Newegg director sells 7,164 shares near $14.6

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) director and ten percent owner Fred Faching Chang reported selling a total of 7,164 Common Shares indirectly through Tekhill USA LLC in open-market or private transactions at weighted average prices of $14.47 and $14.66, each based on multiple trades within stated price ranges. Chang remains a significant holder, with 450,000 Common Shares held indirectly through Nabal Spring, LLC and 407,927 Common Shares held directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Seller: 7,164 shares

Net Sell 4 txns

Insider CHANG FRED FACHING

Role Director, 10% Owner

Sold 7,164 shs ($104K)

Type	Security	Shares	Price	Value
Sale	Common Shares F1, F3	3,582	$14.467	$52K
Sale	Common Shares F2, F3	3,582	$14.655	$52K
holding	Common Shares F3	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,026,795 shares (Indirect, By Tekhill USA LLC); Common Shares — 450,000 shares (Indirect, By Nabal Spring, LLC); Common Shares — 407,927 shares (Direct)

Footnotes (3)

1. F1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.77 to $14.32. 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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.08 to $14.33. 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.
3. F3. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

Key Figures

Common Shares sold indirectly: 7,164 shares First weighted average sale price: $14.467 per share Second weighted average sale price: $14.655 per share +3 more

6 metrics

Common Shares sold indirectly 7,164 shares Total NEGG Common Shares sold through Tekhill USA LLC across two transactions

First weighted average sale price $14.467 per share Weighted average for 3,582 NEGG Common Shares sold, with trades from $14.77 to $14.32

Second weighted average sale price $14.655 per share Weighted average for 3,582 NEGG Common Shares sold, with trades from $15.08 to $14.33

Indirect holdings via Nabal Spring, LLC 450,000 shares NEGG Common Shares held indirectly following the reported transactions

Direct holdings 407,927 shares NEGG Common Shares held directly by Fred Faching Chang as reported

Reported net share activity -7,164 shares Net result of reported insider buy/sell activity in this Form 4

Key Terms

weighted average price, open market or private transaction, indirect

3 terms

weighted average price financial

"This price reported is a weighted average price. These shares were sold"

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.

open market or private transaction financial

"Sale in open market or private transaction"

indirect financial

"Indirect ownership reported as By Tekhill USA LLC"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NEGG report for Fred Faching Chang on this Form 4?

The Form 4 reports that 7,164 Newegg Commerce, Inc. (NEGG) Common Shares were sold indirectly through Tekhill USA LLC in open-market or private transactions at weighted average prices disclosed in two separate tranches.

How many NEGG shares did Fred Faching Chang sell and at what prices?

Fred Faching Chang reported selling 7,164 Common Shares of NEGG in two equal blocks of 3,582 shares each, at weighted average prices of $14.467 and $14.655, with actual trades occurring within specified intraday price ranges.

Does Fred Faching Chang still hold Newegg (NEGG) shares after these sales?

Yes. After the reported sales, he is shown holding 450,000 Common Shares indirectly through Nabal Spring, LLC and 407,927 Common Shares directly, in addition to any other positions not reported in this filing.

Were the reported NEGG share sales made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 box is not checked, so no Rule 10b5-1 trading plan is reported for these transactions.

How are Tekhill USA LLC and Nabal Spring, LLC related to Fred Faching Chang in the NEGG filing?

A footnote states that Fred Faching Chang is the sole member and manager of both Tekhill USA LLC and Nabal Spring, LLC. The 7,164 NEGG shares sold were held by Tekhill USA LLC, while 450,000 shares are reported as held by Nabal Spring, LLC.

What kind of transactions were the NEGG insider sales reported as?

Both dispositions of NEGG Common Shares are described as a “Sale in open market or private transaction”, with prices reported on a weighted average basis across multiple individual trades within stated price ranges.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 06:08 PM Accepted by SEC EDGAR 09/14/2026 - 06:07 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)
09/10/2026

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)

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	09/10/2026		S		3,582	D	$14.467(1)	3,030,377	I	By Tekhill USA LLC(3)
Common Shares	09/11/2026		S		3,582	D	$14.655(2)	3,026,795	I	By Tekhill USA LLC(3)
Common Shares								450,000	I	By Nabal Spring, LLC(3)
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 $14.77 to $14.32. 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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.08 to $14.33. 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.

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

	/s/ Alison M. Pear, Attorney-In-Fact	09/14/2026
	** 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)