CHGG Form 4: Schultz Withholds 20,699 Shares from PSUs and RSUs at $1.54

Rhea-AI Filing Summary

Nathan J. Schultz, Chief Executive Officer and President of Chegg, Inc. (CHGG), reported Section 16 transactions on 09/12/2025 related to withholding of shares to satisfy tax obligations arising from equity awards. The filing shows two exempt dispositions: 2,206 shares withheld from performance stock units (PSUs) and 18,493 shares withheld from restricted stock units (RSUs), each at a reported price of $1.54 per share. Those withholding actions reduced Schultz's reported direct beneficial ownership to 1,482,884 and 1,464,391 shares on the respective reporting lines; he also has an indirect ownership of 306,095 shares through the Schultz Family Trust, where he is a co-trustee. The form was signed by an attorney-in-fact on 09/15/2025. These transactions were executions of withholding provisions and not open-market sales.

Positive

• Transparent disclosure of withholding transactions under Section 16 requirements
• No open-market sales — shares were withheld/cancelled to satisfy tax obligations rather than sold
• Clear identification of indirect ownership via the Schultz Family Trust (306,095 shares)

Negative

• Reduction in direct beneficial holdings by 20,699 shares due to withholding

Insights

Financial Analyst

TL;DR: Routine tax-withholding from vested equity reduced reported direct holdings; no open-market sales were made.

The transactions are described as exempt under Section 16b-3(e), indicating shares were withheld by the issuer to satisfy tax liabilities resulting from the vesting and settlement of PSUs and RSUs. The aggregate number of shares withheld (20,699) is small relative to Schultz's reported direct and indirect holdings, suggesting limited immediate impact on his economic stake. Because shares were cancelled by the issuer rather than sold, there is no change to public float via an open-market disposal disclosed here.

Corporate Governance Expert

TL;DR: Disclosure is timely and follows standard practice for withholding on vested awards; it reflects proper Section 16 reporting.

The Form 4 clearly discloses the nature of the dispositions as withholding to settle tax obligations, cites the governing award agreements, and identifies Schultz's roles and indirect trust ownership. The filing includes execution and signature details, supporting compliance with reporting obligations. These are administrative equity-plan transactions rather than strategic insider dispositions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Schultz Nathan J.

Role CEO & PRESIDENT

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,206	$1.54	$3K
Tax Withholding	Common Stock	18,493	$1.54	$28K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,482,884 shares (Direct); Common Stock — 306,095 shares (Indirect, Schultz Family Trust)

Footnotes (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 performance stock units ("PSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the PSUs. 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. 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. The Reporting Person is a Co-Trustee.

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^*

Schultz Nathan J.

(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)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		F	V	2,206(1)	D	$1.54	1,482,884	D
Common Stock	09/12/2025		F	V	18,493(2)	D	$1.54	1,464,391	D
Common Stock								306,095	I	Schultz Family Trust(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 performance stock units ("PSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the PSUs. 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. 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.

3. The Reporting Person is a Co-Trustee.

Remarks:

	/s/ Damon Nakamura, Attorney-in-Fact for Nathan J. Schultz	09/15/2025
	** 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 shares did Nathan J. Schultz have withheld to cover taxes in this filing for CHGG?

The filing reports 2,206 shares withheld from PSUs and 18,493 shares withheld from RSUs, totaling 20,699 shares.

Were the shares reported on the Form 4 sold on the open market?

No. The filing states the shares were automatically withheld by the issuer to satisfy tax withholding obligations and were cancelled; the Reporting Person did not sell the shares.

What price is listed for the withheld shares in the CHGG Form 4?

The reported price for the withheld shares is $1.54 per share for both transactions dated 09/12/2025.

What are Nathan J. Schultz's reported beneficial ownership totals after the transactions?

Following the reported transactions the filing shows direct beneficial ownership figures of 1,482,884 and 1,464,391 on the respective lines, and 306,095 shares indirectly held through the Schultz Family Trust.

What is Nathan J. Schultz's relationship to Chegg reported on the Form 4?

The Form 4 lists Nathan J. Schultz as CEO & President and indicates he is a Co-Trustee of the Schultz Family Trust.