Chegg to repurchase $20.0M of 2026 notes

Chegg, Inc. entered into a privately negotiated agreement to repurchase $20.0 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 for a total cash price of $19.4 million.

Rhea-AI Filing Summary

Chegg, Inc. entered into a privately negotiated agreement to repurchase $20.0 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 for a total cash price of $19.4 million. This repurchase is part of the company’s previously announced securities repurchase program.

The transaction is expected to close on February 20, 2026, subject to customary closing conditions. After it closes, $33.9 million principal amount of the 2026 notes will remain outstanding, and $122.4 million will still be available under the repurchase program for future transactions.

Insights

Corporate finance analyst

Chegg is retiring part of its 2026 convertible notes at a slight cash discount.

Chegg plans to repurchase $20.0 million principal of 0% Convertible Senior Notes due 2026 for a cash payment of $19.4 million. This reduces outstanding debt and modestly lowers future refinancing or conversion overhang on that note issue.

After closing, notes outstanding will be $33.9 million, with $122.4 million still authorized under the securities repurchase program. Actual impact depends on completion of the repurchase on or around February 20, 2026 and any additional uses of the remaining authorization.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chegg (CHGG) announce in this Form 8-K?

Chegg announced an agreement to repurchase $20.0 million principal of its 0% Convertible Senior Notes due 2026 for $19.4 million in cash. The deal is individually negotiated with a noteholder and is part of Chegg’s existing securities repurchase program.

How much of Chegg’s 2026 convertible notes will remain outstanding?

After the repurchase closes, $33.9 million aggregate principal amount of Chegg’s 0% Convertible Senior Notes due 2026 will remain outstanding. This reflects the retirement of $20.0 million principal through the privately negotiated cash repurchase transaction described in the filing.

How much authorization remains under Chegg’s repurchase program?

Following completion of the notes repurchase, $122.4 million will remain available under Chegg’s securities repurchase program. This remaining capacity can be used for future repurchases, subject to the company’s decisions and any applicable conditions or limitations.

What cash amount is Chegg paying for the 2026 notes repurchase?

Chegg agreed to pay an aggregate cash repurchase price of $19.4 million for $20.0 million principal of its 2026 convertible notes. This represents a modest discount to face value in a privately negotiated transaction with an existing noteholder.

When is Chegg’s 2026 notes repurchase expected to close?

The notes repurchase is expected to close on February 20, 2026, subject to customary closing conditions. Completion depends on those conditions being satisfied, as highlighted in the company’s forward-looking statements and related risk disclosures in the report.

Is Chegg’s notes repurchase part of a broader capital return plan?

Yes. The company states that the notes repurchase transaction is being executed in connection with its previously announced securities repurchase program. After this deal, $122.4 million of authorization remains available for potential additional repurchases or similar capital actions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 09:04 AM Learn about SEC filing dates

0001364954false00013649542026-02-132026-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 13, 2026

Chegg, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36180

20-3237489

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2261 Market Street STE 46218
San Francisco,			California						94114
(Address of principal executive offices)									(Zip Code)

(408) 855-5700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.001 par value per share			CHGG			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

On February 13, 2026, Chegg, Inc. (the “Company”) entered into an individual, privately negotiated repurchase agreement with a holder of its outstanding 0% Convertible Senior Notes due 2026 (the “2026 Notes”) to repurchase $20.0 million in aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of $19.4 million (the “Notes Repurchase Transaction”). The Notes Repurchase Transaction was entered into in connection with the Company's previously announced securities repurchase program and is expected to close on February 20, 2026, subject to the satisfaction of customary closing conditions. Following the closing, $33.9 million aggregate principal amount of the 2026 Notes will remain outstanding and $122.4 million will remain available under the Company's securities repurchase program.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report, including statements regarding the amount of the 2026 Notes to be repurchased, the amount of the 2026 Notes to remain outstanding following completion of the Notes Repurchase Transaction, the ability to satisfy closing conditions and complete the note repurchase transaction on the timeline described herein or at all, and the final aggregate cash repurchase prices for the Notes Repurchase Transaction are forward-looking statements. The words “will,” “plans,” “expects” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including satisfaction of closing conditions, closing of the Notes Repurchase Transaction, and other risks related to the capital markets. In light of these risks, uncertainties and assumptions, the future events discussed in this Current Report on Form 8-K may not occur and actual future results may be materially different from those anticipated or implied in the forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHEGG, INC.

By: /s/ David Longo

Name: David Longo

Title: Chief Financial Officer

Date: February 17, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB