Newegg CLO sells shares, exercises RSUs

Newegg Commerce Chief Legal Officer Michael Chen reported routine stock transactions involving company shares and restricted stock units.

Rhea-AI Filing Summary

Newegg Commerce Chief Legal Officer Michael Chen reported routine stock transactions involving company shares and restricted stock units. On April 30, he exercised 105 restricted stock units into common stock, with 38 shares withheld to cover tax obligations. On May 1, he sold 67 common shares at $35.00 per share in an open-market trade executed under a pre-set Rule 10b5-1 trading plan. Following these transactions, he directly holds 2,388 shares of Newegg common stock and continues to hold restricted stock units that vest in monthly installments through October 31, 2026.

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 ($2K)

Approx. gross sale proceeds $2K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	67	$35.00	$2K
Exercise	Restricted Stock Unit	105	$0.00	$0.00
Exercise	Common Stock	105	$34.91	$4K
Exercise Price or Tax Liability	Common Stock	38	$34.91	$1K

Holdings After Transaction: Restricted Stock Unit — 614 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

Open-market sale: 67 shares at $35.00 RSU exercise into common: 105 shares at $34.91 Tax-withholding shares: 38 shares at $34.91 +4 more

7 metrics

Open-market sale 67 shares at $35.00 Common Stock sale on May 1, 2026

RSU exercise into common 105 shares at $34.91 Common Stock acquired on April 30, 2026

Tax-withholding shares 38 shares at $34.91 Shares withheld for tax obligation on April 30, 2026

Post-transaction holdings 2,388 shares Common Stock held directly after May 1, 2026 sale

RSU award size 5,000 RSUs Restricted stock unit award described in footnote

Previously vested RSUs 4,176 RSUs Vested before Chen became a Section 16 officer

RSU vesting end date October 31, 2026 Remaining RSUs vest in equal monthly installments until this date

Key Terms

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

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 Unit financial

"Represents an award of 5,000 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

"4,176 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.

FAQ

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

What insider transactions did Newegg (NEGG) Chief Legal Officer Michael Chen report?

Michael Chen exercised 105 restricted stock units into Newegg common shares, had 38 shares withheld for taxes, and then sold 67 common shares at $35.00 per share in an open-market transaction under a pre-set Rule 10b5-1 trading plan.

How many Newegg (NEGG) shares does Michael Chen hold after these Form 4 transactions?

After the reported transactions, Michael Chen directly holds 2,388 shares of Newegg common stock. This reflects the RSU conversion, tax-withholding share reduction, and subsequent open-market sale disclosed in the filing for April 30 and May 1 activity.

Were Michael Chen’s Newegg (NEGG) stock sales made under a Rule 10b5-1 plan?

Yes. A footnote states the 67-share sale at $35.00 per share was effected under a Rule 10b5-1 trading plan. These pre-arranged plans schedule trades in advance, helping separate routine liquidity transactions from discretionary market-timing decisions.

What role did tax withholding play in Michael Chen’s Newegg (NEGG) Form 4 filing?

The filing shows 38 Newegg shares were withheld to satisfy Michael Chen’s tax withholding obligation related to his RSU transaction. This F-code disposition is not an open-market sale; it reflects shares delivered to cover taxes due on equity compensation.

What are the key details of Michael Chen’s restricted stock units in Newegg (NEGG)?

A footnote explains Chen received an award of 5,000 restricted stock units. Of these, 4,176 vested before he became a Section 16 officer, and the remaining units vest in equal monthly installments until fully vested on October 31, 2026, subject to continued service.

How many Newegg (NEGG) shares were acquired by exercising equity awards in this Form 4?

The Form 4 shows Michael Chen acquired 105 shares of Newegg common stock through an M-code transaction. This represents the exercise or conversion of restricted stock units into common shares, with a separate entry showing related tax-withholding of 38 shares.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/04/2026 - 06:51 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)
04/30/2026

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	04/30/2026		M		105	A	$34.91	2,493	D
Common Stock	04/30/2026		F(1)		38	D	$34.91	2,455	D
Common Stock	05/01/2026		S(2)		67	D	$35	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	04/30/2026		M			105	(3)	(4)	Common Stock	105	$0	614	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	05/02/2026
	** 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)