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GigaCloud Technology Inc

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

GCT$58.37-7.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001857816-25-000121

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001857816-26-000055

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 201 previous paragraphs and 185 current paragraphs.

70 unchanged; 79 reworded; 34 added; 49 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (34)

Current report

◦an increase in revenues from platform services by 27.9% to $5.5 million in the three months ended March 31, 2026 from $4.3 million in the three months ended March 31, 2025 as our GigaCloud Marketplace GMV continued to increase;

Current report

◦a decrease in revenues from ocean transportation services by 31.6% to $7.8 million in the three months ended March 31, 2026 from $11.4 million in the three months ended March 31, 2025 as the pricing and volume of ocean transportation services decreased during the period.

Current report

Our cost of revenues increased by 31.4% to $273.6 million in the three months ended March 31, 2026 from $208.2 million in the three months ended March 31, 2025.

Current report

◦an increase in delivery cost by 37.7% to $74.9 million in the three months ended March 31, 2026 from $54.4 million in the three months ended March 31, 2025, as last mile delivery costs and products handled increased during the period;

Current report

◦an increase in staff cost by 21.4% to $6.8 million in the three months ended March 31, 2026 from $5.6 million in the three months ended March 31, 2025 as our operating staff continued to increase; and

Current report

◦an increase in other cost of services by 81.8% to $2.0 million in the three months ended March 31, 2026 from $1.1 million in the three months ended March 31, 2025.

Current report

◦an increase in staff cost by 38.6% to $7.9 million in the three months ended March 31, 2026 from $5.7 million in the three months ended March 31, 2025 as we increased the number of employees; and

Current report

◦an increase in rental costs by 19.7% to $15.2 million in the three months ended March 31, 2026 from $12.7 million in the three months ended March 31, 2025 due to more warehousing space and equipment being used for product revenue generating activities.

Current report

Losses on disposal of property and equipment were $5 thousand in the three months ended March 31, 2026 and $12 thousand in the three months ended March 31, 2025.

Current report

Interest expense was $120 thousand in the three months ended March 31, 2026 and $23 thousand in the three months ended March 31, 2025.

Current report

Interest income was $3.0 million in the three months ended March 31, 2026 and $2.6 million in the three months ended March 31, 2025.

Current report

Income tax expense was $7.8 million in the three months ended March 31, 2026 and $5.4 million in the three months ended March 31, 2025, primarily due to higher pre-tax income.

Current report

In December 2025, we entered into a credit facility agreement for letter of guarantee with China CITIC Bank, or CITIC Bank, under which we are provided with a credit facility not exceeding RMB60 million, commencing from December 2025 to September 2026. As of the date of this quarterly report, we have not made any draw downs from this credit facility.
Removed paragraphs (49)

Previous report

Our income from government grants primarily consists of industry related government subsidies.

Previous report

◦a decrease in revenues from ocean transportation services by 63.4% to $9.6 million in the three months ended September 30, 2025 from $26.2 million in the three months ended September 30, 2024 due to a decrease in the pricing of ocean transportation services during the period and a decrease in the ocean transportation delivery volume;

Previous report

◦a decrease in revenues from drayage services by 27.7% to $3.4 million in the three months ended September 30, 2025 from $4.7 million in the three months ended September 30, 2024 similar to the trend in our revenues from ocean transportation services as ocean transportation delivery volume decreased;

Previous report

Our cost of revenues increased by 13.0% to $255.6 million in the three months ended September 30, 2025 from $226.1 million in the three months ended September 30, 2024.

Previous report

◦an increase in delivery cost by 9.7% to $69.9 million in the three months ended September 30, 2025 from $63.7 million in the three months ended September 30, 2024 as last mile costs and our sales increased during the period, partially offset by a decrease in ocean freight costs; and

Previous report

◦an increase in rental cost by 27.8% to $18.4 million in the three months ended September 30, 2025 from $14.4 million in the three months ended September 30, 2024 as the total square footage of our fulfillment centers increased.

