Newegg Commerce (NEGG) CLO exercises RSUs and reports routine tax withholding

Rhea-AI Filing Summary

Newegg Commerce Chief Legal Officer Michael Chen reported routine equity compensation activity. He exercised 105 restricted stock units into Common Stock on May 29, 2026, and 38 Common Stock shares were withheld to cover his tax withholding obligation.

Following these transactions, he directly holds 2,455 Common Stock shares and 509 Restricted Stock Units. The RSU award originally covered 5,000 units, with 4,176 vesting before he became a Section 16 officer, and the remaining units vest in equal monthly installments until fully vested on October 31, 2026.

Insights

Insider transactions analyst

Routine RSU vesting and tax withholding with modest share impact.

Michael Chen, Chief Legal Officer of Newegg Commerce, exercised 105 Restricted Stock Units into Common Stock while 38 shares were withheld to satisfy tax obligations. These are compensation-related events rather than open-market trades, so they carry limited informational value about his view of the stock.

After the transactions, he holds 2,455 Common Stock shares and 509 RSUs from an original 5,000-unit award that vests monthly through October 31, 2026. Given the small scale and purely administrative nature of the activity, this filing appears neutral for investors.

Insider Trade Summary

105 shares exercised/converted

Mixed 3 txns

Insider Chen Michael

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	105	$0.00	--
Exercise	Common Stock	105	$18.57	$2K
Tax Withholding	Common Stock	38	$18.57	$705.66

Holdings After Transaction: Restricted Stock Unit — 509 shares (Direct, null); Common Stock — 2,493 shares (Direct, null)

Footnotes (1)

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

RSUs exercised: 105 shares Shares withheld for taxes: 38 shares Common Stock held after transaction: 2,455 shares +5 more

8 metrics

RSUs exercised 105 shares Restricted Stock Units converted to Common Stock on May 29, 2026

Shares withheld for taxes 38 shares Common Stock withheld to satisfy tax obligation

Common Stock held after transaction 2,455 shares Direct ownership following May 29, 2026 transactions

RSUs held after transaction 509 units Restricted Stock Units remaining after 105 units converted

Original RSU award size 5,000 units Total Restricted Stock Units granted under award

RSUs vested before Section 16 status 4,176 units Vested before Chen became a Section 16 officer

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

Share price used for tax withholding $18.57 per share Price per share applied to the 38 withheld shares

Key Terms

Restricted Stock Unit, tax withholding obligation, Section 16 officer, derivative exercise/conversion

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.

tax withholding obligation financial

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

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

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)
05/29/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2026		M		105	A	$18.57	2,493	D
Common Stock	05/29/2026		F(1)		38	D	$18.57	2,455	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	05/29/2026		M			105	(2)	(3)	Common Stock	105	$0	509	D

Explanation of Responses:

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

2. 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.

3. N/A

	/s/ Michael Chen	06/01/2026
	** 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)

FAQ

What insider transactions did Newegg (NEGG) Chief Legal Officer Michael Chen report?

Michael Chen reported exercising 105 Restricted Stock Units into Common Stock, with 38 Common Stock shares withheld to cover tax obligations. These transactions are compensation-related rather than open-market trades, reflecting routine vesting of prior equity awards.

How many Newegg (NEGG) shares does Michael Chen hold after this Form 4?

After the reported transactions, Michael Chen directly holds 2,455 shares of Newegg Common Stock. He also holds 509 Restricted Stock Units that can convert into additional shares as they vest over time under the original equity award schedule.

What is the size and vesting schedule of Michael Chen’s Newegg RSU award?

Michael Chen’s RSU award covers 5,000 Restricted Stock Units. According to the filing, 4,176 RSUs vested before he became a Section 16 officer, and the remaining RSUs vest in equal monthly installments until fully vested on October 31, 2026.

Were Michael Chen’s Newegg transactions open-market buys or sells?

The filing shows no open-market purchases or sales. Instead, Chen exercised 105 RSUs into Common Stock and had 38 shares withheld to satisfy tax obligations, which is a standard administrative mechanism rather than a discretionary market trade.

What does the tax withholding transaction mean in Michael Chen’s Newegg Form 4?

The tax withholding transaction reflects 38 Common Stock shares withheld to satisfy Chen’s tax obligation on the RSU vesting. This is recorded as a disposition but does not represent him selling shares in the open market for investment or timing reasons.

When will Michael Chen’s remaining Newegg RSUs be fully vested?

The remaining portion of Michael Chen’s 5,000-unit RSU award vests in equal monthly installments. The filing states that these Restricted Stock Units will be fully vested by October 31, 2026, assuming the vesting schedule continues as planned.