Chegg (CHGG) Form 4 details major RSU and PSU awards

Rhea-AI Filing Summary

Chegg, Inc. reported an equity grant to its CFO and Treasurer on 11/17/2025. The officer received 500,000 shares of common stock in the form of restricted stock units (RSUs) at a price of $0, increasing his directly held common shares to 1,671,200, and another 500,000 shares as performance-based restricted stock units (PSUs), bringing his holding to 2,171,200 shares after the second grant.

The RSUs represent the right to receive one share of Chegg common stock per unit and are scheduled to vest over time, beginning one year after the vesting commencement date, with additional vesting quarterly thereafter, subject to continued service. The 2025 PSUs will vest based on Chegg’s stock price performance, with 25% of the shares vesting at each of four appreciation thresholds of 50%, 75%, 100% and 125%, also subject to continued service and a prior performance determination by the Compensation Committee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Longo David

Role CFO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	500,000	$0.00	--
Grant/Award	Common Stock	500,000	$0.00	--

Holdings After Transaction: Common Stock — 1,671,200 shares (Direct)

Footnotes (1)

1. Represents an annual grant of restricted stock units ("RSUs"). 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 1/3 after one year and quarterly thereafter, subject to the Reporting Person's continued service on our board through the vesting date. Vesting Commencement Date is 11.11.2025 Represents the number of shares of Common Stock subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2025 (the "2025 PSUs") that shall now be subject to vesting following the Compensation Committee's determination of the achievement of certain performance measurements on 10/28/2028. The shares subject to the 2025 PSUs allocated to each performance metric shall vest as follows: 25% shall vest upon the stock appreciation by 50%, and then similarly in same tranches upon stock appreciation by 75%, 100% and 125% respectively with 25% each tranche subject to the Reporting Person's continued service through each vesting date. VCD is 10/28/2025

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
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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^*

Longo David

(Last) (First) (Middle)

C/O CHEGG, INC

3990 FREEDOM CIR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		A		500,000(1)	A	$0	1,671,200	D
Common Stock	11/17/2025		A		500,000(2)	A	$0	2,171,200	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"). 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 1/3 after one year and quarterly thereafter, subject to the Reporting Person's continued service on our board through the vesting date. Vesting Commencement Date is 11.11.2025

2. Represents the number of shares of Common Stock subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2025 (the "2025 PSUs") that shall now be subject to vesting following the Compensation Committee's determination of the achievement of certain performance measurements on 10/28/2028. The shares subject to the 2025 PSUs allocated to each performance metric shall vest as follows: 25% shall vest upon the stock appreciation by 50%, and then similarly in same tranches upon stock appreciation by 75%, 100% and 125% respectively with 25% each tranche subject to the Reporting Person's continued service through each vesting date. VCD is 10/28/2025

Remarks:

	/s/ Damon Nakamura, Attorney-in-Fact for David Longo	11/19/2025
	** 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

What equity awards did Chegg (CHGG) grant to its CFO on 11/17/2025?

On 11/17/2025, Chegg granted its CFO and Treasurer 500,000 RSUs and 500,000 PSUs, each unit representing one share of Chegg common stock at a grant price of $0.

How many Chegg (CHGG) shares does the CFO own after the reported transactions?

Following the two equity grants reported, the CFO beneficially owns 2,171,200 shares of Chegg common stock in direct ownership.

How do the Chegg (CHGG) RSUs granted to the CFO vest?

The 500,000 RSUs vest over time, with 1/3 vesting after one year from the vesting commencement date and the remainder vesting quarterly thereafter, subject to the officer’s continued service.

What are the performance conditions for the Chegg (CHGG) 2025 PSUs?

The 500,000 2025 PSUs vest in four 25% tranches when Chegg’s stock appreciates by 50%, 75%, 100%, and 125%, following a Compensation Committee performance determination and subject to continued service.

What is the role of the reporting person in Chegg (CHGG)?

The reporting person in this filing is an officer of Chegg, serving as CFO & Treasurer.

Were these Chegg (CHGG) equity awards purchased for cash by the CFO?

No cash was paid for these awards; both the 500,000 RSUs and 500,000 PSUs were granted at a reported price of $0 per share.