Previous report

As a result of the foregoing, our gross profit and gross margin were $77.0 million and 23.2% in the three months ended September 30, 2025, respectively, compared to $77.3 million and 25.5% in the three months ended September 30, 2024, respectively.

Previous report

We had losses on disposal of property and equipment of $7 thousand in the three months ended September 30, 2025 compared to $45 thousand in the three months ended September 30, 2024.

Previous report

We had interest expenses of $71 thousand in the three months ended September 30, 2025 and $87 thousand in the three months ended September 30, 2024.

Previous report

We had interest income of $3.1 million in the three months ended September 30, 2025 and $2.7 million in the three months ended September 30, 2024. The increase was primarily attributable to higher average bank deposits, wealth management products and investment in the three months ended September 30, 2025 compared to the previous period.

Previous report

We had government grant of $40 thousand and $21 thousand in the three months ended September 30, 2025 and 2024, respectively.

Previous report

We had income tax expense of $6.9 million and $7.2 million in the three months ended September 30, 2025 and 2024, respectively.

Previous report

Comparison of Nine Months Ended September 30, 2025 and 2024

Previous report

•Service Revenues from GigaCloud 3P. Our service revenues increased by 5.9% to $299.4 million in the nine months ended September 30, 2025 from $282.8 million in the nine months ended September 30, 2024. The increase was attributable to:

Previous report

◦an increase in revenues from last mile delivery services by 18.0% to $164.1 million in the nine months ended September 30, 2025 from $139.1 million in the nine months ended September 30, 2024 as our GigaCloud Marketplace GMV and delivery volume continued to increase;

Previous report

◦an increase in revenues from warehousing services by 34.3% to $42.3 million in the nine months ended September 30, 2025 from $31.5 million in the nine months ended September 30, 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase;

Previous report

◦an increase in revenues from packaging services by 13.1% to $24.2 million in the nine months ended September 30, 2025 from $21.4 million in the nine months ended September 30, 2024 as we handled more products as our GigaCloud Marketplace GMV continued to increase;

Previous report

◦an increase in revenues from platform commission by 14.6% to $14.1 million in the nine months ended September 30, 2025 from $12.3 million in the nine months ended September 30, 2024 as our GigaCloud Marketplace GMV continued to increase;

Previous report

◦an increase in revenues from other services by 8.1% to $16.1 million in the nine months ended September 30, 2025 from $14.9 million in the nine months ended September 30, 2024;

Previous report

◦a decrease in revenues from ocean transportation services by 43.1% to $29.3 million in the nine months ended September 30, 2025 from $51.5 million in the nine months ended September 30, 2024 due to a decrease in the pricing of ocean transportation services during the period and a decrease in the ocean transportation delivery volume;

Previous report

◦a decrease in revenues from drayage services by 21.0% to $9.4 million in the nine months ended September 30, 2025 from $11.9 million in in the nine months ended September 30, 2024, similar to the trend in our revenues from ocean transportation services as ocean transportation delivery volume decreased.

Previous report

•Product Revenues from Off-platform Ecommerce. Our product revenues from off-platform ecommerce increased by 12.8% to $353.4 million in the nine months ended September 30, 2025 from $313.2 million in the nine months ended September 30, 2024. The increase was primarily due to increases in sales channels and increases in sales volume on certain third-party off-platform ecommerce channels.

Previous report

Our cost of revenues increased by 10.0% to $709.4 million in the nine months ended September 30, 2025 from $645.0 million in the nine months ended September 30, 2024.

