Chegg (CHGG) insider filing shows 6,337 shares withheld for RSU taxes

Rhea-AI Filing Summary

Chegg, Inc. reported an insider share withholding by its executive chairman and director Daniel Rosensweig. On 12/12/2025, 6,337 shares of common stock were disposed of at a price of $0.92 per share in a transaction coded "F," which the footnotes describe as an exempt event where shares were automatically withheld by the company to satisfy federal and state tax withholding obligations arising from the vesting and settlement of restricted stock units ("RSUs"). The shares were cancelled by Chegg and were not sold by Rosensweig.

After this tax-withholding transaction, Rosensweig directly beneficially owned 7,525,075 shares of Chegg common stock. He also indirectly held 25,000 shares through The Rosensweig Family Revocable Trust U/A/D 03-12-07 and 24,842 shares through The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12, where he serves as co-trustee.

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^*

ROSENSWEIG DANIEL

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRMAN

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

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	12/12/2025		F(1)		6,337	D	$0.92	7,525,075	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:

	/s/ Damon Nakamura, Attorney-in-Fact for Daniel Rosensweig	12/15/2025
	** 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).
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FAQ

What insider transaction did Chegg (CHGG) disclose in this filing?

The filing shows that Daniel Rosensweig, Chegg's executive chairman and director, had 6,337 shares of common stock disposed of on 12/12/2025 at $0.92 per share in a transaction coded "F" related to tax withholding on vested RSUs.

Was the Chegg (CHGG) insider transaction an open-market sale?

No. The footnotes state that all 6,337 shares were automatically withheld and cancelled by Chegg to satisfy federal and state tax withholding obligations from the vesting and settlement of RSUs, and that Rosensweig did not sell these shares.

How many Chegg (CHGG) shares does Daniel Rosensweig own after this transaction?

Following the reported transaction, Daniel Rosensweig directly beneficially owned 7,525,075 shares of Chegg common stock. He also held 25,000 shares indirectly through The Rosensweig Family Revocable Trust and 24,842 shares indirectly through The Rosensweig 2012 Irrevocable Children's Trust.

What is the nature of Daniel Rosensweigs indirect ownership of Chegg (CHGG) shares?

Rosensweigs indirect holdings consist of 25,000 shares held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 and 24,842 shares held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12, where he is identified as a co-trustee for each trust.

What does transaction code "F" mean in this Chegg (CHGG) insider report?

The explanation states the transaction is an exempt transaction under Section 16b-3(e), where shares are delivered or withheld to pay the exercise price or tax liability. In this case, shares were withheld and cancelled to cover tax withholding related to restricted stock units (RSUs).

What roles does Daniel Rosensweig hold at Chegg (CHGG)?

The filing identifies Daniel Rosensweig as both a director and an officer of Chegg, specifically serving as Executive Chairman.