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Newegg Commerce legal chief Michael Chen sells 57 shares

The common-share sale was made pursuant to a Rule 10b5-1 trading plan, while the October 30 transactions included RSU conversion and tax withholding.

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Form Type
4

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) Chief Legal Officer Michael Chen reported converting 89 restricted stock units into 89 common shares on October 30, 2026; the common-share acquisition was reported at $9.84 per share. 32 shares were withheld to satisfy his tax withholding obligation. He sold 57 common shares on November 2, 2026, at $10.09 per share, pursuant to a Rule 10b5-1 trading plan. The related award covered 5,000 RSUs, of which 4,176 vested before he became a Section 16 officer; the remaining RSUs vest in equal monthly installments until fully vested on October 31, 2026.

Insider Chen Michael
Role Chief Legal Officer
Sold 57 shs ($575.13)
Approx. gross sale proceeds $575.13
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock F2 57 $10.09 $575.13
Exercise Restricted Stock Unit F3, F4 89 $0.00 $0.00
Exercise Common Stock 89 $9.84 $875.76
Tax Withholding Common Stock F1 32 $9.84 $314.88
Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 2,388 shares (Direct)
Footnotes (4)
  1. F1. Shares withheld to satisfy tax withholding obligation of the reporting person.
  2. F2. Sale effected pursuant to a Rule 10b5-1 trading plan.
  3. F3. 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. F4. N/A
Common shares sold 57 shares November 2, 2026
Sale price $10.09 per share November 2, 2026 sale
Restricted stock units converted 89 RSUs October 30, 2026
Common shares acquired 89 shares October 30, 2026
Common-share acquisition price $9.84 per share October 30, 2026
Shares withheld for tax withholding 32 shares October 30, 2026
RSU award 5,000 RSUs Award described in the transaction footnote
RSUs vested before Section 16 officer status 4,176 RSUs Award described in the transaction footnote
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.
restricted stock units financial
"Represents an award of 5,000 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligation financial
"Shares withheld to satisfy tax withholding obligation"

FAQ

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

What happened to Michael Chen's NEGG RSUs on October 30, 2026?

The transaction reported 89 restricted stock units converted into 89 common shares, with the common-share acquisition reported at $9.84 per share. Another 32 shares were withheld to satisfy his tax withholding obligation. The related award covered 5,000 RSUs; 4,176 vested before he became a Section 16 officer, and the remaining RSUs vest in equal monthly installments until fully vested on October 31, 2026.

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

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SEC Form 4
FORM 4UNITED 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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/30/2026M89A$9.842,477D
Common Stock10/30/2026F(1)32D$9.842,445D
Common Stock11/02/2026S(2)57D$10.092,388D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$010/30/2026M89 (3) (4)Common Stock89$00D
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 Chen11/03/2026
** Signature of Reporting PersonDate
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)

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