Previous report

•Our cost of services increased by 13.6% to $263.5 million in the nine months ended September 30, 2025 from $231.9 million in the nine months ended September 30, 2024, primarily due to:

Previous report

◦an increase in rental cost by 46.5% to $52.3 million in the nine months ended September 30, 2025 from $35.7 million in the nine months ended September 30, 2024 as the total square footage of our fulfillment centers increased;

Previous report

◦an increase in delivery cost by 6.6% to $183.8 million in the nine months ended September 30, 2025 from $172.5 million in the nine months ended September 30, 2024 as last mile costs and our sales increased during the period, partially offset by a decrease in ocean freight costs;

Previous report

◦an increase in depreciation costs by 130.0% to $2.3 million in the nine months ended September 30, 2025 from $1.0 million in the nine months ended September 30, 2024 due to utilization of more warehousing space for GigaCloud 3P products; and

Previous report

◦an increase in staff cost by 4.7% to $17.9 million in the nine months ended September 30, 2025 from $17.1 million in the nine months ended September 30, 2024 as we increased the number of employees.

Previous report

•Our cost of products increased by 7.9% to $445.9 million in the nine months ended September 30, 2025 from $413.1 million in the nine months ended September 30, 2024, primarily due to:

Previous report

◦an increase in product cost by 7.0% to $349.7 million in the nine months ended September 30, 2025 from $326.8 million in the nine months ended September 30, 2024 as sales volume, and inventory procurement cost increased during the period;

Previous report

◦an increase in delivery cost by 33.6% to $30.2 million in the nine months ended September 30, 2025 from $22.6 million in the nine months ended September 30, 2024 as our sales volume increased;

Previous report

◦an increase in staff cost by 11.4% to $18.5 million in the nine months ended September 30, 2025 from $16.6 million in the nine months ended September 30, 2024 as we increased the number of employees;

Previous report

◦an increase in rental cost by 1.7% to $41.3 million in the nine months ended September 30, 2025 from $40.6 million in the nine months ended September 30, 2024, as the total square footage of our fulfillment centers increased; and

Previous report

Our general and administrative expenses decreased by 37.0% to $35.9 million in the nine months ended September 30, 2025 from $57.0 million in the nine months ended September 30, 2024, which was primarily due to (i) a decrease in rental expense by 59.5% to $6.0 million in the nine months ended September 30, 2025 from $14.8 million in the nine months ended September 30, 2024, primarily because the fulfillment centers newly acquired in previous periods have become fully operational during the nine months ended September 30, 2025 and the related expenses were moved from rental expenses to operational costs, (ii) a decrease in staff cost related to general and administrative personnel by 41.1% to $14.5 million in the nine months ended September 30, 2025 from $24.6 million in the nine months ended September 30, 2024 primarily due to a decrease in the number of general and administrative personnel, as well as an overall decrease in employee incentives paid to general and administrative personnel, and (iii) a decrease in professional service expense by 9.1% to $7.0 million in the nine months ended September 30, 2025 from $7.7 million in the nine months ended September 30, 2024 as we required less professional services during the period.

Previous report

Research and development expenses increased by 10.8% to $8.2 million in the nine months ended September 30, 2025 from $7.4 million in the nine months ended September 30, 2024. 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 to perform research and development function.

Previous report

We had losses on disposal of property and equipment of $127 thousand in the nine months ended September 30, 2025, compared to $213 thousand in the nine months ended September 30, 2024.

Previous report

We had interest expenses of $126 thousand in the nine months ended September 30, 2025 and $227 thousand in the nine months ended September 30, 2024.

Previous report

We had interest income of $8.6 million in the nine months ended September 30, 2025 and $6.6 million in the nine months ended September 30, 2024. The increase was primarily attributable to higher average bank deposits, wealth management products and investment in the nine months ended September 30, 2025 compared to the previous period.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Reworded paragraphs (79)

Previous wording

We are a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise. We generate revenues primarily through three revenue streams:

Current wording

We are a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. We generate revenues primarily through three revenue streams:

Previous wording

•GigaCloud 3P: generates service revenues, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, last-mile delivery service, packaging service and others, by facilitating transactions between sellers and buyers in our GigaCloud Marketplace.

Current wording

•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.

Previous wording

•Off-platform ecommerce: generates product revenues through the sale of our inventory to and through third-party ecommerce websites.

