorporated by reference herein.
Service Revenues—GigaCloud 3P We derive service revenues primarily through the various 3P activities of sellers and buyers in the GigaCloud Marketplace, including revenues from platform commission, ocean transportation service, warehousing service, last-mile delivery service, packaging service, drayage service and others.
No other individual region's revenues exceeded 10% of the Company’s total revenues for the years ended December 31, 2025, 2024 and 2023. 69 Table of Contents Service Revenues—GigaCloud 3P We derive service revenues primarily through the various 3P activities of sellers and buyers in the GigaCloud Marketplace, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, packaging service, last-mile delivery service and others.
Gross Profit and Margin The table below sets forth a breakdown of our gross profit and gross profit margin for each of the periods presented: For the Year Ended December 31, 2024 2023 2022 (In thousands, except for percentages) Gross Profit $ 285,236 $ 188,633 $ 83,114 Gross Margin (%) 24.6 % 26.8 % 17.0 % 76 Table of Contents Operating Expenses Our operating expenses consist of selling and marketing expenses, general and administrative expenses, research and development expenses and losses on disposal of property and equipment.
Shipping and handling costs primarily consist of those costs incurred during the delivery process, including the expenses attributable to shipment and handling activities, when we deliver a good to a customer. 70 Table of Contents Gross Profit and Margin The table below sets forth our gross profit and gross profit margin for each of the periods presented: For the Year Ended December 31, 2025 2024 2023 (In thousands, except for percentages) Gross Profit $ 300,666 $ 285,236 $ 188,633 Gross Margin (%) 23.3 % 24.6 % 26.8 % Operating Expenses Our operating expenses consist of selling and marketing expenses, general and administrative expenses, research and development expenses and losses on disposal of property and equipment.
The increase was attributable to: ◦ an increase in revenues from last mile delivery services by 47.7% to $156.6 million in 2024 from $106.0 million in 2023 as our GigaCloud Marketplace GMV and delivery volume continued to increase; ◦ an increase in revenues from ocean transportation services by 234.0% to $65.8 million in 2024 from $19.7 million in 2023 as our GigaCloud Marketplace GMV and delivery volume continued to increase, as well as an increase in the pricing of ocean transportation services during the period; ◦ an increase in revenues from warehousing services by 89.3% to $46.2 million in 2024 from $24.4 million in 2023 as we handled more products as our GigaCloud Marketplace GMV continued to increase; ◦ an increase in revenues from packaging service by 73.4% to $30.0 million in 2024 from $17.3 million in 2023 as we handled more products as our GigaCloud Marketplace GMV continued to increase; ◦ an increase in revenues from platform commission by 50.9% to $16.9 million in 2024 from $11.2 million in 2023 as our GigaCloud Marketplace GMV continued to increase; ◦ an increase in revenues from drayage services by 41.7% to $15.2 million in 2024 from $10.8 million in 2023 as our GigaCloud Marketplace GMV and delivery volume continued to increase; and ◦ an increase in revenues from other services by 101.0% to $19.7 million in 2024 from $9.8 million in 2023 as revenues generated by Wondersign and other miscellaneous services increased. • Product Revenues from GigaCloud 1P.
The increase was attributable to: ◦ an increase in revenues from last mile delivery services by 25.2% to $245.0 million in 2025 from $195.6 million in 2024 as our GigaCloud Marketplace GMV and delivery volume continued to increase; ◦ an increase in revenues from warehousing services by 26.4% to $58.3 million in 2025 from $46.2 million in 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase; 73 Table of Contents ◦ an increase in revenues from packaging service by 14.7% to $34.4 million in 2025 from $30.0 million in 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase; ◦ an increase in revenues from platform commission by 16.6% to $19.7 million in 2025 from $16.9 million in 2024 as our GigaCloud Marketplace GMV continued to increase; ◦ an increase in revenues from other services by 7.6% to $21.2 million in 2025 from $19.7 million in 2024 as revenues from other ancillary logistics and platform services increased; partially offset by ◦ a decrease in revenues from ocean transportation services by 43.3% to $37.2 million in 2025 from $65.8 million in 2024 as the pricing of ocean transportation services decreased during the period; and ◦ a decrease in revenues from drayage services by 18.4% to $12.4 million in 2025 from $15.2 million in 2024 as drayage prices decreased. • Product Revenues from GigaCloud 1P.
