GCT 10-K & 10-Q changes, risk factors and insider trading

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.U.S., Rakuten in Japan and OTTO in Germany. Our business and growth are therefore highly dependent on the viability and prospects of the ecommerce industry, particularly for the large parcel merchandise market.

•the impact of the COVID-19 pandemic, or otherany pandemics or epidemics,epidemics to our business operations and the economy in the U.S. and elsewhere generally;

The ecommerce industry is highly sensitive to changes in macroeconomic conditions, and ecommerce spending tends to decline during recessionary periods. Many factors beyond our control, including inflation and deflation, fluctuations in currency exchange rates, volatility of stock and property markets, interest rates, tax rates and other government policies and changes in unemployment rates can adversely affect consumer confidence and spending behavior on ecommerce platforms, which could in turn materially and adversely affect our growth and profitability. 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.

We may not realize the expected benefits of our acquisitions of Noble House and Wondersign due to potential risk and uncertainties.

•costs to defend claims against Noblethe Housetargets that we do not owe, but could be required to pay in order to defend and preserve our rights;

We operate fulfillment centers in five countries in the U.S., Germany, Japan, the U.K., GermanyU.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. It is costly to establish, develop and maintain international operations, and promote our brand internationally. Our international operations may not become profitable on a sustained basis.

•impact of the COVID-19 pandemic, or otherany pandemics or epidemics,epidemics on our business operations and the global economy;

Our business operations have relied on certain third-party ecommerce platforms, such as Rakuten in Japan, and Amazon, Walmart, Home Depot, Overstock and Wayfair in the U.S.U.S., Rakuten in Japan and OTTO in Germany.,Germany, and we still expect to be significantly influenced by these third-party ecommerce platforms in the foreseeable future.

We source products from third-party suppliers and manufacturers which we sell as our own inventory through GigaCloud Marketplace and also through off-platform ecommerce. We depend on our ability to provide our customers with a wide range of products from qualified suppliers in a timely and efficient manner. Political and economic instability, global or regional adverse conditions, such as pandemics or other disease outbreaks or natural disasters, the financial stability of suppliers, suppliers’ ability to meet our standards, labor problems experienced by suppliers, the availability or cost of raw materials, merchandise quality issues, currency exchange rates, trade tariff developments, transport availability and cost, including import-related taxes, transport security, inflation, and other factors relating to our suppliers are beyond our control. As an example, in the past, the COVID-19 pandemic couldhad adversely impactimpacted supplier facilities and operations due to extended holidays, factory closures and risks of labor shortages, among other things, whichand the occurrence of similar pandemics may materially and adversely affect our business, financial condition and results of operations.

We rely on third parties to operate certain elements of our business. 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. For example, following the initial conflict between Israel and Hamas in the Middle East, the Houthi movement in Yemen, launched a number of attacks on marine vessels traversing the Red Sea causing significant operational disruptions for certain third-party business partners. 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. We also use and rely on other services from third parties, such as telecommunications services, customs, consolidation and shipping services, as well as warranty, installation, assembly and design services. We may be unable to maintain these relationships, and these services may also be subject to outages and interruptions that are not within our control. Third parties may in the future determine they no longer wish to do business with us or may decide to take other actions that could harm our business. We may also determine that we no longer want to do business with them. If parcels are not delivered in a timely fashion or are damaged during the delivery process by these third parties, or if we are not able to provide adequate customer support or other services or offerings, our customers could become dissatisfied and cease using our cross-border fulfillment services or stop trading products through our marketplace, which would adversely affect our operating results.

Our business success depends to some extent on our ability to expand our service offerings by launching new products and services and by expanding our existing offerings into new geographies. For example, we expanded into Germany for our third-party logistics services in 2018, and we launched GigaCloud Marketplace, our B2B marketplace, in 2019. InAs 2023,of the date of this report, we have completed twothree acquisitions as part of a strategic initiative for attracting more sellers and buyers on our GigaCloud Marketplace and expanding our solutions offerings. Launching new products and services or expanding internationally requires significant upfront investments, including investments in marketing, information technology, and additional personnel. Expanding our service offerings internationally is particularly challenging because it requires us to gain country-specific knowledge about consumers, regional competitors and local laws, purchase or lease warehouse, build local logistics capabilities and customize portions of our technology for local markets. We may not be able to generate satisfactory revenues from these efforts to offset these costs. Any lack of market acceptance of our efforts to launch new services or to expand our existing offerings could have a material adverse effect on our business, financial condition and results of operations. Further, as we continue to expand our fulfillment capability or add new businesses with different requirements, our logistics networks become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to operate our networks effectively.