Current wording

•Off-platform: generates product revenues through the sale of our inventory to and through third-party ecommerce websites and to brick-and-mortar retailers.

Previous wording

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.

Current wording

GMV from GigaCloud 3P and GigaCloud 1P together make up our GigaCloud Marketplace GMV, and GMV from off-platform 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.

Previous wording

GigaCloud Marketplace GMV increased to $1,488.5 million in the 12 months ended September 30, 2025 from $1,233.6 million in the 12 months ended September 30, 2024, representing a growth of 20.7% period-over-period, 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.

Current wording

GigaCloud Marketplace GMV increased to $1,664.6 million in the 12 months ended March 31, 2026 from $1,416.7 million in the 12 months ended March 31, 2025, representing a growth of 17.5% period-over-period, primarily due to the continued increase in the numbers of sellers and buyers transacting in our marketplace as our marketplace continued to gain scale and market position.

Previous wording

The number of active 3P sellers in the GigaCloud Marketplace increased to 1,232 in the 12 months ended September 30, 2025 from 1,051 in the 12 months ended September 30, 2024, representing an increase of 17.2% period-over-period. 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 SKUs from active 3P sellers was over 30,000 as of September 30, 2025. We expect to grow the number of active 3P sellers through geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. We also leverage our 1P inventory sales to establish new markets, reducing the risk in geographic expansion for new sellers, and increasing the appeal for new sellers to join our marketplace.

Current wording

The number of active 3P sellers in the GigaCloud Marketplace increased to 1,377 in the 12 months ended March 31, 2026 from 1,154 in the 12 months ended March 31, 2025, representing an increase of 19.3% period-over-period. 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 SKUs was over 50,000 as of March 31, 2026. We expect to grow the number of active 3P sellers through geographic expansion, suppliers outreach, marketing initiatives, referrals, and word-of-mouth. We also leverage our 1P inventory sales to establish new markets, reducing the risk in geographic expansion for new sellers, and increasing the appeal for new sellers to join our marketplace.

Previous wording

3P Seller GigaCloud Marketplace GMV represents the GMV our 3P Sellers transact in the GigaCloud Marketplace. 3P Seller GigaCloud Marketplace GMV increased to $790.4 million in the 12 months ended September 30, 2025 from $635.5 million in 12 months ended September 30, 2024, representing an increase of 24.4% period-over-period. 3P Seller GigaCloud Marketplace GMV represented 53.1% and 51.5% of total GigaCloud Marketplace GMV in the 12 months ended September 30, 2025 and September 30, 2024, respectively.

Current wording

3P Seller GigaCloud Marketplace GMV represents the GMV our 3P Sellers transact in the GigaCloud Marketplace. 3P Seller GigaCloud Marketplace GMV increased to $908.6 million in the 12 months ended March 31, 2026 from $734.3 million in the 12 months ended March 31, 2025, representing an increase of 23.7% period-over-period as our marketplace continues to gain scale and market position. 3P Seller GigaCloud Marketplace GMV represented 54.6% and 51.8% of total GigaCloud Marketplace GMV in the 12 months ended March 31, 2026 and March 31, 2025, respectively.

Previous wording

The number of active buyers in the GigaCloud Marketplace increased to 11,419 in the 12 months ended September 30, 2025 from 8,535 in the 12 months ended September 30, 2024, representing an increase of 33.8% period-over-period. We view the number of active buyers as a key driver of GMV and revenue for our GigaCloud Marketplace. We plan to expand our active buyers by enhancing our marketplace product offerings and leveraging referrals from existing users.

Current wording

The number of active buyers in the GigaCloud Marketplace increased to 12,473 in the 12 months ended March 31, 2026 from 9,966 in the 12 months ended March 31, 2025, representing an increase of 25.2% period-over-period as our marketplace continues to gain scale and market position. We view the number of active buyers as a key driver of our GigaCloud Marketplace GMV and revenue growth, and a key indicator of our ability to attract and engage buyers in our marketplace. We plan to expand our active buyers by enhancing our marketplace product offerings, and leveraging referrals from existing users.