The following table sets forth the breakdown of our revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2024 2023 2022 $ % $ % $ % (In thousands, except for percentages) Revenues Service revenues Platform commission $ 16,879 1.5 $ 11,187 1.6 $ 6,872 1.4 Ocean transportation service 65,759 5.7 19,703 2.8 37,957 7.7 Drayage service 15,214 1.3 10,762 1.5 5,007 1.0 Warehousing service 46,189 4.0 24,423 3.5 16,242 3.3 Last-mile delivery service 156,585 13.5 105,978 15.1 62,745 12.8 Packaging service 29,951 2.6 17,296 2.5 7,735 1.6 Others 19,696 1.7 9,835 1.4 4,070 0.8 Subtotal 350,273 30.2 199,184 28.3 140,628 28.7 Product revenues Off-platform ecommerce 409,639 35.3 204,622 29.1 117,761 24.0 GigaCloud 1P 400,511 34.5 299,930 42.6 231,682 47.3 Others 619 0.1 95 — — — Subtotal 810,769 69.8 504,647 71.7 349,443 — 71.3 Total $ 1,161,042 100.0 $ 703,831 100.0 $ 490,071 100.0 Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of GigaCloud Marketplace is located.
The following table sets forth a breakdown of our revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) Revenues Service revenues Platform commission $ 19,650 1.5 $ 16,879 1.5 $ 11,187 1.6 Ocean transportation service 37,226 2.9 65,759 5.7 19,703 2.8 Drayage service 12,375 1.0 15,214 1.3 10,762 1.5 Warehousing service 58,346 4.5 46,189 4.0 24,423 3.5 Packaging service 34,394 2.7 29,951 2.6 17,296 2.5 Last-mile delivery service 244,952 19.0 195,646 16.9 142,734 20.3 Others 21,242 1.6 19,696 1.7 9,835 1.4 Subtotal 428,185 33.2 389,334 33.5 235,940 33.5 Product revenues Off-platform ecommerce 486,834 37.7 409,639 35.3 204,622 29.1 GigaCloud 1P 374,247 29.0 361,450 31.1 263,174 37.4 Others 631 — 619 0.1 95 — Subtotal 861,712 66.8 771,708 66.5 467,891 66.5 Total $ 1,289,897 100.0 $ 1,161,042 100.0 $ 703,831 100.0 68 Table of Contents Revenues reported are attributed to geographic areas based on locations of our fulfillment centers, except for platform commission revenues which are attributed to Hong Kong, where the server of GigaCloud Marketplace is located.
The following table sets forth the breakdown of our cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2024 2023 2022 $ % $ % $ % (In thousands, except for percentages) Cost of revenues Services $ 284,951 24.5 $ 161,215 22.9 $ 120,102 24.5 Products 590,855 50.9 353,983 50.3 286,855 58.5 Total $ 875,806 75.4 $ 515,198 73.2 $ 406,957 83.0 Cost of Services Cost of services primarily consists of domestic delivery costs, an allocated portion of fulfillment center rental expenses, and costs associated with the operation of the GigaCloud Marketplace.
The following table sets forth a breakdown of our cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented: For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) Cost of revenues Services $ 384,538 29.8 $ 318,111 27.4 $ 191,830 27.3 Products 604,693 46.9 557,695 48.0 323,368 45.9 Total $ 989,231 76.7 $ 875,806 75.4 $ 515,198 73.2 Cost of Services Cost of services primarily consists of delivery costs, an allocated portion of fulfillment center rental expenses, and costs associated with the operation of the GigaCloud Marketplace.
In July 2022, we entered into a two-year credit facility agreement with Wells Fargo Bank, National Association, under which we are able to borrow up to $30 million during the term of the facility. The credit facility also requires us to comply with various customary covenants and other restrictions.
As of December 31, 2025, we had $379.8 million in cash and cash equivalents, $0.8 million in restricted cash and $36.3 million in short-term investments. In July 2022, we entered into a two-year credit facility agreement with Wells Fargo Bank, National Association, under which we are able to borrow up to $30 million during the term of the facility.
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.” The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2024 2023 2022 (In thousands) Summary of Consolidated Statement of Cash Flow Data: Net cash provided by operating activities $ 158,078 $ 133,452 $ 49,656 Net cash used in investing activities (55,419) (90,547) (709) Net cash provided by (used in) financing activities (24,969) (4,003) 31,887 Effect of foreign currency exchange rate changes on cash and restricted cash (1,414) 190 380 Net increase in cash and restricted cash 76,276 39,092 81,214 Cash and restricted cash at the beginning of the year 184,168 145,076 63,862 Cash and restricted cash at the end of the year $ 260,444 $ 184,168 $ 145,076 Operating Activities Net cash provided by operating activities in 2024 was $158.1 million, as compared to $133.5 million in 2023.
The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2025 2024 2023 (In thousands) Summary of Consolidated Statement of Cash Flow Data: Net cash provided by operating activities $ 190,660 $ 158,078 $ 133,452 Net cash used in investing activities (5,089) (55,419) (90,547) Net cash used in financing activities (67,780) (24,969) (4,003) Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash 2,305 (1,414) 190 Net increase in cash, cash equivalents and restricted cash 120,096 76,276 39,092 Cash, cash equivalents and restricted cash at the beginning of the year 260,444 184,168 145,076 Cash, cash equivalents and restricted cash at the end of the year $ 380,540 $ 260,444 $ 184,168 Operating Activities Net cash provided by operating activities in 2025 was $190.7 million, as compared to $158.1 million in 2024.
