NEGG CLO Michael Chen Exercises Options, Sells Shares

What Happened

• Michael Chen, Chief Legal Officer of Newegg Commerce, exercised/converted a derivative position resulting in 105 shares acquired (reported value $16.28 per share; $1,709 total). Of those shares, 38 were withheld to satisfy tax withholding (valued at about $619) and 67 shares were sold in an open-market sale at $16.28 per share for about $1,091.
• The filing shows a related derivative disposition of 105 shares at $0.00, reflecting the conversion/exercise mechanics reported on the Form 4. These actions effectively resulted in a cashless exercise (shares withheld for taxes and some shares sold).

Key Details

• Transaction dates and prices: 2026-08-31 (exercise/conversion) and 2026-09-01 (open-market sale) at $16.28 per share.
• Reported values: 105 shares acquired ($1,709); 38 shares withheld for taxes ($619); 67 shares sold (~$1,091).
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes: F1 = shares withheld to satisfy tax withholding; F2 = sale effected pursuant to a Rule 10b5-1 trading plan; F3 = filing references a 5,000-RSU award with remaining RSUs vesting monthly through Oct 31, 2026; F4 = N/A.
• Filing date: Form was filed 2026-09-02 for transactions on 2026-08-31 and 2026-09-01 — appears to be timely (not marked late).

Context

• This was mainly an exercise/conversion followed by a partial sale and tax withholding — a common cashless-exercise pattern rather than a straightforward buy or large sell indicating a change in sentiment.
• The open-market sale was executed under a pre-established Rule 10b5-1 plan, which generally means the sale was planned ahead and not a discretionary, opportunistic trade.