Form 4: GCTS Director Nelson Chan Awarded RSUs

GCT Semiconductor Holding, Inc. Director Nelson Chan was granted 18,092 Restricted Stock Units, vesting March 31, 2026.

Summary

• Nelson Chan, a Director and Class I Director of GCT Semiconductor Holding, Inc. (GCTS), acquired 18,092 Restricted Stock Units (RSUs).
• The RSUs were granted on September 30, 2025, pursuant to the GCT 2024 Omnibus Incentive Compensation Plan.
• Each RSU represents the right to receive one share of common stock, par value $0.0001 per share, of the Issuer following vesting.
• The number of shares was determined by dividing $27,500 by the fair market value of Common Stock, which was $1.52 on September 30, 2025, rounded down to the nearest whole share.
• The RSUs will vest on March 31, 2026, contingent on continued service through that date.
• Following this transaction, Nelson Chan beneficially owns a total of 78,604 shares.

Sentiment

Score: 7

Explanation: The filing reports a standard equity compensation grant to a director, which is a positive for aligning interests but not a significant market-moving event. It reflects normal course of business.

Positives

• The grant of Restricted Stock Units aligns the director's interests with those of shareholders, incentivizing long-term company performance and value creation.
• The award is part of the GCT 2024 Omnibus Incentive Compensation Plan, indicating a structured and approved equity compensation framework.

Negatives

• The future vesting of these RSUs will result in minor share dilution.
• The benefit of the RSUs is contingent on continued service, meaning the award is not guaranteed if the director's service ceases before the vesting date.

Risks

• The 18,092 Restricted Stock Units are subject to a vesting condition requiring Nelson Chan's continued service through March 31, 2026. Failure to meet this condition could result in forfeiture of the unvested RSUs.

Future Outlook

The 18,092 Restricted Stock Units granted to Nelson Chan are scheduled to vest on March 31, 2026, contingent upon his continued service to GCT Semiconductor Holding, Inc. through that date.

Industry Context

The grant of Restricted Stock Units (RSUs) to directors is a common practice in the technology and semiconductor industries, serving as a key component of non-employee director compensation to align their interests with long-term shareholder value creation. This practice is widely adopted across publicly traded companies to attract and retain experienced board members.

Comparison to Industry Standards

• This RSU grant is consistent with standard corporate governance practices for director compensation in the U.S. public market.
• Companies like Intel, Qualcomm, and NVIDIA frequently utilize equity-based compensation, including RSUs, for their non-executive directors to foster alignment with shareholder interests.
• While the specific value ($27,500) and number of units (18,092) are particular to GCT Semiconductor and its compensation plan, the mechanism of granting time-vesting RSUs is a global benchmark for incentivizing board members.

Stakeholder Impact

• Shareholders: Experience minor potential dilution upon vesting of the RSUs, but benefit from improved alignment of the director's interests with long-term company performance.
• Director (Nelson Chan): Receives an equity incentive tied to future service and the company's stock performance, enhancing personal stake in the company's success.

Next Steps

• Nelson Chan's continued service to GCT Semiconductor Holding, Inc. until March 31, 2026, for the RSUs to vest.
• Vesting of 18,092 RSUs on March 31, 2026, upon fulfillment of the service condition.

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a director, which is a standard compensation practice and does not provide new information to alter an investment thesis. It reflects normal course of business and director incentive alignment.

Keywords

GCT Semiconductor, GCTS, Nelson Chan, Form 4, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Incentive Plan