UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 1325, 2026

Chegg, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36180

20-3237489

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


2261 Market Street STE 46218
San Francisco,	California	94114
(Address of principal executive offices)		(Zip Code)

(408) 855-5700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CHGG	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 1325, 2026, in order to achieve an as equal as reasonably possible composition of the classes of directors (the “Rebalance”) of the Board of Directors (the “Board”) of Chegg, Inc. (the “Company”), ~~entered~~the ~~into~~Board andetermined ~~individual~~to move Renee Budig, ~~privately~~a ~~negotiated~~director ~~repurchase~~in ~~agreement~~Class I with a ~~holder~~current ofterm ~~its~~expiring ~~outstanding~~at 0%the ~~Convertible~~Annual ~~Senior~~Meeting ~~Notes~~of ~~due~~Stockholders on June 12, 2026 (the “2026 ~~Notes~~Annual Meeting”), to ~~repurchase~~Class ~~$20.0~~III ~~million~~with ina ~~aggregate~~term ~~principal~~expiring ~~amount~~at of the ~~2026~~Annual ~~Notes~~Meeting ~~for~~of anStockholders ~~aggregate~~that ~~cash~~will ~~repurchase~~be ~~price~~held ofduring ~~$19.4~~2028 ~~million~~ (the “~~Notes~~2028 ~~Repurchase~~Annual ~~Transaction~~Meeting”). ~~The~~To ~~Notes~~achieve ~~Repurchase~~the ~~Transaction~~Rebalance, ~~was~~Ms. ~~entered~~Budig ~~into~~resigned inas ~~connection~~a ~~with~~director on March 25, 2026 and the ~~Company's~~Board ~~previously~~immediately ~~announced~~re-elected ~~securities~~Ms. ~~repurchase~~Budig ~~program~~as a Class III director. The resignation and isre-election ~~expected~~of Ms. Budig were effected solely to ~~close~~achieve the Rebalance and for all other purposes Ms. Budig’s service on ~~February~~the ~~20,~~Board ~~2026,~~is ~~subject~~deemed to have continued uninterrupted. As a result of the ~~satisfaction~~Rebalance, the Board now consists of ~~customary~~two ~~closing~~Class ~~conditions~~I directors, one Class II director, and two Class III directors. ~~Following~~To ensure that the ~~closing~~stockholders of the Company have the opportunity to vote on Ms. Budig’s continued Board membership at least once every three years, ~~$33~~Ms.9 ~~million~~Budig ~~aggregate~~will ~~principal~~stand ~~amount~~for ofelection as a Class III director at the 2026 ~~Notes~~Annual ~~will~~Meeting ~~remain~~to ~~outstanding~~serve ~~and~~a ~~$122.4~~term ~~million~~ending at the 2028 Annual Meeting, which is when the other Class III director will ~~remain~~stand ~~available~~for ~~under~~election by the Company'’s ~~securities repurchase program~~stockholders.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report, including statements regarding the amount of the 2026 Notes to be repurchased, the amount of the 2026 Notes to remain outstanding following completion of the Notes Repurchase Transaction, the ability to satisfy closing conditions and complete the note repurchase transaction on the timeline described herein or at all, and the final aggregate cash repurchase prices for the Notes Repurchase Transaction are forward-looking statements. The words “will,” “plans,” “expects” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including satisfaction of closing conditions, closing of the Notes Repurchase Transaction, and other risks related to the capital markets. In light of these risks, uncertainties and assumptions, the future events discussed in this Current Report on Form 8-K may not occur and actual future results may be materially different from those anticipated or implied in the forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHEGG, INC. By: /s/ David Longo Name: David Longo Title: Chief Financial Officer and Corporate Secretary

Date: ~~February~~March 1731, 2026

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