Chen Michael 4

What Happened

• Michael Chen, Chief Legal Officer of Newegg Commerce, exercised/converted a derivative position for 105 shares and acquired those shares at $16.38 each (approx. $1,720). To satisfy tax withholding, 38 of those shares ( ~$622) were withheld. The remaining 67 shares were sold in an open-market transaction at $16.38 each for about $1,097. The filing also shows an M-coded derivative disposition of 105 shares at $0.00 (see footnotes).

Key Details

• Transaction dates and prices:
  • 2026-06-30: Converted/exercised 105 shares @ $16.38 (Acquired) — $1,720
  • 2026-06-30: 38 shares withheld for tax @ $16.38 (Disposed) — $622 (F)
  • 2026-07-01: Open-market sale of 67 shares @ $16.38 (Disposed) — $1,097 (S)
  • 2026-06-30: M-coded derivative disposition 105 shares @ $0.00 (Disposed)
• Shares owned after the transactions: Not disclosed in this Form 4.
• Notable footnotes:
  • F1: Shares withheld to satisfy tax withholding.
  • F2: Sale executed pursuant to a Rule 10b5-1 trading plan.
  • F3: Reporting person has a 5,000 RSU award; remaining RSUs vest monthly through Oct 31, 2026.
  • F4: N/A
• Filing date/timeliness: Form filed July 2, 2026. That appears timely (Form 4 is generally due within two business days of the transaction).

Context

• This pattern (exercise/conversion with shares withheld for taxes and immediate sale of the remainder) is a common cashless exercise/settlement. The open-market sale was made under a pre-established Rule 10b5-1 plan (per F2), which typically indicates the sale was pre-planned rather than a discretionary trade by the officer.