Previous wording

The spend per active buyer in our GigaCloud Marketplace was $130,349 and $144,534 in the 12 months ended September 30, 2025 and September 30, 2024, respectively, representing a decrease of 9.8% period-over-period. 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 for the 12 months ended September 30, 2025 reflected the macroeconomic challenges faced by retailers.

Current wording

The spend per active buyer in our GigaCloud Marketplace decreased to $133,457 in the 12 months ended March 31, 2026 from $142,156 in the 12 months ended March 31, 2025, representing a decrease of 6.1% period-over-period. Spend per active buyer is a key driver of GMV and revenue for our GigaCloud Marketplace. We generally grow 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 the 12 months ended March 31, 2026 was primarily due to new buyers onboarded during the period generally require longer period of time to increase their spending in our GigaCloud Marketplace.

Previous wording

Sellers in our marketplace are typically manufacturers operating 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 are focused on growing and retaining the number of sellers who choose to list their large parcel merchandise in our marketplace and utilize our fulfillment and logistics network for the shipping and handling of their products.

Current wording

Sellers in our marketplace are typically manufacturers operating in Asia who are able to use our supply chain capabilities to establish overseas sales channels without having to invest in their own logistics or fulfillment centers overseas. 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 fulfillment and logistics network for the shipping and handling of their products.

Previous wording

Our number of active 3P sellers was 1,232 in the 12 months ended September 30, 2025, compared to 1,051 in the 12 months ended September 30, 2024, representing an increase of 17.2% from 12 months ended September 30, 2024. We believe this increasing trend will continue because of the growing recognition of our marketplace, our seller-friendly comprehensive fulfillment and logistics network which enables hassle-free delivery of large parcel merchandise and our expansion into new markets.

Current wording

Our number of active 3P sellers was 1,377 in the 12 months ended March 31, 2026, compared to 1,154 in the 12 months ended March 31, 2025, representing an increase of 19.3% compared to the previous period. 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.

Previous wording

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 provide a flat rate program for shipping and handling, and sellers are able to utilize the storage space in our fulfillment centers. We also create sales analytics which provide valuable information as sellers determine which products to bring to market.

Current wording

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 provide a flat rate program for shipping and handling, and sellers are able to utilize the space in our fulfillment centers. We also create sales analytics which provide valuable information as sellers determine which products to bring to market.

Previous wording

We attract new sellers predominantly through organic channels such as geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. In the past, we have completed acquisitions that supplemented our supply chain, fulfillment and logistics capabilities, which attracted more sellers and buyers onto our GigaCloud Marketplace. We may consider future acquisitions to increase the number of sellers and buyers. We also plan to augment organic customer acquisition by adding additional sales and marketing employees to enhance seller and buyer growth.

Current wording

We attract new sellers predominantly through organic channels such as geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. In the past, we have completed acquisitions that supplemented our supply chain, fulfillment and logistics capabilities, which attracted more sellers and buyers onto our GigaCloud Marketplace after these strategic acquisitions. In January 2026, we completed the acquisition of New Classic. We may consider future acquisitions to increase the number of sellers and buyers. We also plan to augment organic customer acquisition by adding additional sales and marketing employees to enhance seller and buyer growth.

Previous wording

Buyers in our marketplace are typically resellers operating in the U.S., Asia and Europe who procure large parcel merchandise to resell to end customers. Our marketplace is attractive to buyers because we minimize inventory risk from our buyers’ business operations. As of September 30, 2025, the number of SKUs from GigaCloud 1P was over 20,000. Combined with the SKUs offered by active 3P sellers, buyers had access to more than 50,000 SKUs in total. Our buyers can browse products 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. Once a sale to the end customer takes place, buyers can order the product in our marketplace and we will handle the fulfillment directly to the end customer.

