STOCK TITAN

Newegg (NEGG) director trims stake as Tekhill USA LLC sells 152,787 shares

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 a series of open-market sales of the company’s common shares made through Tekhill USA LLC. Across 11 transactions from May 5–18, 2026, Tekhill sold a total of 152,787 common shares.

The trades were executed at weighted-average prices ranging from $19.662 to $32.293 per share, with footnotes noting detailed price ranges between $18.81 and $34.50 per share for the individual executions. Following these sales, Tekhill still held 3,246,646 common shares indirectly for Chang, and the filing also lists separate direct holdings and additional indirect holdings through Nabal Spring, LLC.

Positive

  • None.

Negative

  • None.

Insights

Insider sells 152,787 Newegg shares but retains a large position.

The filing shows Tekhill USA LLC, solely managed by director and ten percent owner Fred Faching Chang, executed 11 open-market sales totaling 152,787 Newegg common shares between May 5 and May 18, 2026. All trades are straightforward open-market dispositions coded “S”.

After these sales, Tekhill still holds 3,246,646 common shares for Chang, and the report also shows direct holdings and another indirect block via Nabal Spring, LLC. Given the remaining stake and lack of related derivatives activity, this appears as portfolio trimming rather than a change in overall exposure.

Footnotes clarify that reported prices are weighted averages with actual executions within specified ranges, from $18.81 up to $34.50 per share, indicating the shares were sold into a volatile trading range over the disclosed dates.

Insider CHANG FRED FACHING
Role null
Sold 152,787 shs ($3.70M)
Type Security Shares Price Value
Sale Common Shares 20,000 $19.662 $393K
Sale Common Shares 20,000 $20.869 $417K
Sale Common Shares 20,000 $22.519 $450K
Sale Common Shares 20,000 $23.049 $461K
Sale Common Shares 20,000 $23.66 $473K
Sale Common Shares 6,944 $25.414 $176K
Sale Common Shares 20,000 $26.253 $525K
Sale Common Shares 6,483 $30.252 $196K
Sale Common Shares 703 $32.293 $23K
Sale Common Shares 3,657 $30.097 $110K
Sale Common Shares 15,000 $31.882 $478K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 3,246,646 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 $34.50 to $30.55. 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 $32.50 to $30.00. 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 $33.68 to $31.00. 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 $32.20 to $29.20. 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 $29.95 to $25.01. 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 $26.60 to $24.30. 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 $24.99 to $22.82. 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 $25.12 to $22.36. 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 $23.54 to $22.13. 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 $22.88 to $20.06. 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 $21.03 to $18.81. 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 152,787 shares Net open-market sales between May 5–18, 2026
Post-sale Tekhill holdings 3,246,646 shares Common shares indirectly held after transactions
Highest weighted-average sale price $32.293/share Open-market sale on May 6, 2026
Lowest weighted-average sale price $19.662/share Open-market sale on May 18, 2026
Largest single-day sale size 20,000 shares Multiple trading days including May 8, 11–15, 2026
Smallest reported sale 703 shares Open-market sale on May 6, 2026
open-market sale financial
"transaction_action": "open-market sale""
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.
ten percent owner financial
"is_ten_percent_owner": 1"
indirect ownership financial
"ownership_type": "indirect""
non-derivative financial
"transaction_type": "non-derivative""
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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).
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)
05/04/2026
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 Shares05/04/2026S15,000D$31.882(1)3,384,433IBy Tekhill USA LLC(12)
Common Shares05/05/2026S3,657D$30.097(2)3,380,776IBy Tekhill USA LLC(12)
Common Shares05/06/2026S703D$32.293(3)3,380,073IBy Tekhill USA LLC(12)
Common Shares05/07/2026S6,483D$30.252(4)3,373,590IBy Tekhill USA LLC(12)
Common Shares05/08/2026S20,000D$26.253(5)3,353,590IBy Tekhill USA LLC(12)
Common Shares05/11/2026S6,944D$25.414(6)3,346,646IBy Tekhill USA LLC(12)
Common Shares05/12/2026S20,000D$23.66(7)3,326,646IBy Tekhill USA LLC(12)
Common Shares05/13/2026S20,000D$23.049(8)3,306,646IBy Tekhill USA LLC(12)
Common Shares05/14/2026S20,000D$22.519(9)3,286,646IBy Tekhill USA LLC(12)
Common Shares05/15/2026S20,000D$20.869(10)3,266,646IBy Tekhill USA LLC(12)
Common Shares05/18/2026S20,000D$19.662(11)3,246,646IBy Tekhill USA LLC(12)
Common Shares450,000IBy Nabal Spring, LLC(12)
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 $34.50 to $30.55. 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 $32.50 to $30.00. 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.
3. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.68 to $31.00. 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.
4. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $29.20. 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.
5. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $25.01. 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.
6. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.60 to $24.30. 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.
7. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.99 to $22.82. 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.
8. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.12 to $22.36. 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.
9. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.54 to $22.13. 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.
10. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.88 to $20.06. 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.
11. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.03 to $18.81. 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.
12. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.
/s/ Alison M. Pear, Attorney-In-Fact05/20/2026
** 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)

FAQ

How many Newegg (NEGG) shares were sold in this Form 4 filing?

The Form 4 reports that entities associated with director Fred Faching Chang sold a total of 152,787 Newegg common shares. These shares were disposed of in 11 open-market transactions over several trading days in May 2026, as summarized in the filing’s transaction data.

Over what dates did the Newegg (NEGG) insider share sales occur?

The reported open-market sales of Newegg common shares occurred between May 5 and May 18, 2026. During this period, Tekhill USA LLC, managed by director and ten percent owner Fred Faching Chang, executed 11 separate sale transactions, each disclosed with its own trade date.

What prices were received for the Newegg (NEGG) shares sold in this Form 4?

Each transaction is reported at a weighted-average price, ranging from about $19.662 to $32.293 per share. Footnotes explain that actual executions occurred within price ranges between $18.81 and $34.50 per share, with full breakdowns available on request from the reporting person.

Who executed the Newegg (NEGG) share sales reported for Fred Faching Chang?

The sales were executed by Tekhill USA LLC, which holds Newegg common shares indirectly for Fred Faching Chang. A footnote states that Chang is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC, linking these entities to his reported beneficial ownership.

How many Newegg (NEGG) shares does Tekhill USA LLC hold after the sales?

After the series of sales, Tekhill USA LLC is reported as holding 3,246,646 Newegg common shares. The Form 4 also discloses separate direct holdings of Chang and additional indirect holdings through Nabal Spring, LLC, providing a fuller picture of his overall position.

What type of transactions are shown in this Newegg (NEGG) Form 4 for Fred Faching Chang?

The filing shows non-derivative open-market sales of Newegg common shares, coded as transaction type “S”. There are no derivative exercises or tax-withholding entries; the transaction summary characterizes the net activity as a net-sell of 152,787 shares over the reported dates.