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’s success hinges on balancing fast inventory turns with razor-thin electronics margins and a bustling third-party marketplace. That makes every 10-K, 10-Q and 8-K a goldmine for clues on vendor concentration, logistics costs and seasonal gamer demand. If you have ever typed “Newegg insider trading Form 4 transactions” or “Newegg quarterly earnings report 10-Q filing” into a search bar, you know the challenge: hundreds of pages, accounting jargon and time-sensitive updates.
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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.
Newegg Commerce, Inc. (NEGG) – Schedule 13D/A, Amendment No. 1 (filed 07/10/2025)
The filing updates the ownership position of three related reporting persons—Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust. Collectively, they now beneficially own 2,222,222 common shares of Newegg Commerce, Inc., representing 11.4 % of the company’s 19,478,394 shares outstanding as reported in Newegg’s 2024 Form 20-F.
Voting and dispositive power over the entire block is shared among the two individuals and the trust; none of the parties reports sole voting or dispositive authority. The trust is the legal holder of the shares, with Angelica Galkin serving as sole trustee and beneficiary.
Total consideration paid: approximately $21.98 million. The trust used cash from its capital account as well as margin borrowings obtained in the ordinary course of business. Because additional securities serve as collateral, the exact level of margin applied to the NEGG position cannot be determined from the filing.
The filing contains no disclosure of legal proceedings, no sales within the past 60 days, and no plans or proposals regarding corporate actions. A joint-filing agreement is included as Exhibit A, and the transaction history is provided in Schedule A.
Key takeaway: An affiliated group has accumulated an 11.4 % stake, making it one of Newegg’s largest identified shareholders, a potentially influential position for future governance matters.
Form 3 filing date: July 1, 2025 (event date June 30, 2025). The filing discloses the initial beneficial ownership of Newegg Commerce, Inc. (NASDAQ: NEGG) shares by three related reporting persons: Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust dated April 21, 2018.
Key holdings: The Trust owns 2,100,000 shares of NEGG common stock. This represents a 10%+ ownership position in the company. All three filers may be deemed to share voting and disposition power, with Angelica Galkin delegating those rights to Vladimir Galkin.
Ownership form: The stake is reported as indirect ("I") through the Trust. No derivative securities are reported in Table II, and the filing does not involve any purchase, sale, or option exercise—only the declaration of existing ownership.
Implications for investors: A double-digit insider ownership stake often signals alignment between insiders and outside shareholders, but the Form 3 itself is disclosure-only and does not modify the company’s capital structure or introduce new financing events.
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