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., AsiaEurope and Europe.Japan. We compete with third-party logistics service providers based on a number of factors, including warehouse and infrastructure capacity, network stability, business model, operational capabilities, cost control and service quality. We also compete with other retailers and ecommerce platforms that offer large parcel merchandise for the variety and availability of products, number of users in the marketplace, flexibility in delivery options and freight rates.

We may be subject to product liability claims and otherrelated similargovernmental claimsinvestigations if people or property are harmed by the products we sell or sold through our platform.

Some of the products we sell may expose us to product liability and other claims and litigation (including class actions) or governmental investigations and regulatory actionactions relating to safety, personal injury, death or environmental or property damage. If any of our products prove to be defective or otherwise in violation of applicable law, we may be required to recall such products and be subject to legal action. Some of our agreements with members of our supply chain may not indemnify us from product liability for a particular product, and some members of our supply chain may not have sufficient resources or insurance to satisfy their indemnity and defense obligations. Although we maintain product liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Any product liability claims asserted against us could, among other things, harm our reputation, damage our platform and brand, cause us to incur significant costs, and have a material adverse effect on our business, financial condition and results of operations.

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. We enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our technology and information. However, we cannot guarantee that we have entered into confidentiality agreements with each party that may have or have had access to our trade secrets or proprietary information. Such agreements may be breached by counterparties, who may disclose our proprietary information, including our trade secrets, or claim ownership in intellectual property that we believe is owned by us, and there may not be adequate remedies available to us for any such breach. In addition, we do not enter into intellectual property assignment agreements in the ordinary course, and we rely on the intellectual property rights we obtain from our employees by operation of law. The intellectual property rights we obtain by operation of law may not extend to all intellectual property rights developed by our employees and contractors, and individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property rights. 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. Our trademarks or other intellectual property rights may be challenged by others through administrative process or litigation, and our pending trademark applications may not be allowed. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly, and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation and some courts in the U.S. and certain foreign jurisdictions are less willing or unwilling to protect trade secrets. Furthermore, itthere isare oftenuncertainties difficultregarding tothe maintainmaintenance and enforceenforcement of intellectual property rights in the PRC. Statutory laws and regulations in the PRC are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or the intellectual properties licensed from third parties, or to enforce our contractual rights in the PRC and other jurisdictions in which we operate.

We have not yet registered certain of our trademarks in all of our potential markets, although we have registered “GIGACLOUD TECHNOLOGY” and “大健云仓” in mainlandthe China and Hong Kong.U.S. We also acquired valuable intangible assets from the acquisitions of New Classic, Noble House and Wondersign.Wonder. If we apply to register these trademarks in other countries and/or other trademarks in the U.S. and other countries, our applications may not be allowed for registration in a timely fashion or at all; further, our registered trademarks may not be maintained or enforced. In addition, third parties may file first for our trademarks in certain countries. If they succeed in registering such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to market our products and technologies in those countries. If we do not secure registrations for our trademarks, we may encounter more difficulties in enforcing them against third parties than we otherwise would. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our business, financial condition, results of operations and prospects. 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.

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, 2024,2025, 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 anany 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. 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. GAAP. As of December 31, 2024,2025, awards to purchase an aggregate of 7,426,6395,645,836 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. As a result of these grants, we incurred share-based compensation of $5.0 million, $16.8 million,million and $2.5 million and $9.2 million in 2024,2025, 20232024 and 2022,2023, respectively. We will incur additional share-based compensation expenses in the future as we continue to grant share-based incentives. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.

Severe weather conditions and other natural or man-made disasters, including storms, floods, fires, earthquakes, epidemics, pandemics, conflicts, unrest, terrorist attacks, war, labor unrest, and/or other political instability (including, without limitation, the ongoing conflicts between Russia and Ukraine and Israel and Hamas), may disrupt our business and result in decreased revenues. For example, following the initial conflict between Israel and Hamas, the Houthi movement in Yemen launched a number of attacks on marine vessels traversing the Red Sea causing disruptions for operations across the impacted region. In addition, these types of events could negatively impact ocean transportation and consumer spending in the impacted regions or, depending upon the severity, globally. Customers may reduce their demand for logistics services or shipments, or our costs to operate our business may increase, either of which could have a material adverse effect on us. On March 9, 2024, one of our fulfillment centers in Japan suffered damages due to a warehouse fire. Although we have insurance coverage associated with the damages to the inventory and warehouse equipment and we can still utilize our other three fulfillment centers in Japan with alternative plans to minimize any disruptions to our operations in such warehouse with fire, we may still have some impacts in our warehouse operations. Any such events affecting one of our major facilities could result in a significant interruption in or disruption of our business, financial condition and results of operations.

In the PRC, the PRC regulatory and enforcement regime with regard to cybersecurity, data security and datapersonal information protection is constantly evolving and can be subject to significant change, making the extent of our obligations in that regard uncertain.change. 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, 2017.2017, and was further amended and enacted on January 1, 2026. The PRC Cybersecurity Law provides that network operators shall take technical and other necessary measures to safeguard the operation of networks, respond to network security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. In June 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The PRC Data Security Law sets forth data security protection obligations for entities and individuals handling personal data, including that the collection and use of such data should be for the purpose and within the limit that is prescribed by applicable laws and regulations. The PRC Data Security Law also provides that the government will establish a national security review procedure for data-related activities that affect or may affect national security. 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. The PRC Personal Information Protection Law applies to the processing of personal information within mainland China as well as certain personal information processing activities outside of mainland China, including those for the provision of products and services to natural persons within mainland China or for the analysis and assessment of acts of natural persons within mainland China. Furthermore,As the PRC Personal Information Protection Law stepsmay upbe thesubject protectionto for personal information and imposes additional requirements in terms of its processing. As thefurther interpretation and implementationapplication ofby thecompetent PRC Personal Information Protection Law remain uncertain,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.

On December 28, 2021, the Cyberspace Administration of China, or the CAC, together with other authorities, jointly revised and promulgated the Measures for Cybersecurity Review, which became effective on February 15, 2022 and simultaneously superseded and replaced the cybersecurity review measures that had been in effect since June 2020.2022. According to the Measures for Cybersecurity Review, critical information infrastructure operators that procure internet products and services and network platform operators engaging in data processing activities should be subject to cybersecurity review if their activities affect or may affect national security. The Measures for Cybersecurity Review also expand the cybersecurity review to network platform operators possessing personal information of more than one million users if such operators seek to list on a foreign stock exchange. In addition, relevant PRC regulatory authorities may initiate cybersecurity review if they determine that an operator’s network products or services or data processing activities affect or may affect national security.

As of the date of this annual report, we have not been identified as a critical information infrastructure operators or involved in any formal investigations on cybersecurity or data security initiated by related governmental regulatory authorities, and we have not received any inquiry, notice, warning or sanction in such respect. However, as the interpretation and enforcement of Measures for Cybersecurity Review wereare newlystill adopted, there remains uncertainty in the interpretation and enforcement of such regulations. Thus,evolving, we cannot assure you whether we would be subject to a cybersecurity review requirement, and if so, that we would be able to pass such review. If the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules that would require us to go through a cybersecurity review, we may fail to complete such cybersecurity review procedures in a timely manner, or at all. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may affect future offerings, or result in fines or other penalties, including suspension of business and website closure as well as reputational damage or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations.

Furthermore, in the EU and the U.K., the collection and use of personal data are governed by the provisions of the GDPR in addition to other applicable laws and regulations. The GDPR imposes strict obligations with respect to, and restrictions on, the collection, use, retention, protection, disclosure, transfer and processing of personal data. The GDPR regulates cross-border transfers of personal data out of the EEA and the U.K., including the U.S. 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. We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we will have to implement revised standard contractual clauses for existing arrangements within required time frames; and/or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operations and financial condition. The GDPR authorizes fines for certain violations of up to 4% of the total global annual turnover of the preceding financial year or €20 million/GBP 17.5 million, whichever is greater. Such fines are in addition to any civil litigation claims by data subjects. Other jurisdictions outside the EU are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with non-compliance. In Hong Kong, the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO, applies to data users, such as our business, that control the collection, holding, processing or use of personal data in Hong Kong. We are subject to the general requirements under the PDPO, including the need to obtain the prescribed consent of the data subject and to take all practicable steps to protect the personal data held by data users against unauthorized or accidental access, loss or use. Breaches of the PDPO may lead to a variety of civil and criminal sanctions, including fines and imprisonment. In addition, data subjects have a right to bring proceedings in court to seek compensation for damage. We cannot guarantee that we are, or will be, in compliance with all applicable international regulations as they are enforced now or as they evolve.

Furthermore, the regulatory framework around the development and use of emerging AI technologies is rapidly evolving, and many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations related to AI, machine learning, large language models (LLMs), and additional emerging data technologies. Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI technologies, and new laws regulating AI technologies have entered into force in the United States and EU. For example, in the United States, AI technologies have been the subject of executive orders under both the Biden and Trump administrations, and legislation has also been introduced or passed at the state level. Colorado’s Artificial Intelligence Act will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, California has enacted and proposed several laws that would further regulate the use of AI technologies and provide consumers with additional protections. In Europe, on August 1, 2024, the EU Artificial Intelligence Act (the “EU AI Act”) entered into force, and establishes a comprehensive, risk-based governance framework for AI in the EU market. The majority of the substantive requirements will apply from August 2, 2026. The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case -– includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and fines for breach of up to 7% of worldwide annual turnover.

