Newegg (NEGG) Form 144 Reveals Large August Insider Disposition

Rhea-AI Filing Summary

Form 144 filed relating to proposed sale of Newegg Commerce, Inc. (NEGG) common stock. The notice reports a proposed sale of 150 shares through Fidelity Brokerage Services on 09/03/2025 with an aggregate market value of $5,926.50. The filer states the shares were acquired on 09/03/2025 via options granted on 06/15/2020 and will be paid in cash. The form also discloses extensive prior sales by the same person over the past three months, including a single large sale of 37,609 shares on 08/25/2025 for $3,219,848.36. The filing lists total outstanding shares as 19,478,394. The filer affirms no undisclosed material adverse information.

Positive

• Regulatory compliance: Form 144 filed to disclose proposed sale and past transactions, meeting Rule 144 disclosure requirements
• Transaction detail provided: Acquisition source (options granted 06/15/2020), payment method (cash), broker name and address are disclosed

Negative

• Large recent disposition: A single sale of 37,609 shares on 08/25/2025 for $3,219,848.36 represents a material insider disposition relative to 19,478,394 outstanding shares
• Frequent sales: Numerous sales across August and early September 2025 could signal substantial insider liquidity-taking and may pressure market perception

Insights

Securities Analyst

TL;DR: Significant insider selling activity reported, including a large block sale that may affect market perception.

The filing shows a proposed sale of 150 NEGG shares by a related party via Fidelity on 09/03/2025 and documents numerous prior disposals over the last month. The standout item is the 08/25/2025 disposal of 37,609 shares for $3,219,848.36, which represents a meaningful single-day liquidation relative to the 19,478,394 shares outstanding. While the current notice covers only a small proposed sale, the cumulative recent sales volume and proceeds are material and could weigh on investor sentiment short term. This disclosure is routine compliance but notable for scale of recent dispositions.

Corporate Governance Expert

TL;DR: The filer has complied with Rule 144 disclosure; multiple recent sales raise governance and signaling considerations.

The Form 144 is complete in listing acquisition details (options from 06/15/2020) and planned sale mechanics (broker and cash settlement). The repeated open-market sales during August and early September, capped by a large 37,609-share sale, merit attention from boards and investors assessing insider alignment. The filer’s attestation that no material nonpublic information exists is present, fulfilling the required representation.

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

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	150	5926.50	19478394	09/03/2025	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	09/03/2025	Options Granted - 06/15/2020	Issuer			150	09/03/2025	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/07/2025	450	25431.14
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/08/2025	150	9000.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/11/2025	150	11575.50
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/12/2025	150	11010.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/13/2025	150	11448.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/14/2025	150	16500.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/15/2025	150	17532.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/18/2025	150	16498.50
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/19/2025	150	15283.50
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/20/2025	150	13200.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/21/2025	150	17604.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/22/2025	150	19962.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/25/2025	37609	3219848.36
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/26/2025	150	11955.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/27/2025	150	9630.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/28/2025	150	9000.00
Yong Feng Hou 21688 Gateway Center Drive Suite 300 Diamond Bar CA 91765	Common	08/29/2025	150	7126.50
Yong Feng Hou 21688 Gateway Center Drive, Suite 300 Diamond Bar CA 91765	Common	09/02/2025	150	5670.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 the Form 144 for NEGG disclose about the proposed sale on 09/03/2025?

It discloses a proposed sale of 150 common shares via Fidelity Brokerage Services on 09/03/2025 with aggregate market value $5,926.50.

How were the shares to be sold on 09/03/2025 acquired?

The shares were acquired on 09/03/2025 from options granted on 06/15/2020, and payment will be made in cash.

What large insider sales are reported in the past three months for the filer?

The filing lists multiple disposals, including a 37,609-share sale on 08/25/2025 for $3,219,848.36.

How many shares outstanding does the filing list for NEGG?

The Form 144 lists 19,478,394 shares outstanding.

Who is the broker handling the proposed 09/03/2025 sale?

The sale is to be executed by Fidelity Brokerage Services LLC, 900 Salem Street, Smithfield RI 02917.