Newegg director's firm sells 3,582 shares twice

The ownership entries also list 450,000 shares held through Nabal Spring, LLC and 407,927 shares held directly.

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) director and ten-percent owner Fred Faching Chang reported two indirect sales by Tekhill USA LLC, of which he is the sole member and manager: 3,582 Common Shares at a weighted average price of $14.3670 per share and 3,582 at $14.3150. The respective weighted-average prices covered multiple transactions in ranges of $14.76 to $13.94 and $14.69 to $14.08. No Rule 10b5-1 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 ($103K)

Type	Security	Shares	Price	Value
Sale	Common Shares F1, F3	3,582	$14.367	$51K
Sale	Common Shares F2, F3	3,582	$14.315	$51K
holding	Common Shares F3	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 2,933,221 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 $14.76 to $13.94. 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 $14.69 to $14.08. 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

Shares sold in first transaction: 3,582 shares First transaction weighted average price: $14.3670 per share Shares sold in second transaction: 3,582 shares +3 more

6 metrics

Shares sold in first transaction 3,582 shares Tekhill USA LLC; weighted average price of $14.3670 per share

First transaction weighted average price $14.3670 per share Multiple transactions ranging from $14.76 to $13.94

Shares sold in second transaction 3,582 shares Tekhill USA LLC; weighted average price of $14.3150 per share

Second transaction weighted average price $14.3150 per share Multiple transactions ranging from $14.69 to $14.08

Shares held indirectly 450,000 shares Held through Nabal Spring, LLC

Shares held directly 407,927 shares Common Shares

Key Terms

weighted average price, Rule 10b5-1 plan, indirect ownership

3 terms

weighted average price financial

"the reported prices for each group of sales"

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.

Rule 10b5-1 plan regulatory

"the two sales with no plan reported"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

indirect ownership financial

"the shares held through Nabal Spring, LLC"

FAQ

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

How many NEGG shares did Tekhill USA LLC sell, and at what prices?

Tekhill USA LLC sold 3,582 Common Shares in each of two reported transactions, at weighted average prices of $14.3670 and $14.3150 per share. The respective footnotes give transaction price ranges of $14.76 to $13.94 and $14.69 to $14.08.

What NEGG shares were reported as directly and indirectly held?

The ownership entries list 407,927 Common Shares held directly and 450,000 held indirectly through Nabal Spring, LLC. Fred Faching Chang is identified as the sole member and manager of Nabal Spring, LLC.

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

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Available on EDGAR 09/24/2026 - 08:33 PM Accepted by SEC EDGAR 09/24/2026 - 08:32 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)
09/22/2026

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	09/22/2026		S		3,582	D	$14.367(1)	2,936,803	I	By Tekhill USA LLC(3)
Common Shares	09/23/2026		S		3,582	D	$14.315(2)	2,933,221	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 $14.76 to $13.94. 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 $14.69 to $14.08. 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	09/24/2026
	** 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)