Chegg (CHGG) Form 4: Marcela Martin Awarded 55k RSUs

Rhea-AI Filing Summary

Chegg, Inc. (CHGG) Form 4 filing overview: On 06/04/2025, director Marcela K. Martin received an annual grant of 55,000 restricted stock units (RSUs) for board service. Each RSU converts into one common share upon vesting on the one-year anniversary of the grant date, contingent on continued board service. The award was issued at $0 exercise price, increasing Martin’s total direct beneficial ownership to 142,518 shares following the transaction. No shares were disposed of, and no derivative securities other than the RSUs were reported. The filing, executed by attorney-in-fact Woodie H. Dixon Jr. on 06/23/2025, indicates routine director compensation and does not cite any 10b5-1 trading plan.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; immaterial to CHGG valuation.

The 55,000-share RSU award represents less than 0.05% of Chegg’s ~123 million shares outstanding and therefore has negligible dilution impact. Because the grant vests over one year and was issued at no cost, it aligns with standard director compensation practices and signals continued board engagement by Marcela Martin. No purchase, sale, or derivative exercise occurred, so there is no immediate market transaction to influence supply or insider sentiment. Overall, the filing is administrative and neutral for investors.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Martin Marcela

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	55,000	$0.00	--

Holdings After Transaction: Common Stock — 142,518 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martin Marcela

(Last) (First) (Middle)

3990 FREEDOM CIRCLE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [ CHGG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2025		A		55,000(1)	A	$0	142,518	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an annual grant of restricted stock units ("RSUs") for board service. Each RSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The shares underlying the RSUs will vest on the one-year anniversary of the grant date, subject to the Reporting Person's continued service on our board through the vesting date.

Remarks:

	Woodie H. Dixon Jr., Attorney-in-Fact for Marcela K. Martin	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Chegg (CHGG) shares did Marcela Martin receive in the latest Form 4?

She received 55,000 restricted stock units, each representing one future share.

What is the vesting schedule for the 55,000 RSUs granted to Marcela Martin?

The RSUs vest in full one year after the 06/04/2025 grant date, contingent on continued board service.

What is Marcela Martin's total beneficial ownership after this transaction?

Following the grant, she beneficially owns 142,518 shares of Chegg common stock.

Was any cash paid for the RSU grant reported in Chegg's Form 4?

No. The RSUs were granted at a $0 exercise or purchase price as part of director compensation.

Does the Form 4 mention a Rule 10b5-1 trading plan?

The filing does not indicate the transaction was made pursuant to a 10b5-1 plan.