Newegg (NASDAQ: NEGG) director Chang discloses option and share stakes

Rhea-AI Filing Summary

Newegg Commerce director Fred Faching Chang filed an initial ownership report showing his equity stakes in the company. He directly holds stock options over 397,236 common shares with a $23.72 exercise price; these options are fully vested and exercisable and expire on June 15, 2030. He also has direct ownership of 407,927 common shares, plus indirect holdings of 3,434,433 common shares through Tekhill USA LLC and 450,000 common shares through Nabal Spring, LLC, for which he is the sole member and manager.

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^*

CHANG FRED FACHING

(Last) (First) (Middle)

21688 GATEWAY CENTER DR, 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)

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

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 Shares	3,434,433	I	By Tekhill USA LLC(1)
Common Shares	450,000	I	By Nabal Spring, LLC(1)
Common Shares	407,927	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
Stock Options	(2)	(2)	Common Shares	397,236	$23.72	D

Explanation of Responses:

1. The reporting person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

2. The stock options are fully vested and exercisable as of the date hereof and expire on June 15, 2030.

Remarks:

This Initial Statement of Beneficial Ownership is being filed in connection with the enactment of the Holding Foreign Insiders Accountable Act and the rules and regulations adopted in association therewith.

	/s/ Chang Fred Faching	03/13/2026
	** 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.
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 3: SEC 1473 (03-26)

FAQ

What does Fred Faching Chang’s Form 3 for Newegg (NEGG) show?

The Form 3 shows Fred Faching Chang’s existing equity stakes in Newegg Commerce. It lists his direct common shares, indirect holdings through Tekhill USA LLC and Nabal Spring, LLC, and fully vested stock options providing rights to additional common shares at a fixed exercise price.

How many Newegg (NEGG) stock options does Fred Faching Chang hold?

Fred Faching Chang holds stock options over 397,236 Newegg common shares. These options are fully vested and exercisable at an exercise price of $23.72 per share, with an expiration date of June 15, 2030, providing long-dated potential ownership if exercised.

What direct common share holdings does Fred Faching Chang report in Newegg (NEGG)?

He reports direct ownership of 407,927 Newegg common shares. This position is separate from his stock options and indirect interests through LLCs, giving him a substantial existing equity stake that does not depend on exercising derivatives or future vesting conditions.

What indirect Newegg (NEGG) holdings are reported via Tekhill USA LLC and Nabal Spring, LLC?

The filing lists 3,434,433 Newegg common shares held indirectly through Tekhill USA LLC and 450,000 common shares through Nabal Spring, LLC. Fred Faching Chang is the sole member and manager of both entities, indicating his control over these indirect equity positions.

Are Fred Faching Chang’s Newegg (NEGG) stock options currently exercisable?

Yes. The Form 3 states his Newegg stock options are fully vested and exercisable as of the reporting date. They cover 397,236 common shares at a $23.72 exercise price and remain outstanding until their stated expiration on June 15, 2030, absent earlier exercise.