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Fred Chang (NASDAQ: NEGG) trims stake with 35K-share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Newegg Commerce, Inc. director and ten percent owner Fred Faching Chang reported open-market sales of 35,000 common shares through Tekhill USA LLC over two days.

On April 30, Tekhill sold 20,000 shares at a weighted average price of $34.529. On May 1, it sold another 15,000 shares at a weighted average price of $33.938.

After these transactions, Tekhill holds 3,399,433 shares indirectly for Chang. He also reports 407,927 shares held directly and 450,000 shares held indirectly via Nabal Spring, LLC, so the sales represent a small portion of his overall reported position.

Positive

  • None.

Negative

  • None.
Insider CHANG FRED FACHING
Role null
Sold 35,000 shs ($1.20M)
Type Security Shares Price Value
Sale Common Shares 15,000 $33.938 $509K
Sale Common Shares 20,000 $34.529 $691K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 3,399,433 shares (Indirect, By Tekhill USA LLC); Common Shares — 407,927 shares (Direct, null)
Footnotes (1)
  1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.88 to $33.00. 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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.01 to $33.26. 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. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.
Total shares sold 35,000 shares Open-market sales on April 30 and May 1, 2026
April 30 sale size 20,000 shares Common shares sold indirectly via Tekhill USA LLC
April 30 weighted average price $34.529 per share Open-market sale of 20,000 common shares
May 1 sale size 15,000 shares Common shares sold indirectly via Tekhill USA LLC
May 1 weighted average price $33.938 per share Open-market sale of 15,000 common shares
Tekhill post-sale holdings 3,399,433 shares Indirect ownership reported after May 1, 2026 sale
Direct holdings 407,927 shares Common shares held directly as of April 30, 2026
Nabal Spring, LLC holdings 450,000 shares Common shares held indirectly via Nabal Spring, LLC
open-market sale financial
"transaction_action: "open-market sale" for common share transactions"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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.
indirect ownership financial
"direct_or_indirect: "I" and nature_of_ownership: "By Tekhill USA LLC""
ten percent owner regulatory
"reporting person is marked as is_ten_percent_owner: 1"
Form 4 regulatory
"INSIDER FILING DATA (Form 4): transaction summary and holdings"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Form 4 Insider Transactions: What Each Field Means →
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).
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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		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 Shares04/30/2026S20,000D$34.529(1)3,414,433IBy Tekhill USA LLC(3)
Common Shares05/01/2026S15,000D$33.938(2)3,399,433IBy Tekhill USA LLC(3)
Common Shares450,000IBy Nabal Spring, LLC(3)
Common Shares407,927D
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
Explanation of Responses:
1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.88 to $33.00. 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 $35.01 to $33.26. 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-Fact05/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fred Faching Chang report for Newegg Commerce (NEGG)?

Fred Faching Chang reported selling 35,000 Newegg Commerce common shares through Tekhill USA LLC in open-market trades. The sales occurred on April 30 and May 1, 2026, at weighted average prices around the mid-$30 range per share.

How many Newegg (NEGG) shares did Tekhill USA LLC sell and at what prices?

Tekhill USA LLC sold 20,000 Newegg common shares on April 30 at a weighted average price of $34.529, and 15,000 shares on May 1 at a weighted average price of $33.938. Both transactions were reported as open-market sales of common shares.

What are Fred Faching Chang’s remaining Newegg (NEGG) holdings after these Form 4 sales?

After the reported sales, Tekhill USA LLC holds 3,399,433 Newegg common shares indirectly for Fred Faching Chang. He also reports 407,927 shares held directly and 450,000 shares held indirectly through Nabal Spring, LLC, according to the Form 4 filing details.

Were the Newegg (NEGG) insider sales made directly by Fred Faching Chang?

The Form 4 shows the 35,000 Newegg shares were sold indirectly through Tekhill USA LLC, not from Chang’s direct account. The filing states he is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC, which hold the indirect positions.

What does the Form 4 say about how Newegg (NEGG) insider sale prices were calculated?

The Form 4 states the reported sale prices are weighted average prices for multiple trades. On each day, shares were sold in numerous transactions within specified price ranges, and detailed price-by-trade information is available from the reporting person upon request.

Is Fred Faching Chang considered a ten percent owner of Newegg Commerce (NEGG)?

Yes. The Form 4 identifies Fred Faching Chang as both a director and a ten percent owner of Newegg Commerce, Inc. This status requires him to report his direct and indirect transactions in the company’s securities to the SEC.