Newegg director sells 26K shares around $15

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) reported that director and ten percent owner Fred Faching Chang, through Tekhill USA LLC, sold a total of 26,146 Common Shares of the company in two open-market or private sale transactions at weighted-average prices around the mid-$15 range per share. The filing also reports indirect holdings of 450,000 Common Shares held by Nabal Spring, LLC and 407,927 Common Shares held directly, and no Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Net Seller: 26,146 shares

Net Sell 4 txns

Insider CHANG FRED FACHING

Role Director, 10% Owner

Sold 26,146 shs ($396K)

Type	Security	Shares	Price	Value
Sale	Common Shares F1, F3	13,582	$15.1771	$206K
Sale	Common Shares F2, F3	12,564	$15.1252	$190K
holding	Common Shares F3	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,033,959 shares (Indirect, By Tekhill USA LLC); Common Shares — 450,000 shares (Indirect, By Nabal Spring, LLC); Common Shares — 407,927 shares (Direct)

Footnotes (3)

1. F1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.01 to $14.90. 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. F2. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.52 to $14.95. 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. F3. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

Key Figures

Shares sold (first transaction): 13,582 shares Weighted average price (first transaction): $15.1771 per share Shares sold (second transaction): 12,564 shares +4 more

7 metrics

Shares sold (first transaction) 13,582 shares Common Shares sold indirectly by Tekhill USA LLC

Weighted average price (first transaction) $15.1771 per share Weighted average, with trade prices from $16.01 to $14.90

Shares sold (second transaction) 12,564 shares Common Shares sold indirectly by Tekhill USA LLC

Weighted average price (second transaction) $15.1252 per share Weighted average, with trade prices from $15.52 to $14.95

Total shares sold 26,146 shares Combined total of both reported sales of Common Shares

Indirect holdings via Nabal Spring, LLC 450,000 shares Common Shares held indirectly after the reported transactions

Direct holdings 407,927 shares Common Shares held directly after the reported transactions

Key Terms

weighted average price, ten percent owner, indirect, open market or private transaction

4 terms

weighted average price financial

"This price reported is a weighted average price."

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 regulatory

"The reporting person is a director and ten percent owner."

indirect financial

"Common Shares sold with ownership reported as indirect by Tekhill USA LLC."

open market or private transaction financial

"Sale in open market or private transaction."

FAQ

What insider activity at NEGG did director Fred Faching Chang report on this Form 4?

Fred Faching Chang reported that Tekhill USA LLC, an entity he solely manages, sold 26,146 Newegg Commerce Common Shares in two reported open-market or private transactions, while also disclosing his remaining direct and indirect share holdings.

How many NEGG shares were sold in each reported transaction?

The filing reports two sales: one of 13,582 Common Shares and another of 12,564 Common Shares, both by Tekhill USA LLC. Together these transactions total 26,146 shares of Newegg Commerce common stock.

At what prices were the NEGG shares sold by Tekhill USA LLC?

The first sale was at a weighted average price of $15.1771 per share, with individual trades ranging from $16.01 to $14.90. The second was at a weighted average price of $15.1252 per share, with trades ranging from $15.52 to $14.95.

Were the reported NEGG share sales under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions, and the footnotes describe weighted-average pricing but do not reference any pre-arranged trading plan.

What NEGG share holdings does Fred Faching Chang report after these transactions?

The filing reports 450,000 Common Shares held indirectly through Nabal Spring, LLC and 407,927 Common Shares held directly. These amounts are disclosed as holdings after the reported sales by Tekhill USA LLC.

How are Tekhill USA LLC and Nabal Spring, LLC related to the NEGG reporting person?

A footnote states that the reporting person, Fred Faching Chang, is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC, and the reported sales were made by Tekhill USA LLC.

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Available on EDGAR 09/10/2026 - 04:26 PM Accepted by SEC EDGAR 09/10/2026 - 04:26 PM Learn about SEC filing dates

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^*

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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 Shares	09/08/2026		S		13,582	D	$15.1771(1)	3,046,523	I	By Tekhill USA LLC(3)
Common Shares	09/09/2026		S		12,564	D	$15.1252(2)	3,033,959	I	By Tekhill USA LLC(3)
Common Shares								450,000	I	By Nabal Spring, LLC(3)
Common Shares								407,927	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

Explanation of Responses:

1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.01 to $14.90. 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 $15.52 to $14.95. 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-Fact	09/10/2026
	** 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)