Chegg (NYSE: CHGG) faces NYSE warning after 30-day average price under $1

Rhea-AI Filing Summary

Chegg, Inc. reports that the New York Stock Exchange has notified the company that it is out of compliance with the exchange’s minimum share price rule, because the average closing price of its common stock was less than $1.00 over a consecutive 30 trading-day period ending December 11, 2025.

The company plans to notify the NYSE of its intent to regain compliance, which may include, if needed, a reverse stock split subject to board and stockholder approval. Chegg has a six-month cure period to return its closing and 30‑day average share price to at least $1.00 on the last trading day of a calendar month. Its stock will continue trading on the NYSE during this period, but if Chegg does not regain compliance, the common stock will be subject to NYSE suspension and delisting procedures.

Positive

• None.

Negative

• NYSE minimum price non-compliance creates a defined six-month cure period and explicit risk that Chegg’s common stock could face suspension and delisting if compliance is not restored.

Insights

Equity Markets Analyst

Chegg faces NYSE minimum-price non-compliance, with a six-month window to cure or risk suspension and delisting.

Chegg has received notice from the New York Stock Exchange that it no longer meets Section 802.01C because the average closing share price of its common stock was below $1.00 over a consecutive 30 trading-day period ending December 11, 2025. The NYSE framework gives Chegg a six-month cure period, during which it can regain compliance if, on the last trading day of any calendar month, the closing share price and the 30 trading-day average are each at least $1.00.

The company states that it intends to notify the NYSE of its plan to regain compliance and notes that potential actions may include, if necessary, effecting a reverse stock split, subject to approval by its board and stockholders. It emphasizes that the NYSE notice does not immediately affect the listing status, and the stock is expected to continue trading during the cure period as long as other listing standards are met.

Forward-looking statements highlight several uncertainties, including the possibility that Chegg may be unable to regain or maintain compliance with NYSE standards and that its common stock may be delisted. The company also points to potential reactions from employees, vendors, customers, lenders and investors, as well as the impact of its ongoing process to explore strategic alternatives and the outcome of that process.

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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): December 12, 2025

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.)

3990 Freedom Circle
Santa Clara,			California						95054
(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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

On December 12, 2025, 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 as of December 11, 2025 was less than $1.00 over a consecutive 30 trading-day period.

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 by the board of directors and stockholders 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 continually 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 December 15, 2025 announcing receipt of the above-mentioned notice, 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, lenders 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 impact of the Company’s commencement of a process to explore strategic alternatives and the outcome of such process, 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, 2024, 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 December 15, 2025
104						Cover 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

Date: December 15, 2025

FAQ

Why did Chegg (CHGG) receive a non-compliance notice from the NYSE?

Chegg received the notice because the average closing share price of its common stock was less than $1.00 over a consecutive 30 trading-day period ending December 11, 2025, violating the NYSE minimum price rule.

How can Chegg (CHGG) regain compliance with the NYSE minimum share price requirement?

Chegg can regain compliance within the six-month cure period if, on the last trading day of any calendar month, its 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 preceding 30 trading days.

Is Chegg considering a reverse stock split to address the NYSE notice?

Yes. Chegg states that its plan to regain compliance may include, if necessary, effecting a reverse stock split, which would require approval by its board of directors and stockholders.

Will Chegg’s stock be immediately delisted from the NYSE after this notice?

No. The notice has no immediate impact on the listing of Chegg’s common stock. The shares are expected to continue trading on the NYSE during the six-month cure period, provided Chegg meets the exchange’s other continued listing standards.

What happens if Chegg does not regain compliance with the NYSE minimum share price rule?

If Chegg fails to regain compliance within the six-month cure period, its common stock will be subject to the NYSE’s suspension and delisting procedures.

What risks does Chegg highlight in connection with the NYSE non-compliance notice?

Chegg cites risks that it may be unable to regain or continue to meet NYSE listing standards, that the NYSE may delist its common stock, and that the notice and its strategic alternatives process could influence reactions from employees, vendors, customers, lenders and investors.