Newegg Commerce director reports two 3,582-share sales

Q: How many NEGG shares did Fred Faching Chang sell, and at what prices?

Tekhill USA LLC reported two sales of 3,582 shares each. The weighted-average prices were $9.0463 and $9.2594 per share; the respective footnotes give transaction price ranges of $10.05 to $8.72 and $9.55 to $9.06. A footnote states that sales of 3,582 shares made since September 1, 2026, were made pursuant to a written Rule 10b5-1 plan adopted May 21, 2026.

Q: How many NEGG shares does Fred Faching Chang hold directly and through Nabal Spring?

The ownership entries list 407,927 shares held directly and 450,000 shares held through Nabal Spring, LLC. A footnote identifies Chang as the sole member and manager of Nabal Spring, LLC.

Reported holdings include 407,927 shares held directly and 450,000 shares through Nabal Spring, LLC.

Available on EDGAR 11/09/2026 - 04:00 PM EST Accepted by SEC EDGAR 11/09/2026 - 03:59 PM EST

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Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) director and 10% owner Fred Faching Chang reported two indirect sales by Tekhill USA LLC, each covering 3,582 common shares. The weighted-average prices were $9.0463 and $9.2594 per share; footnotes give transaction price ranges of $10.05 to $8.72 and $9.55 to $9.06, respectively. A footnote states that sales of 3,582 shares made since September 1, 2026, were pursuant to a written Rule 10b5-1 plan adopted May 21, 2026.

Insider Trade Summary 10b5-1

Net Seller: 7,164 shares

Net Sell 2 txns

Insider CHANG FRED FACHING

Role Director, 10% Owner

Sold 7,164 shs ($66K)

Type	Security	Shares	Price	Value
Sale	Common Shares ^{F4, F1, F3}	3,582	$9.0463	$32K
Sale	Common Shares ^{F4, F2, F3}	3,582	$9.2594	$33K
Holding	Common Shares ^F3	--	--	--
Holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 2,818,597 shares (Indirect, By Tekhill USA LLC); Common Shares — 450,000 shares (Indirect, By Nabal Spring, LLC); Common Shares — 407,927 shares (Direct)

Footnotes (4)

F1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.05 to $8.72. 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.
F2. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.55 to $9.06. 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.
F3. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.
F4. All sales of 3,582 shares made by Reporting Person since September 1, 2026 have been made pursuant to a written plan adopted on May 21, 2026, 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).

Key Figures

Shares sold: 3,582 shares Weighted-average sale price: $9.0463 per share Shares sold: 3,582 shares +3 more

6 metrics

Shares sold 3,582 shares Indirect sale by Tekhill USA LLC

Weighted-average sale price $9.0463 per share 3,582-share sale; footnote gives a transaction price range from $10.05 to $8.72

Shares sold 3,582 shares Second indirect sale by Tekhill USA LLC

Weighted-average sale price $9.2594 per share 3,582-share sale; footnote gives a transaction price range from $9.55 to $9.06

Direct holdings 407,927 shares Reported direct holding

Indirect holdings 450,000 shares Held through Nabal Spring, LLC

Key Terms

weighted average price, Rule 10b5-1(c), affirmative defense conditions

3 terms

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.

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

affirmative defense conditions regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

FAQ

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

How many NEGG shares did Fred Faching Chang sell, and at what prices?

Tekhill USA LLC reported two sales of 3,582 shares each. The weighted-average prices were $9.0463 and $9.2594 per share; the respective footnotes give transaction price ranges of $10.05 to $8.72 and $9.55 to $9.06. A footnote states that sales of 3,582 shares made since September 1, 2026, were made pursuant to a written Rule 10b5-1 plan adopted May 21, 2026.

How many NEGG shares does Fred Faching Chang hold directly and through Nabal Spring?

The ownership entries list 407,927 shares held directly and 450,000 shares held through Nabal Spring, LLC. A footnote identifies Chang as the sole member and manager of Nabal Spring, LLC.

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

Form 4 Insider Transactions: What Each Field Means →

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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

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)
11/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/05/2026		S		3,582⁽⁴⁾	D	$9.0463⁽¹⁾	2,822,179	I	By Tekhill USA LLC⁽³⁾
Common Shares	11/06/2026		S		3,582⁽⁴⁾	D	$9.2594⁽²⁾	2,818,597	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.05 to $8.72. 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 $9.55 to $9.06. 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.

4. All sales of 3,582 shares made by Reporting Person since September 1, 2026 have been made pursuant to a written plan adopted on May 21, 2026, 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).

	/s/ Alison M. Pear, Attorney-In-Fact	11/09/2026
	** 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)

Source: View Original Filing on SEC EDGAR