We launched our GigaCloud Marketplace under our Hong Kong Subsidiary, GigaCloud Technology (HongKong) Limited (formerly known as Giga Cloud Logistics (Hong Kong) Limited), our Hong Kong Subsidiary, in 2019. Our operating subsidiaries in mainland China, or our PRC SubsidiariesSubsidiaries, 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. Pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which shall be confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong). Whilst the National People’s Congress of the PRC, or the NPC, has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law, including the PRC Data Security Law and the Measures for Cybersecurity Review, do not apply to our businesses in Hong Kong, other than those provisions of the PRC laws which apply to activities conducted outside of mainland China.

In addition to historical information, this report contains forward-looking statements that involve risks and uncertainties which may cause our actual results to differ materially from plans and results discussed in forward-looking statements. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. “Risk Factors” and “Forward-Looking Statements” included at the beginning of this annual report .report. The risks and uncertainties can cause actual results to differ significantly from those forecastforecasted in forward-looking statements or implied in historical results and trends.

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

GigaCloud Marketplace GMV increased to $1,576.8 million in 2025 from $1,341.4 million in 2024 fromand $794.4 million in 2023 and $518.2 million in 2022,2023, representing a year-over-year growth of 68.9%17.5% and 53.3%,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. In the second quarter of 2024, we introduced Noble House-related SKUs to our GigaCloud Marketplace, which have been reflected in our GigaCloud Marketplace GMV starting April 1, 2024. In 2024,2025, furniture products accounted for more than 79%78% of GigaCloud Marketplace GMV, garden and outdoor furniture products accounted for approximately 13%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. Our GigaCloud Marketplace GMV continued to grow since inception, as shown below:

The number of active 3P sellers in the GigaCloud Marketplace increased to 1,299 in 2025 from 1,111 in 20242024, which increased from 815 in 2023, which increased from 560 in 2022.2023. 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 35,649over 40,000 as of December 31, 2024, an increase from 22,101 as of December 31, 2023 and 12,312 as of December 31, 2022.2025. 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.

The chart below displays the yearly GigaCloud Marketplace GMV of our 3P Sellers in our GigaCloud Marketplace from inception in 2019 to 2024.2025. Each yearly 3P Sellerscohort represents the groupsgroup of sellers who first sold products in our GigaCloud Marketplace in that particular year. The Active 3P Sellers showsare the total number of sellers who had sold at least one item in our GigaCloud Marketplace in the last 12 months. The increasing trend of oureach yearlycohort 3P Sellers havehas demonstrated attractive and consistent growth in both number of sellers and GigaCloud Marketplace GMV, as shown below:

The number of active buyers in the GigaCloud Marketplace was 9,30612,089 active buyers in 2024,2025, 9,306 in 2024 and 5,010 in 2023 and 4,156 in 2022,2023, representing a year-over-year growth of 85.7%29.9% and 20.5%,85.7%, respectively. 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 categories,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 2024.2025. Each yearlycohort Buyers representrepresents the groupsgroup of buyers who first purchased products in our GigaCloud Marketplace in that particular year. The Active Buyers showsare the total number of buyers who had made at least one purchase in our GigaCloud Marketplace in the last 12 months. Our number of buyers and buyer GMV have grown consistently since inception, as shown below:

The spend per active buyer in our GigaCloud Marketplace were $130,431 in 2025, $144,142 in 2024,2024 and $158,569 in 2023 and $124,692 in 2022,2023, representing a year-over-year decrease of 9.5% in 2025 and a decrease of 9.1% in 2024 and an increase 27.2% in 2023,2024, respectively. 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 categories,offerings, increasing buyers’ purchase frequency and raising the average price per purchase. The slight decrease in spend per active buyer in 20242025 was primarily due to a higher number of new buyers onboarded duringreflected the period,macroeconomic whochallenges generallyfaced requireby time to increase their spending in our GigaCloud Marketplace.retailers.

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., Germany, JapanU.K. and Canada. We provide a flat rate program for shipping and handling, and sellers are able to utilize our warehouse space. We also create sales analytics which provide valuable information as sellers determine which products to bring to market.