Current wording

Buyers in our marketplace are typically resellers operating in the U.S., Europe and Japan who procure large parcel merchandise to resell to other retailers or to end customers. Our marketplace is attractive to buyers because we minimize inventory risk from our buyers’ business operations. As of March 31, 2026, the number of SKUs from GigaCloud 1P was over 38,000. Combined with the SKUs offered by active 3P sellers, buyers had access to more than 80,000 SKUs in total. 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 product in a warehouse or shop. Once a sale to the end customer takes place, buyers can order the product in our marketplace and we will handle the fulfillment directly to the end customer.

Previous wording

In the 12 months ended September 30, 2025, we had 11,419 active buyers in our marketplace with an average $130,349 spend per active buyer, representing a 33.8% increase in active buyers and a 9.8% decrease in spend per active buyer compared to the 8,535 active buyers in our marketplace with an average $144,534 spend per active buyer in the 12 months ended September 30, 2024, mirroring the macroeconomic challenges faced by retailers.

Current wording

In the 12 months ended March 31, 2026, we had 12,473 active buyers in our marketplace with an average $133,457 spend per active buyer, representing a 25.2% increase in active buyers and a 6.1% decrease in spend per active buyer compared to the previous period, mirroring the macroeconomic challenges faced by retailers.

Previous wording

In the past, we have completed strategic acquisitions to broaden our product offerings and supplement our supply chain, fulfillment and logistics capabilities. We may consider future acquisitions of assets, companies, technologies or businesses that are complementary to our business and the costs of identifying and consummating acquisitions may be significant. Acquisitions could result in the use of substantial amounts of cash, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Current wording

In the past, we have completed strategic acquisitions to broaden our product offerings, supplement our supply chain, fulfillment and logistics capabilities. In January 2026, we completed the acquisition of New Classic. We may consider future acquisitions of assets, companies, technologies or businesses that are complementary to our business and the costs of identifying and consummating acquisitions may be significant. Acquisitions could result in the use of substantial amounts of cash, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Previous wording

Following any new acquisitions, 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 a result of our acquisitions and the consolidation of our operating subsidiaries’ financial results into our consolidated financial results, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may also differ.

Current wording

Following any new acquisitions, our results of operations may be affected by the newly acquired businesses or operations, the purchase accounting for the acquisition, any liabilities incurred in connection with the acquisitions and expenditures made to integrate the newly acquired businesses or operations. As a result of our acquisitions and the consolidation of our operating subsidiaries’ financial results into our consolidated financial results, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may also differ.

Previous wording

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.

Current wording

The overall economic environment and related changes in customer behavior have a significant impact on our business. Customer spending, which is discretionary, ultimately impacts platform users’ spending on our products and services, and therefore positive economic conditions generally drive stronger business performance.

Previous wording

Recent global economic uncertainties, inflation, higher interest rates, surge in fuel and transportation costs, 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 could impact the demand of products and shipping and freight rates. Furthermore, the recent enactment of heightened tariffs by the U.S. government, along with the unpredictability of tariff, shipping and freight rates, poses a significant uncertainty to our business operations as many of our sellers, buyers and our own suppliers are impacted. Other macroeconomic factors that can affect customer spending patterns include employment rates, availability of customer credit, tariffs, interest rates, tax rates and energy costs.

Current wording

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 the Middle East, along with other global tensions, could further impact the demand of products and freight rates. Furthermore, the recent enactment of heightened tariffs by the U.S. government, along with the unpredictability of tariff regimes, shipping and freight rates, introduces further uncertainty and may impact both the pricing of goods and services and our profitability. Other macroeconomic factors that can affect customer spending patterns include employment rates, availability of customer and commercial credit, interest rates, tax rates and energy costs.

Previous wording

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 expanded our service offerings and launched our GigaCloud Marketplace in 2019, and the revenues generated by GigaCloud Marketplace grew quickly, representing 61.8% and 63.7% of our total revenues in the nine months ended September 30, 2025 and 2024, respectively. We continue to evaluate opportunities to launch additional services.

