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Newegg Commerce (NASDAQ: NEGG) CLO trades stock and receives 18,352 RSU grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Newegg Commerce Chief Legal Officer Michael Chen reported multiple equity transactions. On July 29, 2026 he received a grant of 18,352 restricted stock units (RSUs), scheduled to vest in full on July 29, 2027, subject to continued service. On July 31, 105 RSUs from a prior 5,000-unit award converted into 105 common shares, with 38 shares withheld to satisfy tax obligations. On August 3, 2026 he sold 67 common shares at $12.74 per share pursuant to a Rule 10b5-1 trading plan.

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Insider Chen Michael
Role Chief Legal Officer
Sold 67 shs ($853.58)
Approx. gross sale proceeds $853.58
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock F2 67 $12.74 $853.58
Exercise Restricted Stock Unit F5, F6 105 $0.00 $0.00
Exercise Common Stock 105 $13.28 $1K
Tax Withholding Common Stock F1 38 $13.28 $504.64
Grant/Award Restricted Stock Unit F3, F4 18,352 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 18,651 shares (Direct); Common Stock — 2,388 shares (Direct)
Footnotes (6)
  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 a grant of Restricted Stock Units (RSUs) on July 29, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 100% of this specific award will vest on the one-year anniversary of the grant date, July 29, 2027, subject to the Reporting Person's continued service to the Issuer through such vesting date.
  4. F4. N/A
  5. F5. 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.
  6. F6. N/A
Common shares sold 67 shares Sale on August 3, 2026 at $12.74 per share under a Rule 10b5-1 plan
Sale price $12.74 per share Price for the 67 Newegg common shares sold by Michael Chen
New RSU grant 18,352 RSUs Grant on July 29, 2026 vesting 100% on July 29, 2027, subject to continued service
RSUs vested and converted 105 RSUs Portion of a 5,000-unit RSU award that vested and converted into common stock on July 31, 2026
Shares withheld for taxes 38 shares Common shares withheld on July 31, 2026 to satisfy Michael Chen’s tax withholding obligation
Prior RSU award size 5,000 RSUs Size of the earlier RSU award referenced in the vesting footnote for the 105-unit conversion
Restricted Stock Unit financial
"Represents a grant of Restricted Stock Units (RSUs) on July 29, 2026."
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
"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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FAQ

What insider stock sale did Newegg (NEGG) report for Michael Chen?
Newegg reported that Chief Legal Officer Michael Chen sold 67 shares of common stock at $12.74 per share on August 3, 2026. The sale was executed under a Rule 10b5-1 trading plan, indicating it was made pursuant to a pre-arranged trading program.

What RSU grant did Newegg (NEGG) award to Michael Chen in July 2026?
On July 29, 2026, Michael Chen received a grant of 18,352 restricted stock units (RSUs). Each RSU represents one Newegg common share, and 100% of this award vests on July 29, 2027, conditioned on his continued service through the vesting date.

How many Newegg (NEGG) RSUs vested for Michael Chen on July 31, 2026?
On July 31, 2026, 105 RSUs from a prior 5,000-unit award vested and were settled into 105 shares of Newegg common stock. The filing notes that 4,176 RSUs from that award vested before he became a Section 16 officer.

Were any Newegg (NEGG) shares withheld for Michael Chen’s taxes?
Yes. On July 31, 2026, 38 shares of Newegg common stock were withheld to satisfy Michael Chen’s tax withholding obligation related to the RSU vesting. The footnote specifies these shares were withheld for tax purposes, not sold in the market.

What is the vesting schedule of Michael Chen’s new Newegg (NEGG) RSU grant?
The 18,352 RSUs granted on July 29, 2026 will vest 100% on July 29, 2027. Vesting is contingent on Michael Chen’s continued service to Newegg through that date; if service ends earlier, the unvested RSUs would not vest under this schedule.

How does the Rule 10b5-1 plan affect Michael Chen’s Newegg (NEGG) stock sale?
The 67-share sale at $12.74 per share was effected under a Rule 10b5-1 trading plan, meaning the trade followed a pre-established schedule or instructions. Such plans are designed to allow insiders to sell shares without making discretionary timing decisions.
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*
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)
07/29/2026		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 Stock07/31/2026M105A$13.282,493D
Common Stock07/31/2026F(1)38D$13.282,455D
Common Stock08/03/2026S(2)67D$12.742,388D
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$007/29/2026A18,352 (3) (4)Common Stock18,352$018,352D
Restricted Stock Unit$007/31/2026M105 (5) (6)Common Stock105$0299D
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 a grant of Restricted Stock Units (RSUs) on July 29, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 100% of this specific award will vest on the one-year anniversary of the grant date, July 29, 2027, subject to the Reporting Person's continued service to the Issuer through such vesting date.
4. N/A
5. 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.
6. N/A
/s/ Michael Chen08/03/2026
** 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)

Source: View Original Filing on SEC EDGAR