We attract new sellers predominantly through organic channels such as geographic expansion, suppliers outreach, marketing initiatives, referrals and word-of-mouth. In 2023,the past, we have completed the acquisitions of Noble House and Wondersign, whichthat supplemented our supply chain, fulfillment and logistics capabilitiescapabilities, andwhich we expect to attractattracted more sellers and buyers ontointo our GigaCloud MarketplaceMarketplace. afterWe thesemay strategicconsider acquisitions.additional acquisitions to further 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.

Buyers in our marketplace are typically resellers basedoperating in the U.S., AsiaEurope and EuropeJapan 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 December 31, 2025, the number of SKUs from GigaCloud 1P was over 30,000. Combined with the SKUs offered by active 3P sellers, buyers had access to more than 70,000 SKUs in total. Our buyers can browse a productproducts in our marketplace and list the productproducts on their preferred ecommerce websites such as Rakuten,Wayfair, Amazon, Walmart, Wayfair, Home DepotDepot, Walmart and OTTO,Overstock, or their own store prior to procuring and storing the productproducts 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.

In 2024,2025, we had 9,30612,089 active buyers in our marketplace with an average $144,142$130,431 spend per active buyer, representing a 85.7%29.9% increase in active buyers and 9.1%a 9.5% decrease in spend per active buyer compared to the previous period, primarily attributable to higher number of new buyers onboarded duringmirroring the period,macroeconomic whochallenges generallyfaced requireby time to increase their spending in our GigaCloud Marketplace.retailers.

Following theany acquisitions,new acquisition, our results of operations aremay be affected by the newly acquired businesses or operations, the purchase accounting for the acquisition, any debtliabilities incurred in connection with the acquisitionsacquisitions, 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.

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

Recent global economic uncertainties, inflation, higherfluctuating interest rates, lower consumer confidence and demand for discretionary goods, and geopolitical events such as recent international trade disputes and the ongoing warsconflicts in Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red SeaGaza could 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, shipping and freight rates.rates, Weposes incurredsignificant increaseduncertainty transportationto costsour inbusiness theoperations fourthas quartermany of 2024 due to seasonal demand surge which had negatively affect our profitability.sellers, buyers and suppliers are impacted. Other macroeconomic factors that can affect customer spending patterns include employment rates, availability of customer credit, interest rates, tax rates and energy costs.

Our results of operations are also affected by our ability to introduce new service offerings. We have a history of expanding our service offeringofferings 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. The platform has since become a significant contributor to our overall revenues, accounting for 64.7%,62.2%, 70.9%64.7% and 76.0%70.9% of our total revenues in 2024,2025, 20232024 and 2022,2023, respectively. We continue to evaluate opportunities to launch additional services.

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 December 31, 2024,2025, our global logistics network included 35 fulfillment centers with an aggregate gross floor area of approximately 10.311.3 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.. Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supplementsupply 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. 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.

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, warehousingdrayage service, last-mile deliverywarehousing service, packaging service, drayagelast-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 ecommerce are generated from product sales of our inventory to and through third-party ecommerce websites.

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

(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 the Company’s total revenues for the years ended December 31, 2024,2025, 20232024 and 2022.2023.

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, warehousingdrayage service, last-mile deliverywarehousing service, packaging service, drayagelast-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, 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.We charge drayage service fees in connection with transportation of products from ports to warehouses at a flat fee.products. We also charge packaging fees in connection with merchandise that we pack and ship.

We derive product revenues from the salessale 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.

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,Amazon, Home Depot, Amazon, TargetWalmart and Overstock; and (ii) product sales to individual customers through third-party ecommerce websites, or Product Sales to C, such as Rakuten,Amazon, AmazonOTTO, Real and OTTO,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 asare recordednetted net ofagainst revenues. With respect to Product Sales to C, expenses incurred for product sales made through these websites are recorded as selling and marketing expenses.

Our cost of revenues primarily consists of cost of services and cost of products. The following table sets forth thea breakdown of our cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:

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.

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,process, including the expenses attributable to shipment and handling activities, when we deliver a good to a customer.

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

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 thea breakdown of our operating expenses, both in absolute amount and as a percentage of our total revenues, for the periods presented:

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

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 insuranceinsurance, donations, provision for bad debt and other general corporate expenses.

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

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.facilities.

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

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.

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

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. The revenues we generate in our marketplace are highly correlated to the amount of GMV transacted in the GigaCloud Marketplace.Marketplace:

GigaCloud Marketplace GMV increased to $1,664.6$1,744.8 million in the 12 months ended MarchJune 31,30, 2026 from $1,416.7$1,438.5 million in the 12 months ended MarchJune 31,30, 2025, representing a growth of 17.5%21.3% 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.

