Chegg (NYSE: CHGG) plans $8.9M repurchase of 0% 2026 convertible notes

Rhea-AI Filing Summary

Chegg, Inc. is entering into privately negotiated agreements to repurchase approximately $8.9 million in aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2026 for an aggregate cash price of about $8.3 million. These note repurchase transactions are being made under the company’s previously announced securities repurchase program and are expected to close on December 30, 2025, subject to customary closing conditions.

After the closing, about $53.9 million aggregate principal amount of the 2026 Notes will remain outstanding, and approximately $141.8 million will remain available under the securities repurchase program, giving Chegg additional room for future repurchases.

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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 23, 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 8.01    Other Events

On December 23, 2025, Chegg, Inc. (the “Company”) entered into individual, privately negotiated repurchase agreements with certain holders of its outstanding 0% Convertible Senior Notes due 2026 (the “2026 Notes”) to repurchase approximately $8.9 million in aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of approximately $8.3 million (the “notes repurchase transactions”). The notes repurchase transactions were entered into in connection with our previously announced securities repurchase program and are expected to close on December 30, 2025, subject to the satisfaction of customary closing conditions. Following the closing, approximately $53.9 million aggregate principal amount of the 2026 Notes will remain outstanding and $141.8 million will remain available under our 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 transactions, the ability to complete the note repurchase transactions on the timeline described herein or at all, and the final aggregate cash repurchase prices for the notes repurchase transactions 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 changes in the price of our common stock and changes in the convertible note or other capital markets. 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.

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 29, 2025

FAQ

What did Chegg (CHGG) announce regarding its 0% Convertible Senior Notes due 2026?

Chegg announced that it entered into individual, privately negotiated agreements to repurchase approximately $8.9 million in aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2026 for an aggregate cash repurchase price of about $8.3 million.

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

Following completion of the note repurchase transactions, approximately $53.9 million aggregate principal amount of Chegg’s 0% Convertible Senior Notes due 2026 will remain outstanding.

Is the Chegg (CHGG) note repurchase part of a broader securities repurchase program?

Yes. Chegg states that the note repurchase transactions are being carried out in connection with its previously announced securities repurchase program.

How much capacity remains under Chegg’s securities repurchase program after these transactions?

After the closing of the note repurchase transactions, approximately $141.8 million will remain available under Chegg’s securities repurchase program.

When are Chegg’s 2026 note repurchase transactions expected to close?

Chegg expects the note repurchase transactions to close on December 30, 2025, subject to the satisfaction of customary closing conditions.

What risks does Chegg highlight related to completing the 2026 note repurchase?

Chegg identifies forward-looking statement risks, including the ability to complete the note repurchase transactions on the described timeline or at all, the final aggregate cash repurchase prices, and factors such as changes in its common stock price and conditions in the convertible note or other capital markets.

What type of notes is Chegg repurchasing in this transaction?

Chegg is repurchasing its outstanding 0% Convertible Senior Notes due 2026, which are senior unsecured convertible debt instruments that bear a 0% coupon and mature in 2026.