Newegg (NASDAQ: NEGG) director sells 40,000 shares through LLC entity

Rhea-AI Filing Summary

Newegg Commerce, Inc. director and 10% owner Fred Faching Chang reported open-market sales of a total of 40,000 common shares through Tekhill USA LLC. The sales occurred on May 19 at a weighted average price of $19.088 and on May 20 at $20.075 per share.

After these transactions, Tekhill USA LLC held 3,206,646 common shares indirectly attributable to Chang. Separate holding entries show 407,927 common shares held directly by Chang and 450,000 common shares held indirectly through Nabal Spring, LLC, where he is the sole member and manager.

Insights

Equity ownership analyst

Director’s LLC sold 40,000 Newegg shares while retaining a large stake.

The filing shows two open-market sales totaling 40,000 Newegg Commerce common shares by Tekhill USA LLC, an entity solely managed by director and 10% owner Fred Faching Chang. Sale prices were weighted averages of $19.088 and $20.075 per share.

Following the sales, Tekhill USA LLC still holds 3,206,646 shares, while additional positions of 407,927 shares are held directly and 450,000 shares through Nabal Spring, LLC. With no derivative positions reported and a relatively small portion of overall holdings sold, this appears as a routine ownership adjustment.

Insider Trade Summary

Net Seller: 40,000 shares ($783,260)

Net Sell 4 txns

Insider CHANG FRED FACHING

Role null

Sold 40,000 shs ($783K)

Type	Security	Shares	Price	Value
Sale	Common Shares	20,000	$20.075	$402K
Sale	Common Shares	20,000	$19.088	$382K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,206,646 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 $19.74 to $18.52. 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 $21.79 to $19.00. 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: 40,000 shares Sale price May 19: $19.088/share Sale price May 20: $20.075/share +3 more

6 metrics

Shares sold 40,000 shares Total open-market sales of common shares reported

Sale price May 19 $19.088/share Weighted average price for 20,000-share sale on May 19

Sale price May 20 $20.075/share Weighted average price for 20,000-share sale on May 20

Tekhill post-sale holdings 3,206,646 shares Indirect common shares held after transactions

Direct holdings 407,927 shares Common shares held directly by Fred Faching Chang

Nabal Spring holdings 450,000 shares Common shares held indirectly via Nabal Spring, LLC

Key Terms

open-market sale, indirect ownership, weighted average price, 10% 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.

indirect ownership financial

""ownership_type": "indirect""

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.

10% owner financial

""is_ten_percent_owner": 1"

non-derivative financial

""transaction_type": "non-derivative""

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)
05/19/2026

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	05/19/2026		S		20,000	D	$19.088(1)	3,226,646	I	By Tekhill USA LLC(3)
Common Shares	05/20/2026		S		20,000	D	$20.075(2)	3,206,646	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 $19.74 to $18.52. 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 $21.79 to $19.00. 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	05/21/2026
	** 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

How many Newegg (NEGG) shares were sold in this Form 4?

The filing reports open-market sales totaling 40,000 common shares of Newegg Commerce. These were executed in two transactions, one for 20,000 shares at a weighted average of $19.088 and another 20,000 shares at $20.075 per share.

Who sold Newegg (NEGG) shares and through what entity?

The transactions are attributed to Tekhill USA LLC, an entity for which director and 10% owner Fred Faching Chang is the sole member and manager. The Form 4 classifies these as indirect ownership sales of Newegg common shares.

What Newegg (NEGG) share price ranges are disclosed for the sales?

The Form 4 notes weighted average sale prices of $19.088 and $20.075 per share. Footnotes explain these averages reflect multiple trades in ranges from $19.74 to $18.52 and from $21.79 to $19.00, respectively.

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

After the reported transactions, Tekhill USA LLC holds 3,206,646 Newegg common shares indirectly attributable to Fred Faching Chang. This figure reflects Tekhill’s position following the combined 40,000-share open-market sales described in the Form 4.

What are Fred Faching Chang’s other reported Newegg (NEGG) holdings?

Besides Tekhill USA LLC’s holdings, the Form 4 shows 407,927 Newegg common shares held directly by Fred Faching Chang and 450,000 shares held indirectly through Nabal Spring, LLC, an entity where he is the sole member and manager.

Does this Newegg (NEGG) Form 4 report any option exercises or derivatives?

No derivative transactions are reported in this Form 4. The derivative summary section is empty, and all listed entries involve non-derivative common share holdings and open-market sales, with no option exercises or other derivative activity disclosed.