Chegg CEO has 198,279 shares withheld for taxes

The CEO's reported share withholding covered federal and state taxes tied to RSU vesting and settlement, not a sale of shares.

Rhea-AI Filing Summary

Daniel Rosensweig, Chegg, Inc.'s President, CEO and Executive Chairman, had 198,279 common shares automatically withheld by the issuer on October 28, 2026, to satisfy federal and state tax obligations arising from vesting and settlement of restricted stock units (RSUs). The reported price was $0.6971 per share, and his direct common-stock holdings following the transaction were 7,429,162 shares.

The report also lists indirect holdings through The Rosensweig Family Revocable Trust and The Rosensweig 2012 Irrevocable Children's Trust, with Rosensweig identified as a co-trustee of each.

Insider Trade Summary

Exercise Price or Tax Liability: 198,279 shares

Exercise Price or Tax Liability 3 txns

Insider ROSENSWEIG DANIEL

Role PRESIDENT, CEO, EXEC CHAIRMAN

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock F1	198,279	$0.6971	$138K
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 7,429,162 shares (Direct); Common Stock — 49,842 shares (Indirect, See footnote.)

Footnotes (3)

1. F1. 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.
2. F2. Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee.
3. F3. Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12. The Reporting Person is a Co-Trustee.

Key Figures

Shares withheld: 198,279 shares Reported price per share: $0.6971 per share Direct shares following transaction: 7,429,162 shares

3 metrics

Shares withheld 198,279 shares October 28, 2026; RSU vesting and settlement

Reported price per share $0.6971 per share October 28, 2026 transaction

Direct shares following transaction 7,429,162 shares After the October 28, 2026 transaction

Key Terms

restricted stock units ("RSUs"), Section 16b-3(e), Rule 16b-3

3 terms

restricted stock units ("RSUs") financial

"agreement governing the restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e)"

Rule 16b-3 regulatory

"issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CHGG shares were withheld from Daniel Rosensweig?

Chegg automatically withheld 198,279 common shares from Daniel Rosensweig on October 28, 2026, to satisfy federal and state tax withholding obligations resulting from RSU vesting and settlement. The reported price was $0.6971 per share.

Did Daniel Rosensweig sell the CHGG shares reported?

No. The 198,279 shares were automatically withheld by the issuer for federal and state tax obligations arising from RSU vesting and settlement, then cancelled by the issuer. The footnote states that Rosensweig did not sell the shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 11:22 AM EDT Accepted by SEC EDGAR 10/29/2026 - 11:21 AM EDT Learn about SEC filing dates

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^*

ROSENSWEIG DANIEL

(Last) (First) (Middle)

C/O CHEGG, INC

2261 MARKET STREET SUITE 46218

(Street)

SAN FRANCISCO CALIFORNIA 94114

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO, EXEC CHAIRMAN

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

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

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

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

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	10/28/2026		F		198,279(1)	D	$0.6971	7,429,162	D
Common Stock								25,000	I	See footnote.(2)
Common Stock								24,842	I	See footnote.(3)

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. 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.

2. Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee.

3. Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12. The Reporting Person is a Co-Trustee.

Remarks:

	Kirk Johnson, Attorney-in-Fact for Daniel Rosensweig	10/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)