Selling and Marketing Expenses Our selling and marketing expenses increased by 70.8% to $70.7 million in 2024 from $41.4 million in 2023, which was primarily due to (i) an increase in platform service fee we incurred on certain third-party ecommerce websites by 75.4% to $30.7 million in 2024 from $17.5 million in 2023 as sales volume and sales channels both increased, (ii) an increase in staff cost related to selling and marketing personnel by 61.3% to $30.0 million in 2024 from $18.6 million in 2023 primarily due to increase in the number of staff and higher share-based compensation expenses linked to higher share prices for awards granted and vested in 2024, and (iii) an increase in advertising expense by 71.8% to $6.7 million in 2024 from $3.9 million in 2023 as we increased our marketing efforts.
Our gross margin was 23.3% in 2025 and 24.6% in 2024. 74 Table of Contents Selling and Marketing Expenses Our selling and marketing expenses increased by 38.9% to $98.2 million in 2025 from $70.7 million in 2024, which was primarily due to (i) an increase in platform service fee we incurred on certain third-party ecommerce websites by 46.3% to $44.9 million in 2025 from $30.7 million in 2024 as sales volume and sales channels both increased, (ii) an increase in staff cost related to selling and marketing personnel by 37.7% to $41.3 million in 2025 from $30.0 million in 2024 primarily due to increase in the number of staff and the commission paid to them, and (iii) an increase in traveling expense by 88.9% to $1.7 million in 2025 from $0.9 million in 2024 primarily due to increase in business trips for our staff.
If we determine that our cash requirements exceed the amount of cash we have on hand, we may seek to issue equity or equity-linked securities or obtain debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders.
We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash we have on hand, we may seek to issue equity or equity-linked securities or obtain debt financing.
We expanded our service offerings and launched our GigaCloud Marketplace in 2019. The platform has since become a significant contributor to our overall revenues, accounting for 64.7%, 70.9% and 76.0% of our total revenues in 2024, 2023 and 2022, respectively. We continue to evaluate opportunities to launch additional services.
The platform has since become a significant contributor to our overall revenues, accounting for 62.2%, 64.7% and 70.9% of our total revenues in 2025, 2024 and 2023, respectively.
For the Year Ended December 31, 2024 2023 2022 $ % $ % $ % (In thousands, except for percentages) Revenues Service revenues $ 350,273 30.2 $ 199,184 28.3 $ 140,628 28.7 Product revenues 810,769 69.8 504,647 71.7 349,443 71.3 Total revenues 1,161,042 100.0 703,831 100.0 490,071 100.0 Cost of revenues Services 284,951 24.5 161,215 22.9 120,102 24.5 Products 590,855 50.9 353,983 50.3 286,855 58.5 Total cost of revenues 875,806 75.4 515,198 73.2 406,957 83.0 Gross profit 285,236 24.6 188,633 26.8 83,114 17.0 Operating expenses Selling and marketing expenses 70,686 6.1 41,386 5.9 24,038 4.9 General and administrative expenses 73,944 6.4 30,008 4.3 22,627 4.6 Research and development expenses 9,791 0.8 3,925 0.6 1,426 0.3 Losses on disposal of property and equipment 193 — 3,236 0.5 — — Total operating expenses 154,614 13.3 78,555 11.2 48,091 9.8 Operating income 130,622 11.3 110,078 15.6 35,023 7.1 Interest expense (256) — (1,240) (0.2) (568) (0.1) Interest income 9,405 0.8 3,304 0.5 472 0.1 Foreign currency exchange gains (losses), net (1,233) (0.1) 2,086 0.3 (4,854) (1.0) Government grants 37 — 911 0.1 1,085 0.2 Others, net 2,039 0.2 (144) — 6 — Income before income taxes 140,614 12.1 114,995 16.3 31,164 6.4 Income tax expense (14,806) (1.3) (20,887) (3.0) (7,192) (1.5) Net income $ 125,808 10.8 $ 94,108 13.4 $ 23,972 4.9 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues, which primarily consist of service revenues generated from GigaCloud 3P and product revenues generated from GigaCloud 1P and off-platform ecommerce sales, increased by 65.0% to $1,161.0 million in 2024 from $703.8 million in 2023.
