Newegg CEO converts 69K stock units, withholds shares

Newegg’s CEO converted performance stock units into common shares, with a portion of the new shares withheld to cover tax obligations.

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) reported that Chief Executive Officer and director Anthony Chow exercised performance-based equity on August 31, 2026. A total of 69,323 Performance Stock Units converted into an equal number of common shares at no exercise price, and 37,400 common shares were withheld to satisfy his tax withholding obligation at $17.68 per share. No Performance Stock Units remain directly held after this conversion, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

69,323 shares exercised/converted

Exercise 3 txns

Insider Chow Anthony

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit F2, F3	69,323	$0.00	$0.00
Exercise	Common Stock	69,323	$17.68	$1.23M
Tax Withholding	Common Stock F1	37,400	$17.68	$661K

Holdings After Transaction: Performance Stock Unit — 0 contracts (Direct); Common Stock — 120,160 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to satisfy tax withholding obligation of the reporting person.
2. F2. Date on which the Company files its semiannual 6-K earnings release for 1H 2026.
3. F3. N/A

Key Figures

Performance Stock Units converted: 69,323 units Common shares received from conversion: 69,323 shares Shares withheld for tax obligation: 37,400 shares +3 more

6 metrics

Performance Stock Units converted 69,323 units Converted into common stock on August 31, 2026

Common shares received from conversion 69,323 shares Issued to the CEO upon Performance Stock Unit conversion

Shares withheld for tax obligation 37,400 shares Common stock withheld to satisfy tax withholding obligation

Per-share value used for tax withholding $17.68 per share Applied to 37,400 withheld shares on August 31, 2026

Exercise price of Performance Stock Units $0.00 per unit Conversion of 69,323 Performance Stock Units into common stock

Performance Stock Units directly held after conversion 0 units Reporting shows no remaining direct holdings of these units

Key Terms

Performance Stock Unit, tax withholding obligation, semiannual 6-K earnings release, Rule 10b5-1 trading plan

4 terms

Performance Stock Unit financial

"A total of 69,323 Performance Stock Units converted into an equal number of common shares"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

tax withholding obligation financial

"Shares withheld to satisfy tax withholding obligation of the reporting person"

semiannual 6-K earnings release regulatory

"Date on which the Company files its semiannual 6-K earnings release for 1H 2026"

Rule 10b5-1 trading plan regulatory

"No Rule 10b5-1 trading plan is reported for these transactions"

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.

FAQ

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

What insider transaction did NEGG’s CEO Anthony Chow report on August 31, 2026?

Anthony Chow reported the conversion of 69,323 Performance Stock Units into an equal number of Newegg common shares on August 31, 2026, with part of the resulting stock used to cover his tax withholding obligation.

How many Newegg (NEGG) Performance Stock Units did the CEO convert into common stock?

The CEO converted 69,323 Performance Stock Units into 69,323 shares of common stock. The conversion carried an exercise price of $0.00 per unit, meaning no cash exercise price was paid for the equity conversion.

How many NEGG shares were withheld to cover the CEO’s tax obligation and at what price?

A total of 37,400 shares of Newegg common stock were withheld from the CEO to satisfy his tax withholding obligation, at a reported value of $17.68 per share, according to the Form 4 footnote describing the tax withholding.

Did the Newegg (NEGG) CEO’s August 31, 2026 transactions occur under a Rule 10b5-1 plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for the reported August 31, 2026 transactions, so the exercise of Performance Stock Units and related tax-share withholding were not reported as being under a pre-arranged trading plan.

What happened to the CEO’s Performance Stock Units in the Newegg (NEGG) filing?

A block of 69,323 Performance Stock Units converted into Newegg common stock on August 31, 2026, leaving no such units directly held after the transaction, according to the post-transaction derivative holdings reported.

How is the Newegg (NEGG) semiannual 6-K earnings release for 1H 2026 related to this Form 4?

A footnote states that the conversion date corresponds to the date Newegg files its semiannual 6-K earnings release for the first half of 2026, tying vesting of the Performance Stock Units to that company disclosure date.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/02/2026 - 06:53 PM EDT Accepted by SEC EDGAR 09/02/2026 - 06:52 PM EDT 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^*

Chow Anthony

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

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	08/31/2026		M		69,323	A	$17.68	157,560	D
Common Stock	08/31/2026		F(1)		37,400	D	$17.68	120,160	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
Performance Stock Unit	$0	08/31/2026		M			69,323	(2)	(3)	Common Stock	69,323	$0	0	D

Explanation of Responses:

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

2. Date on which the Company files its semiannual 6-K earnings release for 1H 2026.

3. N/A

	/s/ Anthony Chow	09/02/2026
	** 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)