Newegg (NEGG) insider entity Tekhill USA sells 32,213 shares

Rhea-AI Filing Summary

Newegg Commerce director and ten percent owner Fred Faching Chang, through Tekhill USA LLC, reported open-market sales of 32,213 common shares. The entity sold 2,583 shares at $17.58 on June 1, 11,091 shares at $20.191 on June 2, and 18,539 shares at $20.00 on June 3.

After these transactions, Tekhill USA LLC held 3,104,433 Newegg shares indirectly. Separate holding entries show Chang with 407,927 shares held directly and 450,000 shares held indirectly through Nabal Spring, LLC. Footnotes note the reported prices are weighted averages across trade ranges.

Insights

Equity market structure analyst

Entity linked to Newegg insider made modest net sales while retaining a large stake.

The filing shows Tekhill USA LLC, an entity solely managed by Fred Faching Chang, executed three open-market sales totaling 32,213 Newegg common shares at weighted-average prices around $17.58–$20.19. These are straightforward secondary-market trades, not option exercises or complex derivatives.

Following the sales, Tekhill USA LLC still held 3,104,433 shares, with additional direct and indirect holdings via another LLC. Relative to the remaining position, the disposals are small, suggesting routine portfolio activity rather than a large position change. Pricing and exact share breakdowns across trade ranges are described as weighted averages in the footnotes.

Insider Trade Summary

Net Seller: 32,213 shares ($640,128)

Net Sell 5 txns

Insider CHANG FRED FACHING

Role null

Sold 32,213 shs ($640K)

Type	Security	Shares	Price	Value
Sale	Common Shares	18,539	$20.00	$371K
Sale	Common Shares	11,091	$20.191	$224K
Sale	Common Shares	2,583	$17.58	$45K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,104,433 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 $21.00 to $17.25. 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 $21.67 to $18.76. 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 $22.00 to $18.11. 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.

Key Figures

Shares sold June 3, 2026: 18,539 shares at $20.00 Shares sold June 2, 2026: 11,091 shares at $20.191 Shares sold June 1, 2026: 2,583 shares at $17.58 +4 more

7 metrics

Shares sold June 3, 2026 18,539 shares at $20.00 Open-market sale by Tekhill USA LLC

Shares sold June 2, 2026 11,091 shares at $20.191 Open-market sale by Tekhill USA LLC

Shares sold June 1, 2026 2,583 shares at $17.58 Open-market sale by Tekhill USA LLC

Total shares sold 32,213 shares Aggregate of three open-market sales

Indirect holding via Tekhill after sales 3,104,433 shares Indirect ownership after June 3, 2026 sale

Direct holding 407,927 shares Common shares held directly as of June 1, 2026

Indirect holding via Nabal Spring, LLC 450,000 shares Indirect ownership as of June 1, 2026

Key Terms

open-market sale, weighted average price, indirect ownership, ten percent owner, +1 more

5 terms

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."

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, nature_of_ownership: By Tekhill USA LLC"

ten percent owner financial

"is_ten_percent_owner: 1"

non-derivative financial

"transaction_type: non-derivative"

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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^*

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)
06/01/2026

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	06/01/2026		S		2,583	D	$17.58(1)	3,134,063	I	By Tekhill USA LLC(4)
Common Shares	06/02/2026		S		11,091	D	$20.191(2)	3,122,972	I	By Tekhill USA LLC(4)
Common Shares	06/03/2026		S		18,539	D	$20(3)	3,104,433	I	By Tekhill USA LLC(4)
Common Shares								450,000	I	By Nabal Spring, LLC(4)
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 $21.00 to $17.25. 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 $21.67 to $18.76. 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 $22.00 to $18.11. 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. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

	/s/ Alison M. Pear, Attorney-In-Fact	06/03/2026
	** 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 did Newegg (NEGG) insider Fred Faching Chang report in this Form 4?

Fred Faching Chang reported entity-level open-market sales of Newegg shares. Tekhill USA LLC, which he solely manages, sold 32,213 common shares over three days at weighted-average prices near $20 while retaining a large remaining ownership stake in the company.

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

Tekhill USA LLC sold 32,213 Newegg common shares in total. The sales were 2,583 shares at $17.58, 11,091 shares at $20.191, and 18,539 shares at $20.00, with footnotes explaining these as weighted-average prices over specified price ranges.

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

After the reported sales, Tekhill USA LLC held 3,104,433 Newegg shares. This indirect position remains substantial relative to the 32,213 shares sold, indicating that only a small portion of the entity’s Newegg holdings was disposed of in these transactions.

What other Newegg (NEGG) holdings are associated with Fred Faching Chang?

The Form 4 lists both direct and additional indirect Newegg holdings. It shows 407,927 common shares held directly by Chang and 450,000 common shares held indirectly through Nabal Spring, LLC, another entity where he is the sole member and manager.

Were the Newegg (NEGG) insider transactions option exercises or derivative-related?

No, the reported Newegg transactions are non-derivative open-market sales. All three entries involve common shares coded as “S” for sale, with no conversion or exercise prices, and the derivative position summary shows no remaining derivative securities in this particular filing.