Newegg Commerce (NEGG) CLO discloses initial RSU and stock stake

Rhea-AI Filing Summary

Newegg Commerce, Inc. Chief Legal Officer Michael Chen filed an initial ownership report showing his equity stake in the company. He directly holds 2,388 shares of common stock and 824 restricted stock units (RSUs) that can convert into common shares at an exercise price of $0.00.

These 824 RSUs represent the unvested portion of a 5,000-unit award, with 4,176 RSUs having vested before he became a Section 16 officer. The remaining 824 RSUs are scheduled to vest in equal monthly installments until they are fully vested on October 31, 2026.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chen Michael

(Last) (First) (Middle)

21688 GATEWAY CENTER DRIVE, SUITE 300

(Street)

DIAMOND BAR CALIFORNIA 91765

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Newegg Commerce, Inc. [ NEGG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,388	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(2)	Common Stock	824	$0	D

Explanation of Responses:

1. Represents an award of 5,000 restricted stock units ('RSUs'). 4,176 RSUs vested prior to the Reporting Person becoming a Section 16 officer. The remaining 824 RSUs vest in equal monthly installments until fully vested on October 31, 2026.

2. N/A

	/s/ Michael Chen	03/18/2026
	** 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 5 (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.
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* Form 3: SEC 1473 (03-26)

FAQ

What insider position does Michael Chen hold at Newegg Commerce (NEGG)?

Michael Chen serves as Chief Legal Officer at Newegg Commerce. His Form 3 shows him as a Section 16 officer, which requires detailed disclosure of his equity holdings, including common stock and restricted stock units, to increase transparency for shareholders.

How many Newegg Commerce (NEGG) common shares does Michael Chen report owning?

Michael Chen reports direct ownership of 2,388 shares of Newegg Commerce common stock. This figure reflects his position after the reported holdings and provides a baseline view of his direct equity stake in the company as of the Form 3 filing date.

What restricted stock units (RSUs) does Michael Chen hold in Newegg Commerce (NEGG)?

Michael Chen holds 824 restricted stock units tied to Newegg Commerce common stock. These RSUs stem from a 5,000-unit award, of which 4,176 vested before he became a Section 16 officer, leaving 824 units still subject to a monthly vesting schedule.

When do Michael Chen’s remaining Newegg Commerce (NEGG) RSUs fully vest?

The remaining 824 RSUs held by Michael Chen are scheduled to vest in equal monthly installments. According to the disclosure, they will be fully vested on October 31, 2026, creating a gradual increase in his potential common stock holdings over time.

Does Michael Chen’s Newegg Commerce (NEGG) Form 3 show any recent stock purchases or sales?

The Form 3 focuses on Michael Chen’s existing holdings and does not report any open-market purchases or sales. It lists his direct ownership of common shares and unvested restricted stock units, serving as an initial snapshot of his equity position.

What is the exercise price of Michael Chen’s Newegg Commerce (NEGG) RSUs?

The RSUs reported for Michael Chen have an exercise price of $0.00 per share. This means that, upon vesting and settlement, the underlying Newegg Commerce common shares are typically delivered without additional cash payment from the holder.