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Newegg (NASDAQ: NEGG) interim CFO exercises RSUs and covers taxes with shares

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

Rhea-AI Filing Summary

Newegg Commerce interim CFO Christina Ching reported routine equity compensation activity involving restricted stock units. On May 6, 2026, 131 common shares were acquired through the conversion of RSUs, and 48 shares were withheld to satisfy her tax withholding obligation rather than sold on the market.

Following these transactions, Ching directly owned 3,533 shares of common stock and 640 RSUs. The RSUs stem from a prior 6,250-unit award, of which 5,348 vested before she became a Section 16 officer. The remaining 902 RSUs vest in equal monthly installments until fully vested on September 6, 2026.

Positive

  • None.

Negative

  • None.
Insider Ching Christina
Role Interim CFO
Type Security Shares Price Value
Exercise Restricted Stock Unit 131 $0.00 --
Exercise Common Stock 131 $31.85 $4K
Tax Withholding Common Stock 48 $31.85 $2K
Holdings After Transaction: Restricted Stock Unit — 640 shares (Direct, null); Common Stock — 3,533 shares (Direct, null)
Footnotes (1)
  1. Shares withheld to satisfy tax withholding obligation of the reporting person. Represents an award of 6,250 restricted stock units ('RSUs'). 5,348 RSUs vested prior to the Reporting Person becoming a Section 16 officer. The remaining 902 RSUs vest in equal monthly installments until fully vested on September 6, 2026. N/A
RSU shares converted 131 shares Common stock acquired via RSU conversion on May 6, 2026
Shares withheld for taxes 48 shares Withheld to satisfy tax withholding obligation on May 6, 2026
Common shares held after 3,533 shares Direct Newegg common stock holding following Form 4 transactions
RSUs outstanding after 640 RSUs Restricted stock units remaining after the reported vesting
Total RSU award 6,250 RSUs Original restricted stock unit grant described in footnotes
Previously vested RSUs 5,348 RSUs Vested before Ching became a Section 16 officer
Unvested RSUs 902 RSUs Remain to vest in equal monthly installments
Final vesting date September 6, 2026 Date when remaining RSUs are scheduled to be fully vested
Restricted Stock Unit financial
"Represents an award of 6,250 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
"5,348 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""
payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
Form 4 Insider Transactions: What Each Field Means →
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*
Ching Christina
(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)
Interim CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		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 Stock05/06/2026M131A$31.853,533D
Common Stock05/06/2026F(1)48D$31.853,485D
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$005/06/2026M131 (2) (3)Common Stock131$0640D
Explanation of Responses:
1. Shares withheld to satisfy tax withholding obligation of the reporting person.
2. Represents an award of 6,250 restricted stock units ('RSUs'). 5,348 RSUs vested prior to the Reporting Person becoming a Section 16 officer. The remaining 902 RSUs vest in equal monthly installments until fully vested on September 6, 2026.
3. N/A
/s/ Christina Ching05/07/2026
** 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

FAQ

What insider transactions did Newegg (NEGG) interim CFO Christina Ching report?

Christina Ching reported RSU-related activity on May 6, 2026. She acquired 131 Newegg common shares through RSU conversion, and 48 shares were withheld to cover tax obligations. These were compensation-related, not open‑market purchases or sales.

How many Newegg (NEGG) shares does interim CFO Christina Ching hold after this Form 4?

After the reported transactions, Christina Ching directly holds 3,533 shares of Newegg common stock. She also has 640 restricted stock units outstanding, which represent additional potential shares that will be delivered as they vest over time.

Were Newegg (NEGG) shares sold on the market in this Form 4 filing?

No open‑market sale is reported. The 48 Newegg shares shown as a disposition were withheld to satisfy Christina Ching’s tax withholding obligation on vested RSUs, a standard non‑market mechanism used to cover income tax liabilities.

What is the size and vesting schedule of Christina Ching’s Newegg (NEGG) RSU award?

The award totals 6,250 restricted stock units. Of these, 5,348 vested before she became a Section 16 officer. The remaining 902 RSUs vest in equal monthly installments until fully vested on September 6, 2026, subject to continued service.

How many Newegg (NEGG) RSUs remain unvested for interim CFO Christina Ching?

Christina Ching has 902 unvested Newegg restricted stock units. These RSUs are scheduled to vest in equal monthly installments, with the final tranche vesting on September 6, 2026, according to the award’s existing vesting terms.

What does the tax withholding transaction mean in Newegg (NEGG) interim CFO’s Form 4?

The tax withholding disposition reflects 48 Newegg shares withheld by the company to pay Ching’s tax obligation on vested RSUs. This mechanism satisfies payroll taxes without her executing an open‑market sale of shares.