GCT Semiconductor Holding Inc 2025年度报告

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the voting shares held by non-affiliates of the registrant as of June 30, 2025 was approximately $68.2 million based on the closing price of the registrant'scommon stock as reported on the New York Stock Exchange on June 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter). The common stock of theregistrant held by each executive officer and director and certain affiliated stockholders who beneficially owned 10% or more of the outstanding common stock of the registrant have beenexcluded in such calculation as such persons and entities may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination forother purposes. The number of shares of Registrant’s Common Stock outstanding as of March 19, 2026 was 72,494,116. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities33Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure81Item 9A.Controls and Procedures81Item 9B.Other Information81Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82 PART III Item 10.Directors, Executive Officers and Corporate Governance83Item 11.Executive Compensation89Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13.Certain Relationships and Related Transactions, and Director Independence96Item 14.Principal Accounting Fees and Services101 PART IV Item 15.Exhibits, Financial Statement Schedules102Item 16.Form 10-K Summary102Signatures107 EXPLANATORY NOTE In this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), the terms “we,” “us,” “our,”the “Company,” and “GCT” generally refer to GCT Semiconductor, Inc. prior to the consummation of the business combinationcompleted on March 26, 2024, and to GCT Semiconductor Holding, Inc. following such business combination, unless the contextotherwise indicates. As a result of that transaction, GCT Semiconductor, Inc. became a wholly owned subsidiary of ConcordAcquisition Corp III, which was renamed GCT Semiconductor Holding, Inc., and the financial statements included in this AnnualReport reflect the results of the combined company for the periods presented. Certain statements contained in this Annual Report,including statements regarding our plans, strategies, and expectations for our