Current wording

Our results of operations are also affected by our ability to introduce new service offerings. 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, and the revenues generated by GigaCloud Marketplace grew quickly, representing 57.5% and 64.5% of our total revenues in the three months ended March 31, 2026 and 2025, respectively. We continue to evaluate opportunities to launch additional services.

Previous wording

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. Our global fulfillment and logistics network is a key part of our infrastructure, which consists of fulfillment centers and other facilities that are strategically located, designed and equipped to efficiently manage inventory and to fulfill customers orders and other needs. As of September 30, 2025, we leased 35 fulfillment centers with an aggregate gross floor area of approximately 10.9 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. Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supplement our transportation network and shipping requirements.

Current wording

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. Our global fulfillment and logistics network is a key part of our infrastructure, which consists of fulfillment centers and other facilities that are strategically located, designed and equipped to efficiently manage inventory and to fulfill customers orders and other needs. As of March 31, 2026, we leased 36 fulfillment centers with an aggregate gross floor area of approximately 11.7 million square feet in five countries, and two other facilities with storage and showroom functions with an aggregate gross floor area of approximately 68,048 square feet in the U.S. Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supply our transportation network and shipping requirements.

Previous wording

Our ability to improve our operational efficiency depends on our ability to invest in our infrastructure and technology platform, including our warehousing and fulfillment solutions and AI technology. 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 have successfully improved our infrastructure and technology solutions over the past years.

Current wording

Our ability to improve our operational efficiency depends on our ability to invest in our infrastructure and technology platform, including our warehousing and fulfillment solutions and AI technology. 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 have successfully improved our infrastructure and technology solutions over the past years.

Previous wording

We generate service revenues from our GigaCloud 3P business, and product revenues from our GigaCloud 1P, off-platform ecommerce businesses and others. Service revenues from GigaCloud 3P, including revenues from platform commission, ocean transportation service, drayage service, warehousing service, last-mile delivery service, packaging service and others are generated by facilitating transactions between sellers and buyers in our GigaCloud Marketplace. Product revenues from GigaCloud 1P are generated through the product sales of our inventory through our GigaCloud Marketplace, and product revenues from off-platform ecommerce are generated from product sales of our inventory to and through third-party ecommerce websites.

Current wording

We generate service revenues from our GigaCloud 3P business, and product revenues from our GigaCloud 1P, off-platform businesses and others. 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. Product revenues from GigaCloud 1P are generated through the product sales of our inventory through our GigaCloud Marketplace, and product revenues from off-platform are generated from product sales of our inventory to and through third-party ecommerce websites, and to brick-and-mortar retailers.

Previous wording

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 revenues by geographic regions for the periods presented:

Current wording

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 the GigaCloud Marketplace is located. Revenues by geographic regions for the three months ended March 31, 2026 and March 31, 2025 were as follows:

Previous wording

(1) Other regions mainly include the U.K., Japan, Canada and Hong Kong, with variations across different product/service lines. No other individual region’s revenues exceeded 10.0% of our total revenues for the three and nine months ended September 30, 2025 and 2024.

Current wording

(1) Other regions mainly include the U.K., Japan, Canada and Hong Kong, with variations across different product/ service lines. No other individual region’s revenues exceeded 10% of our total revenues for the three months ended March 31, 2026 and 2025.

Previous wording

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, last-mile delivery service, packaging service and others. 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. 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 for last-mile delivery services for delivery of products to end customers directly from our fulfillment centers, which varies by the weight of the products. We also charge packaging fees in connection with merchandise that we pack and ship.

Current wording

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. 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. 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. We charge packaging fees in connection with merchandise that we pack and ship. We also 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.

Previous wording

From time to time in the three and nine months ended September 30, 2025, 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. 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.

Current wording

From time to time in the three months ended March 31, 2026, 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. 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.

