Welcome to our dedicated page for Newegg Commerce SEC filings (Ticker: NEGG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Newegg Commerce, Inc. files public-company disclosures as a foreign private issuer, with Form 6-K reports covering financial results, guidance, non-GAAP measures such as gross merchandise value and Adjusted EBITDA, and operating updates for its technology e-commerce platform. The filings document Newegg’s direct and marketplace sales model, product-category demand, and registration-statement incorporation for securities-related disclosures.
NEGG filings also cover capital-structure matters, including common-share sales agreements and authorized share activity, as well as board appointments, committee changes, major-stockholder matters and governance provisions under the company’s memorandum and articles of association. These records describe formal corporate events, ownership-related updates and risk-relevant operating disclosures for the issuer.
Amendment No. 8 to Schedule 13D for Newegg Commerce (NEGG) updates the ownership position of Vladimir and Angelica Galkin. As of the event date 08 Aug 2025, the husband-and-wife investors jointly hold 3,388,888 common shares, equal to 17.4 % of Newegg’s 19,478,394 shares outstanding (per the 2024 Form 20-F).
The shares were originally purchased by the Galkin Revocable Trust and transferred on 10 Jul 2025 to the couple’s joint account. Since the transfer, the Galkins used personal capital—approximately $63.47 million in total purchases—to acquire 3,550,162 shares and later sold 161,274 shares for $2.39 million, leaving the current net position of 3,388,888 shares. None of the shares are held on margin or pledged as collateral. The Galkins share both voting and dispositive power; no other parties have dividend or sale rights.
All recent transactions were executed in the open market (details in Schedule A). The filing contains no new agreements, pledges, or legal proceedings and certifies the accuracy of the disclosed information.
Newegg Commerce (NEGG) – Form 4 filed 07/29/2025
Directors and 10% owners Vladimir & Angelica Galkin disclosed two open-market purchases of the company’s common stock on 07/29/2025:
- 132,700 shares at $42.42
- 6,057 shares at $40.40
Post-transaction, the Galkins hold 3,333,333 directly owned shares, up from an estimated 3,194,576—an increase of roughly 4 %. No derivative positions, sales, or other security types were reported.
Amendment No. 7 to Schedule 13D filed 07/29/2025 discloses that Vladimir and Angelica Galkin now jointly own 3,333,333 Newegg Commerce (NEGG) common shares, equal to 17.1 % of the 19,478,394 shares reported outstanding in the issuer’s 2024 Form 20-F.
The couple received 2,222,222 shares on 07/10/2025 from the Galkin Revocable Trust and subsequently purchased an additional 1,111,111 shares with personal investment capital. Aggregate cash outlay totals $60.55 million for 3,494,607 shares acquired, partially offset by $2.39 million in proceeds from the open-market sale of 161,274 shares, leaving the current net position of 3.33 million shares.
All 3.33 million shares are held in a joint, non-margin, non-pledged account; the Galkins share voting and dispositive power. No other parties hold dividend or sale rights. Exhibits include the joint filing agreement and a detailed transaction schedule for the past 60 days.
Newegg Commerce, Inc. (NEGG) – Form 4 insider buying
On 17 Jul 2025, directors and 10% owners Vladimir and Angelica Galkin jointly purchased 416,799 NEGG common shares in the open market across three transactions:
- 111,300 sh @ $29.24 VWAP
- 166,495 sh @ $29.54 VWAP
- 139,004 sh @ $30.19 VWAP
The weighted-average purchase price is ≈ $29.68, implying a cash outlay of roughly $12.4 million. Following these purchases, the Galkins’ direct beneficial ownership increased to 3,194,576 shares.
No derivative securities were reported and no sales occurred. The sizable open-market buying by two 10% owners generally signals confidence in the company’s prospects and may be viewed constructively by investors.
Newegg Commerce, Inc. (NASDAQ: NEGG) filed a Form 6-K announcing three key developments: (1) a new $65 million At-the-Market (“ATM”) equity program with Needham & Company, (2) preliminary, unaudited half-year 2025 results, and (3) share-foreclosure related governance changes.
Under the ATM Sales Agreement, Newegg may issue common shares from time to time at prevailing market prices, paying the sales agent a 3% commission. The facility offers financing flexibility but could dilute existing shareholders if fully utilized.
For the six months ended 30 June 2025, management projects:
- Net sales: $678.3 – $713.1 million
- GMV: $827.7 – $870.1 million
- Gross profit: $77.6 – $81.6 million
- Net loss: $(1.7) – $(5.7) million
- Adjusted EBITDA: $9.3 – $13.3 million
Separately, East West Bank foreclosed on 662,408 NEGG shares pledged by affiliate Tekhill USA in connection with a delinquent $15 million loan, and may foreclose on an additional 950,000 shares. The sale lowered the “Legacy Shareholders” voting power, reducing their Board designees from three to two. Accordingly, director Fred Faching Chang resigned on 8 July 2025; Greg Moore and Richard Weil remain as minority appointees, with Weil named Primary Minority Board Appointee.
Investors should weigh the potential dilution and share-overhang risk against signs of improving underlying profitability (positive Adjusted EBITDA) ahead of the full half-year report expected around 21 August 2025.
Schedule 13D/A Amendment No. 2 Overview (NEGG): Vladimir and Angelica Galkin, together with the Angelica Galkin Revocable Trust, have updated their beneficial ownership disclosure for Newegg Commerce, Inc.
- Current ownership: 2,222,222 common shares, equal to 11.4 % of Newegg’s 19.48 million outstanding shares.
- Structural change: On 10 July 2025 the Trust transferred its entire position to a joint brokerage account held by the Galkins. The Trust therefore ceased to be a >5 % holder; the married couple now reports joint, shared voting and dispositive power.
- Cost basis & cash flows: Approx. US$21.98 million used to acquire the stake; the Trust realised US$2.39 million from the open-market sale of 161,274 shares over the last 60 days. No margin debt is currently pledged against the joint account.
- Reporting persons: Both are U.S. citizens. Vladimir Galkin (Co-Founder & Executive Chairman of HUBX, LLC) and Angelica Galkin invest primarily in securities and real estate; the Trust is an estate-planning vehicle with Angelica as sole trustee and beneficiary.
- No adverse history: The filers state that none has been convicted of criminal or civil securities violations within the past five years.
Implications for investors: The couple remains a significant insider with more than one-tenth of outstanding equity, but the form of ownership has shifted from a trust to a personal joint account. While the 0.8 % sale (161 k shares) modestly reduced the position, the large residual stake suggests continued alignment with minority shareholders. No strategic intentions or activist plans are disclosed, and no new contracts or pledges were created.