Newegg Commerce legal chief sells 67 shares at $13.20

The related 5,000-RSU award includes monthly vesting through October 31, 2026.

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) Chief Legal Officer Michael Chen converted 105 restricted stock units into 105 common shares on September 30, 2026; the transaction table reports 89 restricted stock units following the conversion. 38 common shares were withheld to satisfy his tax withholding obligation. Chen sold 67 common shares at $13.20 per share on October 1, 2026, pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Chen Michael

Role Chief Legal Officer

Sold 67 shs ($884.40)

Approx. gross sale proceeds $884.40

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock F2	67	$13.20	$884.40
Exercise	Restricted Stock Unit F3, F4	105	$0.00	$0.00
Exercise	Common Stock	105	$13.20	$1K
Tax Withholding	Common Stock F1	38	$13.20	$501.60

Holdings After Transaction: Restricted Stock Unit — 89 contracts (Direct); Common Stock — 2,388 shares (Direct)

Footnotes (4)

1. F1. Shares withheld to satisfy tax withholding obligation of the reporting person.
2. F2. Sale effected pursuant to a Rule 10b5-1 trading plan.
3. F3. 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.
4. F4. N/A

Key Figures

Common shares sold: 67 shares Sale price: $13.20 per share Restricted stock units converted: 105 restricted stock units +5 more

8 metrics

Common shares sold 67 shares October 1, 2026

Sale price $13.20 per share Sale on October 1, 2026

Restricted stock units converted 105 restricted stock units September 30, 2026

Common shares acquired upon conversion 105 common shares September 30, 2026

Shares withheld for tax withholding 38 shares September 30, 2026

Restricted stock units following transaction 89 restricted stock units Reported following the September 30, 2026 transaction

Restricted stock unit award 5,000 restricted stock units Award described in the transaction footnote

Restricted stock units vested before Section 16 officer status 4,176 restricted stock units As stated in the award footnote

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, Section 16 officer, tax withholding obligation

4 terms

Rule 10b5-1 trading plan regulatory

"Sale effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units financial

"Represents an award of 5,000 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Section 16 officer regulatory

"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.

tax withholding obligation financial

"Shares withheld to satisfy tax withholding obligation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NEGG shares did Michael Chen sell, and at what price?

Michael Chen sold 67 common shares at $13.20 per share on October 1, 2026, pursuant to a Rule 10b5-1 trading plan.

What are the vesting terms for Michael Chen's NEGG restricted stock units?

The award covers 5,000 restricted stock units. Of these, 4,176 vested before Chen became a Section 16 officer; the remaining units vest in equal monthly installments until fully vested on October 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 07:00 PM Accepted by SEC EDGAR 10/02/2026 - 07:00 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^*

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)
09/30/2026

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	09/30/2026		M		105	A	$13.2	2,493	D
Common Stock	09/30/2026		F(1)		38	D	$13.2	2,455	D
Common Stock	10/01/2026		S(2)		67	D	$13.2	2,388	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	09/30/2026		M			105	(3)	(4)	Common Stock	105	$0	89	D

Explanation of Responses:

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

2. Sale effected pursuant to a Rule 10b5-1 trading plan.

3. 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.

4. N/A

	/s/ Michael Chen	10/02/2026
	** 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)