The number of active 3P sellers in the GigaCloud Marketplace increased to 1,3771,465 in the 12 months ended MarchJune 31,30, 2026 from 1,1541,162 in the 12 months ended MarchJune 31,30, 2025, representing an increase of 19.3%26.1% 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 50,000 as of MarchJune 31,30, 2026. We expect to grow the number of active 3P sellers through geographic expansion, suppliers outreach, marketing initiatives, referrals,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.

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$962.3 million in 12 months ended June 30, 2026 from $757.5 million in the 12 months ended MarchJune 31, 2026 from $734.3 million in the 12 months ended March 31,30, 2025, representing an increase of 23.7%27.0% period-over-period as our marketplace continuescontinued to gain scale and market position. 3P Seller GigaCloud Marketplace GMV represented 54.6%55.2% and 51.8%52.7% of total GigaCloud Marketplace GMV in the 12 months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.

The number of active buyers in the GigaCloud Marketplace increased to 12,47312,823 in the 12 months ended MarchJune 31,30, 2026 from 9,96610,951 in the 12 months ended MarchJune 31,30, 2025, representing an increase of 25.2%17.1% period-over-period as our marketplace continuescontinued 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 offor our abilityGigaCloud to attract and engage buyers in our marketplace.Marketplace. We plan to expand our active buyers by enhancing our marketplace product offerings,offerings and leveraging referrals from existing users.

The spend per active buyer in our GigaCloud Marketplace decreasedwas to $133,457$136,069 in the 12 months ended MarchJune 31,30, 2026 fromand $142,156$131,359 in the 12 months ended MarchJune 31,30, 2025, representing aan decreaseincrease of 6.1%3.6% 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’buyer’s purchase frequency and raising the average price per purchase. TheSpend decreaseper active buyer for the 12 months ended June 30, 2026 increased compared to the previous period, primarily due to increased GMV and a greater spending by both new and existing buyers. As our GigaCloud Marketplace continued to gain scale and market position with newly onboarded buyers, we expect an upward trajectory in spend per active buyerbuyer, in the 12 months ended March 31, 2026 was primarily duesubject to newany buyersfluctuation onboarded during thefrom period generally require longerto period ofdepending timeon tobuyer increasemix, theirpromotional spendingactivity, inand ourbroader GigaCloudmarket Marketplace.conditions.

Sellers in our marketplace are typically manufacturers operating in Asia who are able to useutilize 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.

Our number of active 3P sellers was 1,3771,465 in the 12 months ended MarchJune 31,30, 2026, compared to 1,1541,162 in the 12 months ended MarchJune 31,30, 2025, representing an increase of 19.3%26.1% compared to the previous period. We believe this increasing trend will continue because of the growing recognition of our marketplace, our seller-friendly comprehensive fulfillment and logistics network enablingwhich enables 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 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.

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 MarchJune 31,30, 2026, the number of SKUs from GigaCloud 1P was over 38,000.40,000. Combined with the SKUs offered by active 3P sellers, buyers had access to more than 80,00090,000 SKUs in total. Our buyers can browse productsa product in our marketplace and list productsthe product on their preferred ecommerce websites such as Wayfair, Amazon, Home Depot, WalmartWalmart, Target and Overstock, or their own store prior to procuring and storing the product in a warehouse or shop. Once a sale to thea retailer or end customer takes place, buyers can order the product in our marketplace and we will handle the fulfillment directly to the retailer or end customer.

In the 12 months ended MarchJune 31,30, 2026, we had 12,47312,823 active buyers in our marketplace with an average $133,457$136,069 spend per active buyer, representing a 25.2%17.1% increase in active buyers and a 6.1%3.6% decreaseincrease in spend per active buyer compared to the previous10,951 period,active mirroringbuyers in our marketplace with an average $131,359 spend per active buyer in the macroeconomic12 challengesmonths facedended byJune retailers.30, 2025, primarily attributable to a higher number of new buyers onboarded during the period and increased GMV.

Overall Economic Trends and Trade Policies

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.

Our results of operations are also affected by our ability to introduce new service offerings. We have a history of expanding our service offeringsoffering 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%55.2% and 64.5%61.7% of our total revenues in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We continue to evaluate opportunities to launch additional services.

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 MarchJune 31,30, 2026, we leased 3638 fulfillment centers with an aggregate gross floor area of approximately 11.712.4 million square feet in five countries, and two other facilities with storage and showroom functions with an aggregate gross floor area of approximately 68,048107,716 square feet in the U.S. Additionally, we maintain partnerships with several major shipping, trucking and freight service providers to supplysupplement our transportation network and shipping requirements.

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.

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. RevenuesThe following table sets forth the breakdown of our revenues by geographic regions for the threeperiods months ended March 31, 2026 and March 31, 2025 were as followspresented:

(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 and six months ended MarchJune 31,30, 2026 and 2025.