For the Year Ended December 31, 2025 2024 2023 $ % $ % $ % (In thousands, except for percentages) Revenues Service revenues $ 428,185 33.2 $ 389,334 33.5 $ 235,940 33.5 Product revenues 861,712 66.8 771,708 66.5 467,891 66.5 Total revenues 1,289,897 100.0 1,161,042 100.0 703,831 100.0 Cost of revenues Services 384,538 29.8 318,111 27.4 191,830 27.3 Products 604,693 46.9 557,695 48.0 323,368 45.9 Total cost of revenues 989,231 76.7 875,806 75.4 515,198 73.2 Gross profit 300,666 23.3 285,236 24.6 188,633 26.8 Operating expenses Selling and marketing expenses 98,203 7.6 70,686 6.1 41,386 5.9 General and administrative expenses 46,559 3.6 73,944 6.4 30,008 4.3 Research and development expenses 10,832 0.8 9,791 0.8 3,925 0.6 Losses on disposal of property and equipment 96 — 193 — 3,236 0.5 Total operating expenses 155,690 12.1 154,614 13.3 78,555 11.2 Operating income 144,976 11.2 130,622 11.3 110,078 15.6 Interest expense (200) — (256) — (1,240) (0.2) Interest income 11,729 0.9 9,405 0.8 3,304 0.5 Foreign currency exchange gains (losses), net 175 — (1,233) (0.1) 2,086 0.3 Others, net 4,510 0.3 2,076 0.2 767 0.1 Income before income taxes 161,190 12.5 140,614 12.1 114,995 16.3 Income tax expense (23,818) (1.8) (14,806) (1.3) (20,887) (3.0) Net income $ 137,372 10.6 $ 125,808 10.8 $ 94,108 13.4 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues Our revenues, which primarily consist of service revenues generated from GigaCloud 3P and product revenues generated from GigaCloud 1P and off-platform ecommerce sales, increased by 11.1% to $1,289.9 million in 2025 from $1,161.0 million in 2024.
Income Tax Expense We had income tax expense of $14.8 million in 2024 and $20.9 million in 2023, primarily due to tax planning which optimized our tax structure in 2024. Net Income As a result of the foregoing, our net income was $125.8 million in 2024 and $94.1 million in 2023.
Income tax expense in 2025 was higher than in 2024 primarily due to higher pre-tax income. Net Income As a result of the foregoing, our net income was $137.4 million in 2025 and $125.8 million in 2024.
Foreign Currency Exchange Gains / (Losses), Net We had foreign currency exchange losses, net of $1.2 million in 2024 and foreign currency exchange gains, net of $2.1 million in 2023, primarily attributable to the overall depreciation of Japanese Yen and Euro over U.S. dollar in 2024, as compared to an overall appreciation in 2023.
Foreign Currency Exchange Gains / (Losses), Net We had foreign currency exchange gains, net of $0.2 million in 2025 due to the fluctuation in foreign currency exchange rates between the U.S. dollar and both the Japanese Yen and the Euro during the period. Foreign currency exchange losses, net was $1.2 million in 2024, .
The fire destroyed our inventories located within the fulfillment center. We recognized losses of $2.0 million as a result of the fire.
The fire destroyed our inventories located within the fulfillment center. We recognized losses of $2.0 million as a result of the fire. Based on the provisions of our insurance policies, the gross losses were reduced by the insurance proceeds received $1.9 million from our insurance carrier for the claim.
The fire destroyed our inventories located within the fulfillment center. We recognized losses of $2.0 million as a result of the fire.
The fire destroyed our inventories located within the fulfillment center. We recognized losses of $2.0 million as a result of the fire. Based on the provisions of our insurance policies, the gross losses were reduced by the insurance proceeds received $1.9 million from our insurance carrier for the claim.

… 55 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeInflation In the U.S., in 2024, as well as presently, we have experienced inflationary pressures across various parts of our business and operations, including but not limited to rising costs across our supply chain. We continue to monitor the impact of inflation in order to minimize its effects through revisions in our budgeting, strategy and procurement efforts.
Biggest changeThe following analysis provides additional information regarding these risks. 81 Table of Contents Inflation In the recent years, we have experienced inflationary pressures in the U.S., across various parts of our business and operations, including but not limited to rising costs across our supply chain.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks from inflation, foreign exchange rates and changes in interest rates. All of these market risks arise in the ordinary course of business, as we do not engage in speculative trading activities. The following analysis provides additional information regarding these risks.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks from inflation, foreign exchange rates and changes in interest rates. All of these market risks arise in the ordinary course of business, as we do not engage in speculative trading activities.
We have entered into a number of contracts with third-party transportation service providers to mitigate the impact against any 87 Table of Contents further increase in ocean freight costs in the short term.
We continue to monitor the impact of inflation in order to minimize its effects through revisions in our budgeting, strategy and procurement efforts. We have entered into a number of contracts with third-party transportation service providers to mitigate the impact against any further increase in ocean freight costs in the short term.