Were Michael Chen’s NEGG share sales under a Rule 10b5-1 plan?

Yes. The filing states the sale of 67 Common Stock shares on September 1, 2026 at $16.28 per share was a “Sale effected pursuant to a Rule 10b5-1 trading plan.” No Rule 10b5-1 status is indicated for the other transactions.

Newegg legal chief sells 67 shares at $16.28

Q: What insider transactions did NEGG’s Chief Legal Officer report?

Michael Chen, Chief Legal Officer, reported exercising 105 RSUs into 105 Common Stock shares on August 31, 2026, with 38 shares withheld for taxes, and a separate sale of 67 Common Stock shares on September 1, 2026 at $16.28 per share.

Q: How many NEGG shares did the insider sell and at what price?

On September 1, 2026, Michael Chen sold 67 shares of Newegg Commerce, Inc. Common Stock at $16.28 per share in a sale described as a Sale in open market or private transaction and effected pursuant to a Rule 10b5-1 trading plan.

Q: What RSU activity did the NEGG Form 4 report for Michael Chen?

The report shows an RSU award of 5,000 restricted stock units, with 4,176 RSUs vested before he became a Section 16 officer and the remaining units vesting in equal monthly installments until fully vested on October 31, 2026. On August 31, 2026, 105 RSUs were exercised.

Q: How many NEGG shares were withheld for Michael Chen’s tax obligations?

The filing states that 38 Common Stock shares on August 31, 2026 were “withheld to satisfy tax withholding obligation of the reporting person.” These shares relate to the RSU vesting and exercise reported on the same date.

Q: Does the Form 4 show remaining unvested RSUs for NEGG’s Chief Legal Officer?

Yes. It describes a 5,000 RSU award where 4,176 RSUs vested before he became a Section 16 officer and the remaining RSUs vest in equal monthly installments until fully vested on October 31, 2026, indicating an ongoing vesting schedule.

Newegg’s Chief Legal Officer exercised RSUs, had shares withheld for taxes, and sold 67 shares under a Rule 10b5-1 trading plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) insider Michael Chen, Chief Legal Officer, reported several equity transactions. On August 31, 2026, he exercised 105 restricted stock units into 105 shares of Common Stock, with 38 shares withheld to satisfy his tax withholding obligation. The same RSU award totals 5,000 units, of which 4,176 vested before he became a Section 16 officer and the remaining units vest monthly until fully vested on October 31, 2026. On September 1, 2026, he then sold 67 shares of Common Stock at $16.28 per share in a transaction effected 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 ($1K)

Approx. gross sale proceeds $1K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock ^F2	67	$16.28	$1K
Exercise	Restricted Stock Unit ^{F3, F4}	105	$0.00	$0.00
Exercise	Common Stock	105	$16.28	$2K
Tax Withholding	Common Stock ^F1	38	$16.28	$618.64

Holdings After Transaction: Restricted Stock Unit — 194 contracts (Direct); Common Stock — 2,388 shares (Direct)

Footnotes (4)

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

Key Figures

Shares sold: 67 shares Sale price per share: $16.28 per share RSUs exercised: 105 units +4 more

7 metrics

Shares sold 67 shares Common Stock sale on September 1, 2026 by Chief Legal Officer

Sale price per share $16.28 per share Price for 67 Common Stock shares sold on September 1, 2026

RSUs exercised 105 units Restricted Stock Units converted into 105 Common Stock shares on August 31, 2026

Shares withheld for taxes 38 shares Common Stock shares withheld on August 31, 2026 to satisfy tax withholding obligation

Total RSU award 5,000 units Restricted stock unit award described in footnote for Michael Chen

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

RSU vesting end date October 31, 2026 Date by which remaining RSUs from the 5,000-unit award will be fully vested

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit, 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 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.

Section 16 officer regulatory

"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.

tax withholding obligation financial

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

FAQ

What insider transactions did NEGG’s Chief Legal Officer report?

Michael Chen, Chief Legal Officer, reported exercising 105 RSUs into 105 Common Stock shares on August 31, 2026, with 38 shares withheld for taxes, and a separate sale of 67 Common Stock shares on September 1, 2026 at $16.28 per share.

How many NEGG shares did the insider sell and at what price?

On September 1, 2026, Michael Chen sold 67 shares of Newegg Commerce, Inc. Common Stock at $16.28 per share in a sale described as a Sale in open market or private transaction and effected pursuant to a Rule 10b5-1 trading plan.

What RSU activity did the NEGG Form 4 report for Michael Chen?

The report shows an RSU award of 5,000 restricted stock units, with 4,176 RSUs vested before he became a Section 16 officer and the remaining units vesting in equal monthly installments until fully vested on October 31, 2026. On August 31, 2026, 105 RSUs were exercised.

How many NEGG shares were withheld for Michael Chen’s tax obligations?

The filing states that 38 Common Stock shares on August 31, 2026 were “withheld to satisfy tax withholding obligation of the reporting person.” These shares relate to the RSU vesting and exercise reported on the same date.

Does the Form 4 show remaining unvested RSUs for NEGG’s Chief Legal Officer?

Yes. It describes a 5,000 RSU award where 4,176 RSUs vested before he became a Section 16 officer and the remaining RSUs vest in equal monthly installments until fully vested on October 31, 2026, indicating an ongoing vesting schedule.

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

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Available on EDGAR 09/02/2026 - 06:56 PM Accepted by SEC EDGAR 09/02/2026 - 06:56 PM

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)
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)
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 Stock	08/31/2026		M		105	A	$16.28	2,493	D
Common Stock	08/31/2026		F⁽¹⁾		38	D	$16.28	2,455	D
Common Stock	09/01/2026		S⁽²⁾		67	D	$16.28	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)
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)
Restricted Stock Unit	$0	08/31/2026		M			105	⁽³⁾	⁽⁴⁾	Common Stock	105	$0	194	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	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)

Source: View Original Filing on SEC EDGAR