From time to time in the three and six months ended MarchJune 31,30, 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.

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,data and increases the velocity of sales in our marketplace.

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, WalmartWalmart, Target 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.

Cost of products primarily consistconsists 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.

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 debtsdebt and other general corporate expenses.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Our revenues, which primarily consist of service revenues generated from GigaCloud 3P and product revenues generated from GigaCloud 1P and off-platform sales, increased by 32.2%27.6% to $359.5$411.6 million in the three months ended MarchJune 31,30, 2026 from $271.9$322.6 million in the three months ended MarchJune 31,30, 2025. 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 23.8%24.7% to $116.5$120.8 million in the three months ended MarchJune 31,30, 2026 from $94.1$96.9 million in the three months ended MarchJune 31,30, 2025. The increaseThis was primarily attributable to:

◦an increase in revenues from last mile delivery services by 40.2%29.9% to $69.0$70.0 million in the three months ended MarchJune 31,30, 2026 from $49.2$53.9 million in the three months ended MarchJune 31,30, 2025 as our GigaCloud Marketplace GMVGMV, pricing and delivery volume continued to increase;

◦an increase in revenues from warehousing services by 14.2%19.0% to $16.1$16.0 million in the three months ended MarchJune 31,30, 2026 from $14.1$13.5 million in the three months ended MarchJune 31,30, 2025 as we handledincreased the number of fulfillment centers to handle more products as our GigaCloud Marketplace GMV continued to increase;

◦an increase in revenues from platformocean transportation services by 27.9%28.9% to $5.5$10.7 million in the three months ended MarchJune 31,30, 2026 from $4.3$8.3 million in the three months ended MarchJune 31,30, 2025 as our GigaCloud Marketplace GMV continueddue to an increase in the ocean transportation delivery volume and an increase in the pricing of ocean transportation services during the period;

•Product Revenues from GigaCloud 1P. Our product revenues from GigaCloud 1P increased by 10.6%4.1% to $90.0$98.1 million in the three months ended MarchJune 31,30, 2026 from $81.4$94.2 million in the three months ended MarchJune 31,30, 2025. The increase was primarily due to increasesincreased sales in GigaCloudEurope, MarketplaceJapan GMVand Canada, and the number of buyers as our marketplace continued to grow in scale.

•Product Revenues from Off-platform. Our product revenues from off-platform increased by 58.6%46.8% to $152.9$192.6 million in the three months ended MarchJune 31,30, 2026 from $96.4$131.2 million in the three months ended MarchJune 31,30, 2025. The increase was2025, primarily due to increases in sales channels and sales volume in certain third-party off-platform, as well as increased revenues generated from offline sales channels acquired from New Classic.:

Our cost of revenues increased by 31.4%24.6% to $273.6$306.1 million in the three months ended MarchJune 31,30, 2026 from $208.2$245.7 million in the three months ended MarchJune 31,30, 2025.

•Our cost of services increased by 34.6%24.2% to $106.6$106.7 million in the three months ended MarchJune 31,30, 2026 from $79.2$85.9 million in the three months ended MarchJune 31,30, 2025, primarily due to:

◦an increase in delivery cost by 37.7%25.7% to $74.9$74.8 million in the three months ended MarchJune 31,30, 2026 from $54.4$59.5 million in the three months ended MarchJune 31,30, 2025,2025 as last mile delivery costs and products handled increased during the period;

•Our cost of products increased by 29.5%24.8% to $167.0$199.4 million in the three months ended MarchJune 31,30, 2026 from $129.0$159.8 million in the three months ended MarchJune 31,30, 2025, primarily due to:

◦an increase in product cost by 27.4%24.5% to $128.8$156.2 million in the three months ended MarchJune 31,30, 2026 from $101.1$125.5 million in the three months ended MarchJune 31,30, 2025 as sales volume and cost per unit increased during the period;

◦an increase in delivery cost by 55.6%39.8% to $12.6$14.4 million in the three months ended MarchJune 31,30, 2026 from $8.1$10.3 million in the three months ended MarchJune 31,30, 2025 as our sales volume and the pricing of delivery increased during the period;

◦an increase in staff cost by 38.6%39.4% to $7.9$9.2 million in the three months ended MarchJune 31,30, 2026 from $5.7$6.6 million in the three months ended MarchJune 31,30, 2025 as we increased the number of employeesfulfillment centers and temporary operating staff to support expanded fulfillment centers operations; and ◦an increase in rental costscost by 19.7%16.4% to $15.2$17.0 million in the three months ended MarchJune 31,30, 2026 from $12.7$14.6 million in the three months ended MarchJune 31,30, 2025 due to more warehousing space and equipment being used for product revenue generating activities.

