CHEGG, INC — Director's Dealing 2025

Mar 14, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEGG, INC (CHGG)
CIK: 0001364954
Period of Report: 2025-03-12

Reporting Person: Schultz Nathan J. (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-12	Common Stock	A	35805	—	Acquired	1703539	Direct
2025-03-12	Common Stock	F	8483	$0.8577	Disposed	1695056	Direct
2025-03-12	Common Stock	F	3111	$0.8577	Disposed	1691945	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	161647	Indirect

Footnotes

F1: Represents the number of shares of Common Stock subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2024 (the "2024 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on March 3, 2025. The shares subject to the 2024 PSUs allocated to each "2024 performance metric" shall vest 100% on June 12, 2025, subject to the Reporting Person's continued service through each vesting date.

F2: Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.

F3: Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the performance stock units ("PSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.

F4: The Reporting Person is a Co-Trustee.