Newegg (NASDAQ: NEGG) CLO trades stock under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 67 shares ($2,345)
Net Sell
4 txns
Insider
Chen Michael
Role
Chief Legal Officer
Sold
67 shs ($2K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 67 | $35.00 | $2K |
| Exercise | Restricted Stock Unit | 105 | $0.00 | -- |
| Exercise | Common Stock | 105 | $34.91 | $4K |
| Tax Withholding | Common Stock | 38 | $34.91 | $1K |
Holdings After Transaction:
Common Stock — 2,388 shares (Direct, null);
Restricted Stock Unit — 614 shares (Direct, null)
Footnotes (1)
- Shares withheld to satisfy tax withholding obligation of the reporting person. Sale effected pursuant to a Rule 10b5-1 trading plan. 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. 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
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.
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.