Newegg director amends filing after 13,582-share sale

Amended Form 4 adds Fred Faching Chang’s direct and Nabal Spring, LLC holdings and details a 13,582-share indirect sale.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) insider Fred Faching Chang, a director and ten percent owner, filed an amended Form 4 to include previously omitted holdings. The filing reports an indirect sale of 13,582 common shares by Tekhill USA LLC at a weighted average price of $15.6164 per share, with individual trade prices ranging from $16.40 to $15.19. After this sale, Tekhill USA LLC held 3,060,105 common shares indirectly attributed to Chang, in addition to 450,000 shares held indirectly through Nabal Spring, LLC and 407,927 shares held directly by Chang. No transactions are reported under a Rule 10b5-1 trading plan, and Chang is the sole member and manager of both Tekhill USA LLC and Nabal Spring, LLC.

Insider Trade Summary

Net Seller: 13,582 shares

Net Sell 3 txns

Insider CHANG FRED FACHING

Role Director, 10% Owner

Sold 13,582 shs ($212K)

Type	Security	Shares	Price	Value
Sale	Common Shares F1, F2	13,582	$15.6164	$212K
holding	Common Shares F2	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,060,105 shares (Indirect, By Tekhill USA LLC); Common Shares — 450,000 shares (Indirect, By Nabal Spring, LLC); Common Shares — 407,927 shares (Direct)

Footnotes (2)

1. F1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.40 to $15.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
2. F2. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

Key Figures

Shares sold: 13,582 shares Weighted average sale price: $15.6164 per share Sale price range: $16.40 to $15.19 per share +3 more

6 metrics

Shares sold 13,582 shares Indirect sale of Newegg common shares by Tekhill USA LLC

Weighted average sale price $15.6164 per share Average price for the 13,582 NEGG shares sold

Sale price range $16.40 to $15.19 per share Range of prices for the reported sale transactions

Indirect holdings via Tekhill USA LLC 3,060,105 shares Newegg common shares indirectly held after the sale

Indirect holdings via Nabal Spring, LLC 450,000 shares Newegg common shares indirectly held after amendment

Direct holdings by Fred Faching Chang 407,927 shares Newegg common shares held directly after amendment

Key Terms

weighted average price, indirect, ten percent owner, Rule 10b5-1 trading plan

4 terms

weighted average price financial

"This price reported is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect financial

"Indirect ownership reported as By Tekhill USA LLC and By Nabal Spring, LLC"

ten percent owner regulatory

"Fred Faching Chang is reported as a ten percent owner of Newegg"

Rule 10b5-1 trading plan regulatory

"No transactions are reported under a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

What does the amended Form 4 for NEGG report about Fred Faching Chang?

The amended Form 4 reports that director and ten percent owner Fred Faching Chang indirectly sold 13,582 NEGG common shares through Tekhill USA LLC and now reports additional direct and Nabal Spring, LLC holdings that were omitted from the original filing.

How many Newegg (NEGG) shares did Tekhill USA LLC sell in this filing?

Tekhill USA LLC, an entity solely managed by Fred Faching Chang, sold 13,582 NEGG common shares. The sale was executed at a weighted average price of $15.6164 per share, with individual trade prices between $16.40 and $15.19.

What are Fred Faching Chang’s indirect NEGG holdings after the reported sale?

After the reported sale, entities associated with Fred Faching Chang hold NEGG shares indirectly, including 3,060,105 shares held by Tekhill USA LLC and 450,000 shares held by Nabal Spring, LLC, all attributed to Chang as sole member and manager.

How many NEGG shares does Fred Faching Chang hold directly after this amendment?

Following the amendment, Fred Faching Chang is reported to hold 407,927 NEGG common shares directly. This direct position was one of the holdings that the amendment states were inadvertently omitted from the original Form 4 filing.

Was the NEGG insider sale made under a Rule 10b5-1 trading plan?

No. The filing indicates that the transactions were not made pursuant to a Rule 10b5-1 trading plan, meaning there is no affirmed pre-arranged trading plan governing the reported 13,582-share sale.

What correction does this amended Form 4 make for NEGG?

The amendment states it is filed to include shares directly held by Mr. Chang and shares held by Nabal Spring, LLC that were inadvertently omitted from the original Form 4, while also restating the 13,582-share sale by Tekhill USA LLC.

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Available on EDGAR 09/10/2026 - 04:21 PM Accepted by SEC EDGAR 09/10/2026 - 04:21 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CHANG FRED FACHING

(Last) (First) (Middle)

21688 GATEWAY CENTER DR.

SUITE 300

(Street)

DIAMOND BAR CALIFORNIA 91765

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/08/2026

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 Shares	09/04/2026		S		13,582	D	$15.6164(1)	3,060,105	I	By Tekhill USA LLC(2)
Common Shares								450,000	I	By Nabal Spring, LLC(2)
Common Shares								407,927	D

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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.40 to $15.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

2. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

Remarks:

This amendment is to include the shares of common stock directly held by Mr. Chang and the shares of common stock held by Nabal Spring, LLC, which were inadvertently omitted from the original filing.

	/s/ Alison M. Pear, Attorney-In-Fact	09/10/2026
	** 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 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).
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 4: SEC 1474 (03-26)