STOCK TITAN

Chegg (NYSE: CHGG) faces NYSE notice after 30-day average falls below $1

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chegg, Inc. received notice from the New York Stock Exchange that it is not in compliance with Section 802.01C because the average closing share price of its common stock was less than $1.00 over a consecutive 30 trading‑day period ending on July 23, 2026. A prior minimum‑price notice from December 2025 had been cured by the end of May 2026.

The company plans to notify the NYSE of its intent to regain compliance, potentially including a reverse stock split subject to board approval. Chegg has a six‑month cure period during which its stock will continue trading on the NYSE, provided it meets other continued listing standards; failure to regain compliance would subject the shares to NYSE suspension and delisting procedures.

Positive

  • None.

Negative

  • NYSE issues noncompliance notice after 30‑day average falls below $1.00.

Filing Explained

During the six-month cure period following the July 24, 2026 notice, Chegg can regain NYSE compliance only if, on a month’s last trading day, its stock closes at least $1.00 and its preceding 30-trading-day average closing price is also at least $1.00.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum share price threshold $1.00 per share NYSE continued listing requirement under Section 802.01C
Measurement period 30 trading-day period Average closing price below $1.00 over this span ending July 23, 2026
Cure period length six-month period Time allowed to regain NYSE minimum share price compliance
Skilling market size $40 billion Estimated size of the skilling market targeted by Chegg
End of measurement window July 23, 2026 Last day of the 30 trading‑day period used by NYSE
Section 802.01C regulatory
"not in compliance with Section 802.01C of the NYSE Listed"
reverse stock split financial
"may include, if necessary, effecting a reverse stock split, subject"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
continued listing standards regulatory
"subject to the Company’s compliance with the other NYSE continued"
Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.
suspension and delisting procedures regulatory
"Company’s common stock will be subject to NYSE’s suspension and"
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the Private Securities"

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

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FAQ

Why did Chegg (CHGG) receive a NYSE noncompliance notice?

Chegg received the notice because the average closing price of its common stock was below $1.00 over a consecutive 30 trading‑day period ending July 23, 2026, violating the NYSE minimum share price requirement under Section 802.01C of the Listed Company Manual.

How long does Chegg (CHGG) have to regain NYSE listing compliance?

Chegg has a six‑month cure period from receipt of the NYSE notice. It can regain compliance if, on the last trading day of any month, the closing price and 30‑day average closing price are each at least $1.00 per share.

What steps might Chegg (CHGG) take to regain NYSE compliance?

Chegg plans to inform the NYSE of its intent to regain compliance and will monitor its share price. Options it may evaluate include, if necessary, effecting a reverse stock split, which would be subject to approval by the company’s board of directors.

Does the NYSE notice immediately affect trading in Chegg (CHGG) shares?

The notice has no immediate impact on trading. Chegg’s common stock will continue to be listed and trade on the NYSE during the six‑month cure period, as long as the company continues to satisfy the exchange’s other continued listing standards.

What happens if Chegg (CHGG) cannot meet the NYSE minimum price requirement?

If Chegg does not regain compliance with the $1.00 minimum share price requirement within the six‑month cure period, its common stock would become subject to the NYSE’s suspension and delisting procedures, which could ultimately remove the shares from NYSE trading.

What market does Chegg (CHGG) target with its learning and skilling platform?

Chegg focuses on the skilling market, which it describes as a $40 billion and growing opportunity. The company offers tools for workplace readiness, professional upskilling, language learning, and AI‑driven personalized support for students and lifelong learners.
0001364954false00013649542026-07-242026-07-24

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): July 24, 2026
Chegg, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3618020-3237489
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareCHGGThe 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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

On July 24, 2026, Chegg, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing share price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period ending on July 23, 2026. This notice is separate and distinct from the NYSE notice received by the Company in December 2025 regarding minimum share price requirement compliance, which the Company subsequently cured to regain compliance at the end of May 2026.

As required by the NYSE, the Company intends to notify the NYSE timely of its intent to regain compliance with the NYSE minimum share price requirement, which may include, if necessary, effecting a reverse stock split, subject to approval of the board of directors of the Company. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

The notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and trade on the NYSE during the six-month cure period, subject to the Company’s compliance with the other NYSE continued listing standards. The Company intends to continue to monitor the closing share price of its common stock throughout the cure period and, as appropriate, will evaluate available options to resolve the deficiency and regain compliance with the minimum share price requirement. In the event that the Company fails to regain compliance with the minimum share price requirement, the Company’s common stock will be subject to NYSE’s suspension and delisting procedures.

