Chegg (NYSE: CHGG) CFO Form 4 shows RSU tax share withholding shares

Rhea-AI Filing Summary

Chegg, Inc. executive David Longo, the CFO and Treasurer, reported routine share withholding related to restricted stock units (RSUs). On January 12, 2026, two Form 4 transactions coded "F" show common shares withheld by Chegg to cover tax obligations triggered by RSU vesting.

The first transaction involved 1,815 common shares at $0.92 per share, and the second involved 262,923 common shares at $0.92 per share. According to the footnote, these shares were automatically cancelled by the company to satisfy federal and state tax withholding, and were not sold by Longo on the open market. After these transactions, Longo directly owns 1,906,462 shares of Chegg common stock.

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

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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)
01/12/2026

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	01/12/2026		F		1,815(1)	D	$0.92	2,169,385	D
Common Stock	01/12/2026		F	V	262,923(1)	D	$0.92	1,906,462	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. 1. Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.

Remarks:

	/s/ Damon Nakamura, Attorney-in-Fact for David Longo	01/14/2026
	** 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 insider transaction did Chegg (CHGG) report for CFO David Longo?

Chegg reported that CFO and Treasurer David Longo had common shares withheld in two Form 4 transactions coded "F" on January 12, 2026, tied to RSU vesting and tax withholding.

How many Chegg (CHGG) shares were withheld for David Longos RSU taxes?

The Form 4 shows 1,815 common shares and 262,923 common shares withheld at $0.92 per share in connection with RSU vesting and related tax obligations.

Did Chegg CFO David Longo sell shares on the open market in this Form 4?

No. The footnote explains that all reported shares were automatically withheld and cancelled by Chegg to satisfy tax withholding from RSU vesting, and were not sold by Longo.

How many Chegg (CHGG) shares does David Longo own after these Form 4 transactions?

Following the reported RSU tax-withholding transactions, David Longo directly owns 1,906,462 shares of Chegg common stock.

What does transaction code "F" mean in David Longos Chegg Form 4?

Transaction code "F" indicates an exempt transaction under Section 16b-3(e), where shares are delivered or withheld to pay the exercise price or tax liability related to equity awards such as RSUs.

Is this Chegg (CHGG) Form 4 filing for an individual or a group?

The filing is marked as Form filed by One Reporting Person, covering David Longo in his capacity as Cheggs CFO and Treasurer.