Chegg 8-K: Delisting Notice Filed

TL;DR

Chegg's in hot water - 8-K filed about potential delisting.

AI Summary

Chegg, Inc. filed an 8-K on December 15, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard, along with Regulation FD disclosures and financial statements. The filing date for the report is December 12, 2025.

Why It Matters

This filing indicates potential issues with Chegg's continued listing on an exchange, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant event that can severely impact a company's stock and operations.

Key Players & Entities

• Chegg, Inc. (company) — Registrant
• December 12, 2025 (date) — Date of earliest event reported
• December 15, 2025 (date) — Date of report
• 3990 Freedom Circle, Santa Clara, California 95054 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value per share CHGG The New York S
• $1.00 — k as of December 11, 2025 was less than $1.00 over a consecutive 30 trading-day perio

Filing Documents

• chgg-20251212.htm (8-K) — 32KB
• a1212258-kex991.htm (EX-99.1) — 9KB
• 0001364954-25-000147.txt ( ) — 158KB
• chgg-20251212.xsd (EX-101.SCH) — 2KB
• chgg-20251212_lab.xml (EX-101.LAB) — 21KB
• chgg-20251212_pre.xml (EX-101.PRE) — 12KB
• chgg-20251212_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; On December 12, 2025, Chegg, Inc. (the "Company") was notified by the New York Stock Exchange (the "NYSE") that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing share price of the Company's common stock as of December 11, 2025 was less than $1.00 over a consecutive 30 trading-day period. As required by the NYSE, the Company intends to notify the NYSE timely of its intent to regain compliance with the NYSE minimum share price requirement, which may include, if necessary, effecting a reverse stock split, subject to approval by the board of directors and stockholders of the Company. The Company can regain compliance at any time within the six-month period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The notice has no immediate impact on the listing of the Company's common stock, which will continue to be listed and trade on the NYSE during the six-month cure period, subject to the Company's compliance with the other NYSE continued listing standards. The Company intends to continually monitor the closing share price of its common stock throughout the cure period and, as appropriate, will evaluate available options to resolve the deficiency and regain compliance with the minimum share price requirement. In the event that the Company fails to regain compliance with the minimum share price requirement, the Company's common stock will be subject to NYSE's suspension and delisting procedures.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As required by NYSE rules, the Company issued a press release on December 15, 2025 announcing receipt of the above-mentioned notice, a copy of which is furnished as Exhibit 99.1 hereto. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

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 Company's ability to regain compliance with the NYSE minimum share price requirement within the applicable cure period, the Company's ability to maintain the listing of its common stock on the NYSE, the Company's intention to monitor the closing share price of its common stock and evaluate available options to resolve the deficiency, including, if necessary, effecting a reverse stock split, and the Company's ability to continue to comply with other applicable listing standards of the NYSE, 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 reactions from the Company's employees, vendors, customers, lenders and investors to the Company's receipt of the NYSE notice of non-compliance, the possibility that the Company is unable to regain compliance with the NYSE minimum share price requirement, or thereafter continue to comply with the NYSE listing standards, the impact of the Company's commencement of a process to explore strategic alternatives and the outcome of such process, the possibility that the NYSE may delist the Company's common stock, and the risks and uncertainties set forth in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as well as subsequent filings with the SEC. In addition, new risks may emerge from time to time, and it is not possible for the Company to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to diffe

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by Chegg, Inc., dated December 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 Date: December 15, 2025