As a result of the foregoing, our gross profit increasedwas by 34.7% to $85.8$105.6 million in the three months ended MarchJune 31,30, 2026 fromand $63.7$76.9 million in the three months ended MarchJune 31,30, 2025. Our gross margin was 25.6% in the three months ended June 30, 2026 compared to 23.9% in the three months ended MarchJune 31,30, 20262025. andService 23.4%gross profit margin increased in the three months ended MarchJune 31,30, 2025.2026 primarily due to improvement in ocean transportation margin and an increase in pricing of last-mile delivery service during the period. Product gross profit margin also increased in the three months ended June 30, 2026 primarily due to increased sales of higher-margin to-C products in Europe.

Our selling and marketing expenses increased by 67.7%46.0% to $31.2$36.2 million in the three months ended MarchJune 31,30, 2026 from $18.6$24.8 million in the three months ended MarchJune 31,30, 2025, which was primarily due to (i) an increase in platform service fee we incurred on certain third-party ecommerce websites by 70.2%55.8% to $14.3$16.2 million in the three months ended MarchJune 31,30, 2026 from $8.4$10.4 million in the three months ended MarchJune 31,30, 2025 as sales volume and sales channels both increased, and (ii) an increase in staff cost related to selling and marketing personnel by 68.9%29.4% to $12.5$15.4 million in the three months ended MarchJune 31,30, 2026 from $7.4$11.9 million in the three months ended MarchJune 31,30, 20252025, asprimarily werelating increasedto an increase in the number of sales and marketing personnel,personnel (iii)and anshare-based increasecompensation inawards commissiongranted to $0.5 million induring the three months ended MarchJune 31,30, 2026 as we incurred increased commission paid to sales and marketing representatives after the New Classic acquisition, and (iv) an increase in other selling and marketing expense by 85.7% to $1.3 million in the three months ended March 31, 2026 from $0.7 million in the three months ended March 31, 2025.2026.

Our general and administrative expenses decreasedincreased by 31.5%47.7% to $9.8$19.2 million in the three months ended MarchJune 31,30, 2026 from $14.3$13.0 million in the three months ended MarchJune 31,30, 2025, which was primarily due to (i) aan decreaseincrease in rentalstaff expensecost related to general and administrative personnel by 52.8%57.5% to $1.4$11.5 million in the three months ended MarchJune 31,30, 2026 from $3.0$7.3 million in the three months ended MarchJune 31,30, 2025, primarily relating to share-based compensation awards granted during the three months ended June 30, 2026, partially offset by a decrease in the number of general and administrative personnel, and (ii) an increase in rental expense by 33.3% to $2.0 million in the three months ended June 30, 2026 from $1.5 million in the three months ended June 30, 2025, primarily because theexpenses relating to certain newly acquired fulfillment centers acquiredwere included in previousrental periodsexpense becamebefore they become fully operationaloperational. andThe the related expenses were moved from general and administrative expenses to cost of revenues as more warehousing spaceincrease was utilizedpartially foroffset revenue generating activity, (ii)by a decrease in professional service expense by 49.3%22.7% to $1.5$1.7 million in the three months ended MarchJune 31,30, 2026 from $2.9$2.2 million in the three months ended MarchJune 31,30, 20252025, as we engaged less professional services for our financial and legal advisors compared to the previous period, and (iii) a decrease in donation expense as it was an one-time donation to support the recovery efforts for the Greater Los Angeles wildfire in the three months ended March 31, 2025.period.

Research and development expenses weredecreased $2.4by 15.6% to $2.7 million in the three months ended MarchJune 31,30, 2026 andfrom $2.5$3.2 million in the three months ended MarchJune 31,30, 2025. The decrease was primarily due a decrease in the number of research and development projects and the number of employees to perform research and development function.

LossesWe had losses on disposal of property and equipment wereof $5$8 thousand in the three months ended MarchJune 31,30, 20262026, andcompared $12to $108 thousand in the three months ended MarchJune 31,30, 2025.

InterestWe expensehad wasinterest $120expenses of $106 thousand in the three months ended MarchJune 31,30, 2026 and $23$32 thousand in the three months ended MarchJune 31,30, 2025.

InterestWe had interest income wasof $3.0$3.1 million in the three months ended MarchJune 31,30, 2026 and $2.6$2.8 million in the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to higher average bank deposits, wealth management products and investment in the three months ended June 30, 2026 compared to the previous period.

Foreign Currency Exchange Gains / (Losses), Net