Item 7.01    Regulation FD Disclosure.

As required by NYSE rules, the Company issued a press release on July 24, 2026 announcing receipt of the notice described above, a copy of which is furnished as Exhibit 99.1 hereto.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

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 Company’s ability to regain compliance with the NYSE minimum share price requirement within the applicable cure period, the Company’s ability to maintain the listing of its common stock on the NYSE, the Company’s intention to monitor the closing share price of its common stock and evaluate available options to resolve the deficiency, including, if necessary, effecting a reverse stock split, and the Company’s ability to continue to comply with other applicable listing standards of the NYSE, 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 reactions from the Company’s employees, vendors, customers, and investors to the Company’s receipt of the NYSE notice of non-compliance, the possibility that the Company is unable to regain compliance with the NYSE minimum share price requirement, or thereafter continue to comply with the NYSE listing standards, the possibility that the NYSE may delist the Company’s common stock, and the risks and uncertainties set forth in the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent filings with the SEC. In addition, new risks may emerge from time to time, and it is not possible for the Company to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements made. 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.




Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.Description
99.1
Press release issued by Chegg, Inc., dated July 24, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 and Corporate Secretary
Date: July 24, 2026


Exhibit 99.1

Chegg Receives Continued Listing Standard Notice from NYSE

July 24, 2026

SANTA CLARA, Calif.-- Chegg, Inc. (“Chegg” or the “Company”) (NYSE:CHGG), a global learning and workforce skilling company, today announced that on July 24, 2026, the Company was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing share price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period ending on July 23, 2026. This notice is separate and distinct from the NYSE notice received by the Company in December 2025 regarding minimum share price requirement compliance, which the Company subsequently cured to regain compliance at the end of May 2026.

As required by the NYSE, the Company intends to notify the NYSE timely of its intent to regain compliance with the NYSE minimum share price requirement, which may include, if necessary, effecting a reverse stock split, subject to the approval of the board of directors of the Company. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company’s common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

The notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and trade on the NYSE during the six-month cure period, subject to the Company’s compliance with the other NYSE continued listing standards. The Company intends to continue to monitor the closing share price of its common stock throughout the cure period and, as appropriate, will evaluate available options to resolve the deficiency and regain compliance with the minimum share price requirement. In the event that the Company fails to regain compliance with the minimum share price requirement, the Company’s common stock will be subject to NYSE’s suspension and delisting procedures.

About Chegg

Chegg is a learning platform helping businesses bring new skills to their workforce and giving lifelong learners and students the skills and confidence to succeed. Focused on the skilling market, which is $40 billion and growing, Chegg offers innovative tools for workplace readiness, professional upskilling, and language learning. Chegg also continues to offer students artificial intelligence (AI)-driven, personalized support. Chegg remains committed to its mission of improving learning outcomes and career opportunities for millions around the world. Chegg is a publicly held company and trades on the NYSE under the symbol CHGG. For more information, visit www.chegg.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release, including statements regarding the Company’s ability to regain compliance with the NYSE minimum share price requirement within the applicable cure period, the Company’s ability to maintain the listing of its common stock on the NYSE, the Company’s intention to monitor the closing share price of its common stock and evaluate available options to resolve the deficiency, including, if necessary, effecting a reverse stock split, and the Company’s ability to continue to comply with other applicable listing standards of the NYSE, 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 reactions from the Company’s employees, vendors, customers, and investors to the Company’s receipt of the NYSE notice of non-compliance, the possibility that the Company is unable to regain compliance with the NYSE minimum share price requirement, or thereafter continue to comply with the NYSE listing standards, the possibility that the NYSE may delist the Company’s common stock, and the risks and uncertainties set forth in the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent filings with the SEC. In addition, new risks



may emerge from time to time, and it is not possible for the Company to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements made. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual future results may be materially different from those anticipated or implied in the forward-looking statements.

Media Contact: press@chegg.com

Investor Contact: Tracey Ford, IR@chegg.com

Filing Exhibits & Attachments

4 documents