STOCK TITAN

Chegg (NYSE: CHGG) CEO reports 8,293 shares withheld to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CHEGG, INC President, CEO and Executive Chairman Daniel Rosensweig reported routine equity updates involving tax withholding and prior-period adjustments. On June 12, 2026, a total of 8,293 shares of common stock were automatically withheld and cancelled at $1.11 per share to cover federal and state tax obligations tied to the vesting and settlement of performance stock units and restricted stock units, rather than sold in the market.

The filing also corrects the executive’s historical beneficial ownership by 24,000 shares, reflecting 16,000 shares acquired under Chegg’s Employee Stock Purchase Plan during two 2025 purchase periods and 8,000 shares acquired under the plan on May 15, 2026, with no current transaction in those shares. Following these changes, Rosensweig reports 7,633,778 common shares held directly, plus indirect holdings of 24,842 and 25,000 shares in family trusts where he serves as co‑trustee.

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Insider ROSENSWEIG DANIEL
Role PRESIDENT, CEO, EXEC CHAIRMAN
Sold 8,293 shs ($9K)
Type Security Shares Price Value
Sale Common Stock 1,956 $1.11 $2K
Sale Common Stock 6,337 $1.11 $7K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,640,115 shares (Direct, null); Common Stock — 25,000 shares (Indirect, See footnote.)
Footnotes (1)
  1. The shares reported in Column 5 include an adjustment of 24,000 shares to correct the reporting person's beneficial ownership. The adjustment reflects (i) 16,000 shares acquired under the Issuer's Employee Stock Purchase Plan during two purchase periods in 2025 that were inadvertently omitted from prior beneficial ownership calculations identified during historical records review, (ii) 8,000 shares acquired under the Issuer's Employee Stock Purchase Plan on May 15, 2026. No current transaction is being reported with respect to these shares, and the adjustment is being made solely to reflect the reporting person's accurate beneficial ownership. 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. Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee. Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12. The Reporting Person is a Co-Trustee.
Shares withheld for taxes 8,293 shares Automatically withheld and cancelled to satisfy tax obligations on vested PSUs and RSUs
Withholding price $1.11 per share Value used for 8,293 shares withheld to cover federal and state taxes
Direct holdings after update 7,633,778 shares Chegg common stock directly held by Daniel Rosensweig after reported transactions
Beneficial ownership adjustment 24,000 shares ESPP shares from 2025 periods and May 15, 2026 correcting prior beneficial ownership
First family trust holdings 24,842 shares Common stock held by The Rosensweig Family Revocable Trust where he is co‑trustee
Second family trust holdings 25,000 shares Common stock held by The Rosensweig 2012 Irrevocable Children's Trust where he is co‑trustee
Employee Stock Purchase Plan financial
"shares acquired under the Issuer's Employee Stock Purchase Plan during two purchase periods in 2025"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
performance stock units financial
"performance stock units ("PSUs") to satisfy federal and state tax withholding obligations"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability"
beneficial ownership financial
"omitted from prior beneficial ownership calculations identified during historical records review"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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SEC Form 4
FORM 4UNITED 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 FRANSISCO 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT, CEO, EXEC CHAIRMAN
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock7,642,071(1)D
Common Stock06/12/2026S1,956(2)D$1.117,640,115D
Common Stock06/12/2026S6,337(3)D$1.117,633,778D
Common Stock25,000ISee footnote.(4)
Common Stock24,842ISee footnote.(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The shares reported in Column 5 include an adjustment of 24,000 shares to correct the reporting person's beneficial ownership. The adjustment reflects (i) 16,000 shares acquired under the Issuer's Employee Stock Purchase Plan during two purchase periods in 2025 that were inadvertently omitted from prior beneficial ownership calculations identified during historical records review, (ii) 8,000 shares acquired under the Issuer's Employee Stock Purchase Plan on May 15, 2026. No current transaction is being reported with respect to these shares, and the adjustment is being made solely to reflect the reporting person's accurate beneficial ownership.
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 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.
3. 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.
4. Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee.
5. 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 Rosensweig06/13/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider activity did Chegg (CHGG) report for Daniel Rosensweig?

Chegg reported that CEO Daniel Rosensweig had 8,293 shares of common stock automatically withheld and cancelled at $1.11 per share to cover tax obligations from vested stock awards, plus a 24,000-share correction to earlier Employee Stock Purchase Plan ownership records.

Did Chegg CEO Daniel Rosensweig sell shares in the open market?

No, the Form 4 states the shares were not sold in the open market. Instead, 8,293 shares were automatically withheld and cancelled by Chegg to satisfy federal and state tax withholding obligations arising from vesting and settlement of performance and restricted stock units.

How many Chegg shares does Daniel Rosensweig hold after this Form 4?

After the reported transactions, Daniel Rosensweig directly holds 7,633,778 Chegg common shares. He also reports indirect holdings of 24,842 shares and 25,000 shares through family trusts where he serves as co‑trustee, reflecting his updated beneficial ownership position.

What is the 24,000-share adjustment in Chegg’s Form 4 filing?

The 24,000-share adjustment corrects Rosensweig’s prior beneficial ownership. It reflects 16,000 shares acquired via the Employee Stock Purchase Plan during two 2025 periods and 8,000 shares acquired on May 15, 2026, with no new transaction occurring in connection with this correction.

At what price were the Chegg shares withheld for Daniel Rosensweig’s taxes?

The shares withheld to cover Daniel Rosensweig’s tax obligations were valued at $1.11 per share. In total, 8,293 common shares were automatically withheld and cancelled in connection with the vesting and settlement of performance stock units and restricted stock units.

How are Daniel Rosensweig’s indirect Chegg shareholdings structured?

Rosensweig’s indirect Chegg holdings are held through two family trusts. One trust holds 24,842 shares and another holds 25,000 shares, with Rosensweig serving as co‑trustee of each, giving him reported indirect beneficial ownership of those trust-held common shares.