CHEGG, INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Securities We had no unregistered sales of our securities during the three months ended June 30, 2022. Purchases of Securities by the Registrant and Affiliated Purchasers The following table summarizes the securities repurchase activity during the three months ended June 30, 2022 (in thousands, except average price paid per security and total number of securities repurchased): Period Total Number of Securities Repurchased Average Price Paid Per Security Total Number of Securities Purchased Pursuant to Publicly-Announced Plan Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan April 1 - April 30 (1) 837,001 31.9174 837,001 — 65,491 May 1 - May 31 — — — — 65,491 June 1 - June 30 (2) — — — — 1,065,491 (1) On February 22, 2022, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2022 ASR) to repurchase $300.0 million of our outstanding common stock. The 2022 ASR settled during the three months ended June 30, 2022 and we received an additional delivery of 837,001 shares of our common stock. The total dollar amount purchased pursuant to a publicly-announced plan is zero as we made the upfront payment of $300.0 million during the three months ended March 31, 2022. (2) In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program. See Note 11, “Stockholders' Equity,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q for additional information on the 2022 ASR and securities repurchase program. Aside from the 2022 ASR, we did not repurchase any of our securities during the three months ended June 30, 2022, other than in connection with the net share settlement of equity awards by holders in exchange for payments of statutory tax withholding amounts on behalf of the holders arising as a result of the vesting of equity awards. 34 Table of Contents ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit Form File No Filing Date Exhibit No. Filed Herewith 31.01 Certification of Dan Rosensweig, Chief Executive Officer and Co-Chairperson, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.02 Certification of Andrew Brown, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.01** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation X 101.LAB Inline XBRL Taxonomy Extension Labels X 101.PRE Inline XBRL Taxonomy Extension Presentation X 101.DEF Inline XBRL Taxonomy Extension Definition X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X ** This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. 35 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. August 4, 2022 By: /S/ ANDREW BROWN Andrew Brown Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 36