[144] Newegg Commerce, Inc. SEC Filing

Rhea-AI Filing Summary

Newegg Commerce, Inc. submitted a Form 144 indicating a proposed sale of 150,000 shares of common stock through Fidelity Brokerage Services on 08/22/2025. The filing lists an aggregate market value of $15,463,283.78 and reports 19,478,394 shares outstanding, so the proposed block represents approximately 0.77% of the outstanding common stock. The securities to be sold were largely acquired by the holder through stock option exercises executed between July 2022 and January 2023, plus an option grant vesting noted for 08/22/2025. No securities were reported sold by this person in the past three months, and the filer certifies they are unaware of undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Routine insider sale notice for 150,000 shares (~0.77% outstanding), likely non-material to valuation.

The Form 144 documents a single proposed brokered sale of 150,000 common shares via Fidelity with an aggregate market value of $15.46 million and an approximate sale date of 08/22/2025. Acquisition history shows the shares were obtained primarily through stock option exercises between 07/11/2022 and 02/26/2023, with an additional option-related line tied to 08/22/2025. No sales in the prior three months are reported. Given the size relative to total shares outstanding, this filing appears to be routine liquidity by an option-holder rather than a large, dilutive disposition.

Corporate Governance Expert

TL;DR: Insider complies with Rule 144 disclosure; no governance red flags evident from the notice alone.

The notice affirms the seller’s representation of no undisclosed material adverse information and indicates standard broker-assisted execution. The detailed acquisition table documents option exercise origins and cash payments, supporting compliance with required disclosure about provenance of the shares. There is no evidence in the filing of accelerated insider selling or clustering of prior sales that would raise immediate governance concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	150000	15463283.78	19478394	08/22/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/11/2022	Stock Option Exercise	Issuer			5324	07/11/2022	Cash
Common	11/26/2022	Stock Option Exercise	Issuer			21351	11/26/2022	Cash
Common	12/26/2022	Stock Option Exercise	Issuer			2513	12/26/2022	Cash
Common	01/26/2023	Stock Option Exercise	Issuer			2515	01/26/2023	Cash
Common	02/26/2023	Stock Option Exercise	Issuer			1936	02/26/2023	Cash
Common	08/22/2025	Option Granted - 06/15/2020	Issuer			116361	08/22/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Newegg's (NEGG) Form 144 report?

The filing reports a proposed sale of 150,000 common shares via Fidelity with an aggregate market value of $15,463,283.78 and an approximate sale date of 08/22/2025.

How large is the proposed sale relative to NEGG's outstanding shares?

The proposed sale of 150,000 shares represents approximately 0.77% of the reported 19,478,394 shares outstanding.

How were the shares being sold acquired?

The shares were acquired primarily through stock option exercises on dates between 07/11/2022 and 02/26/2023, plus an item linked to an option grant noted for 08/22/2025.

Has the filer sold any NEGG securities in the past three months?

The Form 144 states Nothing to Report for securities sold by this person during the past three months.

Does the filing disclose any undisclosed material information about Newegg?

By signing the notice, the person represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.