Previous wording

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.

Current wording

We derive product revenues from the sale of 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.

Previous wording

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. 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 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.

Current wording

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 and to brick-and-mortar retailers, 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. 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 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.

Previous wording

Our cost of revenues primarily consists of cost of services and cost of products. 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:

Current wording

Our cost of revenues primarily consists of cost of services and cost of products. 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:

Previous wording

Cost of products primarily consists of the purchase price of merchandise, shipping and handling costs for self-owned merchandise, rental expenses for fulfillment centers excluding the portion allocated to cost of service revenue and abnormal capacity, packaging fees and personnel related costs. Shipping and handling costs primarily consist of those costs incurred during the process of delivery in North America and markets in other regions such as Japan and Europe, including the expenses attributable to shipment and handling activities, when we deliver a good to a customer.

Current wording

Cost of products primarily consist of the purchase price of merchandise, shipping and handling costs for self-owned merchandise, rental expenses for fulfillment centers excluding the portion allocated to cost of service revenue and abnormal capacity, packaging fees and personnel related costs. 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.

Previous wording

The table below sets forth our gross profit and gross profit margin for each of the periods presented:

Current wording

The table below sets forth a breakdown of our gross profit and gross profit margin for each of the periods presented:

Previous wording

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 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:

Current wording

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 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:

Previous wording

Our selling and marketing expenses primarily consist of staff costs 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. Advertising expenses include advertisements through various forms of media and marketing and promotional activities.

Current wording

Our selling and marketing expenses primarily consist of staff costs 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 channels, advertising expenses, traveling expenses and commissions paid to independent sales representatives. Advertising expenses include advertisements through various forms of media and marketing and promotional activities.

Previous wording

The 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:

Current wording

The 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:

Previous wording

Our general and administrative expenses primarily consist of staff costs 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, donation, provision for bad debt and other general corporate expenses.

Current wording

Our general and administrative expenses primarily consist of staff costs which included share-based compensation, payroll and related costs for employees involved in general corporate functions, professional fees, office supplies and utility, 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, provision for bad debts and other general corporate expenses.

Previous wording

The following table sets forth the breakdown of our general and administrative expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented:

Current wording

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:

Previous wording

Our interest expense primarily consists of financial lease interest expense for leased equipment used in our fulfillment centers and other facilities.

Current wording

Our interest expense primarily consists of our financial lease interest expense for leased equipment used in our fulfillment centers and other facilities.

Previous wording

Our interest income primarily consists of interest income from bank deposits, wealth management products and investments.

Current wording

Our interest income primarily consists of interest income from bank deposits, wealth management products and short-term investment.

Previous wording

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.

Current wording

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.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Losses on Disposal of Property and Equipment

Current report — wording carried from elsewhere

Losses on Disposal of Property and Equipment
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Our selling and marketing expenses increased by 37.1% to $25.5 million in the three months ended September 30, 2025 from $18.6 million in the three months ended September 30, 2024, which was primarily due to (i) an increase in staff cost related to selling and marketing personnel by 22.9% to $10.2 million in the three months ended September 30, 2025 from $8.3 million in the three months ended September 30, 2024 as we increased the number of sales and marketing personnel and the commission paid to them, and (ii) an increase in platform service fee we incurred on certain third-party ecommerce websites by 59.7% to $12.3 million in the three months ended September 30, 2025 from $7.7 million in the three months ended September 30, 2024 as sales volume and sales channels both increased, particularly for sales to end customers on third-party ecommerce websites.

Previous report — wording carried elsewhere

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 7.2% to $927.2 million in the nine months ended September 30, 2025 from $865.3 million in the nine months ended September 30, 2024. 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.

Previous report — wording carried elsewhere

•Product Revenues from GigaCloud 1P. Our product revenues from GigaCloud 1P increased by 1.9% to $273.9 million in the nine months ended September 30, 2025 from $268.8 million in the nine months ended September 30, 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.