[8-K] CHEGG, INC Reports Material Event

Rhea-AI Filing Summary

Chegg, Inc. entered into a new retention arrangement with its Chief Financial Officer, David Longo, aimed at keeping him in his role through a defined period. The agreement raises his annual base salary to $750,000 starting November 16, 2025 and offers four quarterly cash retention bonuses of $250,000 each, tied to continued employment through November 28, 2025, February 27, 2026, May 29, 2026 and August 31, 2026. If he qualifies for severance under an involuntary termination in connection with a change in control, he would also receive an extra transaction bonus severance payment of $500,000.

In addition to cash elements, Mr. Longo received a retention equity package. This includes 500,000 time-based restricted stock units, with one-third vesting on the first anniversary of November 11, 2025 and the rest vesting quarterly over the following two years, subject to continued service. He also received up to 500,000 performance-based restricted stock units that vest only if specified stock-price hurdles are achieved within 36 months, with performance certification points after 18 and 36 months.

Insights

Equity compensation and governance analyst

Chegg adopts sizable cash and equity package to retain its CFO.

The company has approved a mix of higher salary, cash retention bonuses, and large equity grants for its Chief Financial Officer, David Longo. The salary is raised to $750,000, with four quarterly retention bonuses of $250,000 each tied to specific dates between November 2025 and August 2026. An additional transaction bonus of $500,000 may be paid if he becomes entitled to change-in-control severance.

The equity component totals up to 1,000,000 shares through restricted stock units and performance-based restricted stock units. Time-based RSUs covering 500,000 shares vest over roughly three years, while up to 500,000 performance-based RSUs depend on achieving stock-price hurdles within a 36‑month period, with certification events after 18 and 36 months. This structure blends retention (time-based vesting) with performance orientation (stock-price hurdles).

From an investor perspective, this is a governance and incentive-design update rather than a transformative financial event. It signals the board’s focus on retaining the current CFO through at least the medium term and aligning a meaningful portion of his potential upside with share price performance over the 36‑month performance window described.

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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): November 17, 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 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2025, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Chegg, Inc. (“we,” “us,” “our,” “Company” or “Chegg”) approved an Increased Salary, Retention Bonus and Bonus Severance Terms Agreement (“Retention Agreement”) with David Longo, the Company’s Chief Financial Officer. Pursuant to the terms of the Retention Agreement, Mr. Longo’s annual base salary was increased to $750,000 beginning November 16, 2025, and he is eligible for four quarterly retention bonuses of $250,000 each based on continued employment through specified retention dates (November 28, 2025; February 27, 2026; May 29, 2026; and August 31, 2026). In addition, pursuant to the terms of the Retention Agreement, in the event Mr. Longo becomes entitled to severance benefits pursuant to the Involuntary Termination in Connection with a Change in Control provisions of the previously disclosed Chegg, Inc. Severance Plan, adopted effective October 17, 2024, he will be entitled to an additional transaction bonus severance payment in the total amount of $500,000.

The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Retention Agreement which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

On November 17, 2025, the Compensation Committee also approved a retention award to Mr. Longo of (i) restricted stock units covering 500,000 shares, one-third of which vests on the first anniversary of November 11, 2025 and the remainder of which vests on a quarterly basis over the following two years, subject to continuous service through each vesting date; and (ii) performance-based restricted stock units covering up to 500,000 shares that vest based on certification of achievement on certain stock-price hurdles within the 36 month period following the date of grant, with certification events occurring after 18 months and 36 months.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
10.1						Increased Salary, Retention Bonus and Bonus Severance Terms Agreement between the Company and David Longo
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

David Longo

Chief Financial Officer

Date: November 20, 2025