Newegg director sells 30,746 shares in market

Q: What insider transactions did NEGG director Fred Faching Chang report on this Form 4?

He reported three open-market sales of Newegg Commerce, Inc. Common Shares, totaling 30,746 shares, executed through Tekhill USA LLC, with each sale priced on a weighted average basis across multiple trades within specified price ranges.

Q: How many NEGG shares did Fred Faching Chang sell in total?

Fred Faching Chang, via Tekhill USA LLC, sold a total of 30,746 Common Shares of Newegg Commerce, Inc., consisting of sales of 3,582 shares, 23,582 shares, and 3,582 shares in three separate open-market transactions.

Q: At what prices were the NEGG shares sold by Tekhill USA LLC?

The reported prices are weighted average prices: about $15.87 per share (range $16.38–$15.65), $16.77 (range $17.56–$15.86), and $16.40 (range $17.05–$16.12), each representing multiple trades within the stated ranges.

Q: How many NEGG shares does Fred Faching Chang hold after these transactions?

After the reported sales, Fred Faching Chang reports 450,000 Common Shares held indirectly through Nabal Spring, LLC and 407,927 Common Shares held directly, according to the Form 4 holding entries.

Q: Through which entities are some of Fred Faching Chang’s NEGG shares held?

Some shares are held indirectly through Tekhill USA LLC, which executed the reported sales, and through Nabal Spring, LLC, which holds 450,000 Common Shares. The filing states he is the sole member and manager of both entities.

Director and ten percent owner Fred Faching Chang reports open-market sales totaling 30,746 NEGG shares and continues to hold significant direct and indirect positions.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) reported that director and ten percent owner Fred Faching Chang, through Tekhill USA LLC, sold a total of 30,746 Common Shares in three open-market transactions. Weighted average prices were about $15.87, $16.77, and $16.40, each based on multiple trades within stated price ranges. After these transactions, Mr. Chang reports 450,000 Common Shares held indirectly through Nabal Spring, LLC and 407,927 Common Shares held directly. No Rule 10b5-1 trading plan is reported.

Insights

Analyzing...

Insider Trade Summary

Net Seller: 30,746 shares

Net Sell 5 txns

Insider CHANG FRED FACHING

Role Director, 10% Owner

Sold 30,746 shs ($511K)

Type	Security	Shares	Price	Value
Sale	Common Shares ^{F1, F4}	3,582	$15.873	$57K
Sale	Common Shares ^{F2, F4}	23,582	$16.77	$395K
Sale	Common Shares ^{F3, F4}	3,582	$16.40	$59K
holding	Common Shares ^F4	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 3,073,687 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 $16.38 to $15.65. 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 $17.56 to $15.86. 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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.05 to $16.12. 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.
F4. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

Key Figures

Total shares sold: 30,746 shares First trade weighted average price: $15.873 per share Second trade weighted average price: $16.770 per share +3 more

6 metrics

Total shares sold 30,746 shares Common Shares sold indirectly through Tekhill USA LLC

First trade weighted average price $15.873 per share 3,582 shares; trades ranged from $16.38 to $15.65

Second trade weighted average price $16.770 per share 23,582 shares; trades ranged from $17.56 to $15.86

Third trade weighted average price $16.400 per share 3,582 shares; trades ranged from $17.05 to $16.12

Indirect holdings after transaction 450,000 shares Common Shares held indirectly through Nabal Spring, LLC

Direct holdings after transaction 407,927 shares Common Shares held directly by Fred Faching Chang

Key Terms

weighted average price, ten percent owner, indirect ownership, Common Shares

4 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.

ten percent owner regulatory

"reporting person is a director and ten percent owner"

indirect ownership financial

"Common Shares held indirectly through Tekhill USA LLC or Nabal Spring, LLC"

Common Shares financial

"reported transactions involve Common Shares of Newegg Commerce, Inc."

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

FAQ

What insider transactions did NEGG director Fred Faching Chang report on this Form 4?

He reported three open-market sales of Newegg Commerce, Inc. Common Shares, totaling 30,746 shares, executed through Tekhill USA LLC, with each sale priced on a weighted average basis across multiple trades within specified price ranges.

How many NEGG shares did Fred Faching Chang sell in total?

Fred Faching Chang, via Tekhill USA LLC, sold a total of 30,746 Common Shares of Newegg Commerce, Inc., consisting of sales of 3,582 shares, 23,582 shares, and 3,582 shares in three separate open-market transactions.

At what prices were the NEGG shares sold by Tekhill USA LLC?

The reported prices are weighted average prices: about $15.87 per share (range $16.38–$15.65), $16.77 (range $17.56–$15.86), and $16.40 (range $17.05–$16.12), each representing multiple trades within the stated ranges.

How many NEGG shares does Fred Faching Chang hold after these transactions?

After the reported sales, Fred Faching Chang reports 450,000 Common Shares held indirectly through Nabal Spring, LLC and 407,927 Common Shares held directly, according to the Form 4 holding entries.

Were the NEGG insider sales made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being under a plan, and the footnotes do not state that these transactions were made pursuant to a Rule 10b5-1 trading plan.

Through which entities are some of Fred Faching Chang’s NEGG shares held?

Some shares are held indirectly through Tekhill USA LLC, which executed the reported sales, and through Nabal Spring, LLC, which holds 450,000 Common Shares. The filing states he is the sole member and manager of both entities.

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Available on EDGAR 09/04/2026 - 01:47 PM Accepted by SEC EDGAR 09/04/2026 - 01:46 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^*

CHANG FRED FACHING

(Last)

(First)

(Middle)

21688 GATEWAY CENTER DR.

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		S		3,582	D	$15.873⁽¹⁾	3,100,851	I	By Tekhill USA LLC⁽⁴⁾
Common Shares	09/02/2026		S		23,582	D	$16.77⁽²⁾	3,077,269	I	By Tekhill USA LLC⁽⁴⁾
Common Shares	09/03/2026		S		3,582	D	$16.4⁽³⁾	3,073,687	I	By Tekhill USA LLC⁽⁴⁾
Common Shares								450,000	I	By Nabal Spring, LLC⁽⁴⁾
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 $16.38 to $15.65. 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 $17.56 to $15.86. 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. This price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.05 to $16.12. 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.

4. The Reporting Person is the sole member and manager of Tekhill USA LLC and Nabal Spring, LLC.

	/s/ Alison M. Pear, Attorney-In-Fact	09/04/2026
	** 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