21 unchanged sentences
The information concerning our directors, compliance with Section 16(a) of the Exchange Act, our Audit Committee and any changes to the process by which stockholders may recommend nominees to the Board required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No.
−Removed: 1 Election of Directors,” “Committees of our Board of Directors,” “Delinquent Section 16(a) Reports” and “Stockholder Proposals to Be Presented at Next Annual Meeting.” The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.
+Added: 1 - Election of Directors,” “Committees of Our Board of Directors,” “Delinquent Section 16(a) Reports” and “Stockholder Proposals to Be Presented at the Next Annual Meeting.” The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
The information concerning our executive officers required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Our Management.”
−Removed: We have adopted a code of ethics, our Code of Business Conduct and Ethics, which applies to all employees, including our principal executive officer, our principal financial officer, and all other executive officers, and our board of directors.
+Added: We have adopted a code of ethics, our Code of Business Conduct and Ethics, which applies to all employees, including our principal executive officer, our principal financial officer, and all other executive officers, and our Board.
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.
−Removed: 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.
−Removed: A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.
−Removed: In addition, from time to time, the Company may engage in transactions in Company securities.
−Removed: It is the Company’s intent to comply with applicable laws and regulations relating to insider trading.
+Added: 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, any listing standards applicable to the Company, as well as procedures designed to further the foregoing purposes.
+Added: A copy of our insider trading policy is filed as an exhibit to our 2024 Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
−Removed: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation.”
+Added: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Executive Compensation,” “Director Compensation,” and “2025 Director Compensation Table.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Equity Compensation Plan Information,” “Transactions with Related Parties, Founders and Control Persons,” and “Independence of Directors.”
+Added: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Equity Plans,” and "Security Ownership of Certain Beneficial Owners and Management."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Corporate Governance Standards and Director Independence” “Transactions with Related Parties, Founders and Control Persons” and “Termination and Change of Control Arrangements.”
+Added: The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including "Committees of our Board of Directors," “Independence of Directors,” and “Transactions with Related Parties, Founders and Control Persons.”
PRINCIPAL ACCOUNTANT FEES AND SERVICES
62 unchanged sentences
8-K 001-36180 10/21/24 10.1
−Removed: Offer Letter between Nathan Schultz and Chegg, Inc., dated February 19, 2008
−Removed: S-1 333-190616 8/14/13 10.09
−Removed: Employment Agreement between Nathan Schultz and Chegg, Inc.
−Removed: dated April 24, 2024
−Removed: 10-Q 001-36180 4/29/24 10.02
+Added: Amendment No.
+Added: 1 to the Chegg, Inc.
+Added: 2023 Equity Incentive Plan
+Added: 8-K 001-36180 6/6/25 10.1
+Added: Transition and Separation Agreement, dated October 27, 2025, between the Company and Mr.
+Added: 8-K 001-36180 10/27/25 10.1
Offer Letter between David Longo and Chegg, Inc.
7 unchanged sentences
10-Q 001-36180 4/29/24 10.01
−Removed: Form of Base Capped Call Transaction Confirmation (2025 notes)
+Added: Offer Letter, dated October 27, 2025, between the Company and Mr.
8-K 001-36180 10/27/25 10.2
−Removed: Form of Additional Capped Call Transaction Confirmation (2025 notes)
+Added: Increased Salary, Retention Bonus and Bonus Severance Terms Agreement between the Company and David Longo
8-K 001-36180 11/20/25 10.1
7 unchanged sentences
Power of Attorney (included on signature page hereto)
−Removed: 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
+Added: 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 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
12 unchanged sentences
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.
−Removed: February 24, 2025 By:
−Removed: /S/ NATHAN SCHULTZ
−Removed: Nathan Schultz
−Removed: Chief Executive Officer and President
+Added: March 9, 2026 By:
+Added: /S/ DAN ROSENSWEIG
+Added: Dan Rosensweig
+Added: Chief Executive Officer and Executive Chairman
(Principal Executive Officer)
POWER OF ATTORNEY
−Removed: 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.
+Added: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dan Rosensweig and David Longo, 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
−Removed: /S/ NATHAN SCHULTZ President, Chief Executive Officer and Director February 24, 2025
−Removed: Nathan Schultz (Principal Executive Officer)
−Removed: /S/ DAVID LONGO Chief Financial Officer February 24, 2025
+Added: /S/ DAN ROSENSWEIG Chief Executive Officer and Executive Chairman March 9, 2026
+Added: Dan Rosensweig (Principal Executive Officer)
+Added: /S/ DAVID LONGO Chief Financial Officer March 9, 2026
David Longo (Principal Financial Officer and Principal Accounting Officer)
−Removed: /S/ DAN ROSENSWEIG Director, Co-Chairperson and Executive Chairman
−Removed: February 24, 2025
−Removed: Dan Rosensweig
−Removed: /S/ RENEE BUDIG Director February 24, 2025
−Removed: /S/ MARNE LEVINE Director February 24, 2025
−Removed: /S/ MARCELA MARTIN Director February 24, 2025
+Added: /S/ RENEE BUDIG Director March 9, 2026
+Added: /S/ MARCELA MARTIN Director March 9, 2026
Marcela Martin
−Removed: /S/ RICHARD SARNOFF Director and Co-Chairperson February 24, 2025
−Removed: Richard Sarnoff
−Removed: /S/ TED SCHLEIN Director February 24, 2025
−Removed: /S/ MELANIE WHELAN Director February 24, 2025
−Removed: Melanie Whelan
−Removed: /S/ JOHN YORK Director February 24, 2025
+Added: /S/ TED SCHLEIN Director March 9, 2026
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.