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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-20 · 36 added, 35 removed, 131 unchanged (35% of the section changed)

4 unchanged sentences

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Management's Annual Report on Internal Control Over Financial Reporting

18 unchanged sentences

The Code of Business Conduct and Ethics is available on our website at investor.chegg.com under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

In addition, from time to time, the Company may engage in transactions in Company securities.

It is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

EXECUTIVE COMPENSATION

13 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

5 unchanged sentences

Balance at Beginning of Year

Provision for Bad Debts Net Write-offs Balance at End of Year

(Release) Provision for Bad Debts Net Write-offs Balance at End of Year

Accounts receivable allowance

28 unchanged sentences

8-K 001-36180 08/24/20 4.1

Form of Indemnification Agreement entered into between Chegg, Inc.

and each of its directors and executive officers

S-1/A 333-190616 10/01/13 10.01

2023 Equity Incentive Plan, and forms of agreements thereunder

5 unchanged sentences

S-8 001-36180 10/11/23 99.1

Offer Letter between Dan Rosensweig and Chegg, Inc., dated December 3, 2009

S-1 333-190616 08/14/13 10.06

Amendment to Offer Letter between Dan Rosensweig and Chegg, Inc., dated November 29, 2012

S-1 333-190616 08/14/13 10.07

Offer Letter between Andy Brown and Chegg, Inc., dated September 2, 2011

Form of Indemnification Agreement entered into between Chegg, Inc.

and each of its directors and executive officers

S-1/A 333-190616 10/01/13 10.01

Compensation Recovery Policy

10-K 001-36180 2/20/24 97.1

Amendment to Offer Letter between Andy Brown and Chegg, Inc., dated November 29, 2012

Form of Agreement for Change-in-Control Severance Plan

10-Q 001-36180 7/29/19 10.03

Severance Plan and Summary Plan Description

8-K 001-36180 10/21/24 10.1

1 unchanged sentence

S-1 333-190616 8/14/13 10.09

Offer Letter between John Fillmore and Chegg, Inc., dated May 10, 2013

10-K 001-36180 2/20/20 10.14

Offer Letter between Esther Lem and Chegg, Inc.

Employment Agreement between Nathan Schultz and Chegg, Inc.

dated April 24, 2024

10-Q 001-36180 4/29/24 10.02

Offer Letter between David Longo and Chegg, Inc.

dated December 1, 2021

10-K 001-36180 2/20/24 10.12

Of fer Letter between David Longo and Chegg, Inc.

dated December 1 , 202 1

Promotion Letter between David Longo and Chegg, Inc.

dated February 16, 2024

Form of Agreement for Change-in-Control Severance Plan

10-K 001-36180 2/20/24 10.13

Executive Chairman Agreement between Dan Rosensweig and Chegg, Inc.

dated April 24, 2024

10-Q 001-36180 4/29/24 10.01

7 unchanged sentences

8-K 001-36180 8/24/20 99.2

Form of Exchange Agreement (2026 notes)

8-K 001-36180 8/29/22 99.01

Insider Trading Policy

List of Subsidiaries

1 unchanged sentence

Power of Attorney (included on signature page hereto)

Certification of Dan Rosensweig, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Certification of Nathan Schultz, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of David Longo, 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

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy

101.INS XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

10 unchanged sentences

February 24, 2025 By:

/S/ DAN ROSENSWEIG

Dan Rosensweig

President, Chief Executive Officer and Co-Chairperson

/S/ NATHAN SCHULTZ

Nathan Schultz

Chief Executive Officer and President

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dan Rosensweig, Andrew Brown and Woodie Dixon Jr., and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Nathan Schultz, David Longo, and Woodie Dixon Jr., and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Title Date

/S/ DAN ROSENSWEIG President, Chief Executive Officer and Co-Chairperson February 20, 2024

Dan Rosensweig (Principal Executive Officer)

/S/ ANDREW BROWN Chief Financial Officer February 20, 2024

Andrew Brown (Principal Financial Officer)

/S/ DAVID LONGO Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Treasurer February 20, 2024

David Longo (Principal Accounting Officer)

/S/ SARAH BOND Director February 20, 2024

/S/ NATHAN SCHULTZ President, Chief Executive Officer and Director February 24, 2025

Nathan Schultz (Principal Executive Officer)

/S/ DAVID LONGO Chief Financial Officer February 24, 2025

David Longo (Principal Financial Officer and Principal Accounting Officer)

/S/ DAN ROSENSWEIG Director, Co-Chairperson and Executive Chairman

February 24, 2025

Dan Rosensweig

/S/ RENEE BUDIG Director February 24, 2025

/S/ PAUL LEBLANC Director February 20, 2024

/S/ MARNE LEVINE Director February 24, 2025

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures