Was Michael Chen’s Newegg share sale under a Rule 10b5-1 trading plan?

Yes. The filing states the 67-share sale on July 1 was effected pursuant to a Rule 10b5-1 trading plan. Such plans are pre-arranged agreements that schedule trades in advance, helping separate routine portfolio management from discretionary market-timing decisions.

Newegg (NASDAQ: NEGG) CLO exercises RSUs and sells small share block

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Newegg Commerce Chief Legal Officer Michael Chen reported a small sequence of share transactions involving company stock. On June 30, he exercised 105 restricted stock units into common shares, with 38 shares withheld to cover tax obligations. The same RSU award originally covered 5,000 units, with remaining units vesting monthly until fully vested on October 31, 2026. Chen then sold 67 common shares on July 1 at $16.38 per share under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, he directly holds 2,388 common shares and 404 restricted stock units.

Insider Trade Summary

Net Seller: 67 shares ($1,097)

Net Sell 4 txns

Insider Chen Michael

Role Chief Legal Officer

Sold 67 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Common Stock	67	$16.38	$1K
Exercise	Restricted Stock Unit	105	$0.00	--
Exercise	Common Stock	105	$16.38	$2K
Tax Withholding	Common Stock	38	$16.38	$622.44

Holdings After Transaction: Common Stock — 2,388 shares (Direct, null); Restricted Stock Unit — 404 shares (Direct, null)

Footnotes (1)

Shares withheld to satisfy tax withholding obligation of the reporting person. Sale effected pursuant to a Rule 10b5-1 trading plan. 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 RSUs vest in equal monthly installments until fully vested on October 31, 2026. N/A

Key Figures

Shares sold: 67 shares Sale price: $16.38/share RSUs exercised: 105 units +5 more

8 metrics

Shares sold 67 shares Open-market sale at $16.38 per share on July 1, 2026

Sale price $16.38/share Price for 67 Newegg common shares sold

RSUs exercised 105 units Restricted stock units converted into common stock on June 30, 2026

Shares withheld for taxes 38 shares Withheld to satisfy tax withholding obligation on June 30, 2026

Shares held after transactions 2,388 shares Direct common stock ownership following July 1, 2026 sale

RSUs remaining 404 units Restricted stock units remaining after 105-unit exercise

Original RSU award 5,000 units Total restricted stock units granted to Michael Chen

Final vesting date October 31, 2026 Remaining RSUs vest in equal monthly installments until this date

Key Terms

Restricted Stock Unit, Rule 10b5-1 trading plan, Section 16 officer, tax withholding obligation

4 terms

Restricted Stock Unit financial

"Represents an award of 5,000 restricted stock units ('RSUs')."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Rule 10b5-1 trading plan regulatory

"Sale effected pursuant to 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.

Section 16 officer regulatory

"4,176 RSUs vested prior to the Reporting Person becoming a Section 16 officer."

A Section 16 officer is a corporate executive who, under U.S. securities law, must publicly report their purchases and sales of the company’s stock and is subject to rules that can force them to return short-term trading profits. Think of them as an insider required to keep a public trading log so investors can see when executives are buying or selling; that transparency helps investors assess management’s confidence and reduces the risk of undisclosed insider trading.

tax withholding obligation financial

"Shares withheld to satisfy tax withholding obligation of the reporting person."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 12:57 PM Accepted by SEC EDGAR 07/02/2026 - 12:57 PM

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^*

Chen Michael

(Last)

(First)

(Middle)

21688 GATEWAY CENTER DRIVE, 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		M		105	A	$16.38	2,493	D
Common Stock	06/30/2026		F⁽¹⁾		38	D	$16.38	2,455	D
Common Stock	07/01/2026		S⁽²⁾		67	D	$16.38	2,388	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0	06/30/2026		M			105	⁽³⁾	⁽⁴⁾	Common Stock	105	$0	404	D

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligation of the reporting person.

2. Sale effected pursuant to a Rule 10b5-1 trading plan.

3. 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 RSUs vest in equal monthly installments until fully vested on October 31, 2026.

4. N/A

	/s/ Michael Chen	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Newegg Commerce (NEGG) disclose for Michael Chen?

Newegg Commerce disclosed that Chief Legal Officer Michael Chen exercised 105 restricted stock units into common shares, had 38 shares withheld for taxes, and sold 67 common shares at $16.38 each. These moves reflect routine compensation-related activity and a small open-market sale.

How many Newegg (NEGG) shares did Michael Chen sell and at what price?

Michael Chen sold 67 shares of Newegg common stock at $16.38 per share. The sale occurred on July 1 and was executed under a Rule 10b5-1 trading plan, which is a pre-arranged program for trading company stock over time.

What RSU activity did Newegg’s Michael Chen report in this Form 4?

Chen reported exercising 105 restricted stock units into common shares and having 38 shares withheld to satisfy tax obligations. The RSUs come from a 5,000-unit award, with remaining units vesting monthly until they are fully vested on October 31, 2026.

How many Newegg (NEGG) shares does Michael Chen hold after these transactions?

After the reported transactions, Michael Chen directly holds 2,388 shares of Newegg common stock. He also holds 404 restricted stock units from a larger 5,000-unit award that continues to vest in equal monthly installments through October 31, 2026.