CHEGG, INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. 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, as of December 31, 2025, 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework). All control systems are subject to inherent limitations. Our management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on these criteria. Additionally, our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company's internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K. (c) Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, none of our Section 16 officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the covered period. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 88 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. 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.” 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. 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. A copy of our insider trading policy is filed as an exhibit to our 2024 Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION 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.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm.” 89 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES We have filed the following documents as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 51 Consolidated Balance Sheets 54 Consolidated Statements of Operations 55 Consolidated Statements of Comprehensive (Loss) Income 56 Consolidated Statements of Stockholders’ Equity 57 Consolidated Statements of Cash Flows 58 Notes to Consolidated Financial Statements 59 2. Financial Statement Schedules Schedule II-Valuation and Qualifying Accounts (in thousands): Years Ended December 31, 2025, 2024, and 2023 Balance at Beginning of Year (Release) Provision for Bad Debts Net Write-offs Balance at End of Year Accounts receivable allowance 2025 $ 190 $ ( 3 ) $ ( 31 ) $ 156 2024 376 ( 99 ) ( 87 ) 190 2023 394 58 ( 76 ) 376 Years Ended December 31, 2025, 2024, and 2023 Balance at Beginning of Year Provision for Refunds Refunds Issued Balance at End of Year Refund reserve 2025 $ 495 $ 9,373 $ ( 9,503 ) $ 365 2024 1,538 9,831 ( 10,874 ) 495 2023 1,499 9,724 ( 9,685 ) 1,538 All other financial statement schedules are omitted because they are not applicable, or the information is included in the Registrant’s consolidated financial statements or related notes. 3. Exhibits Incorporated by Reference Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith 3.01 Restated Certificate of Incorporation of Chegg, Inc. effective November 18, 2013 10-K 001-36180 3/4/16 3.01 3.02 Amended and Restated Bylaws of Chegg, Inc., as amended on March 15, 2023 8-K 001-36180 3/21/23 3.1 4.01 Form of Chegg, Inc.’s Common Stock Certificate S-1/A 333-190616 10/01/13 4.01 4.02 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 10-K 001-36180 2/20/20 4.04 4.03 Indenture dated March 26, 2019 between Chegg, Inc. and Wells Fargo Bank, National Association. 8-K 001-36180 3/26/19 4.1 90 Table of Contents 4.04 Indenture dated August 21, 2020 between Chegg, Inc. and Wells Fargo Bank, National Association 8-K 001-36180 08/24/20 4.1 10.01* 2023 Equity Incentive Plan, and forms of agreements thereunder 8-K 001-36180 6/7/23 10.1 10.02* Amended And Restated Chegg, Inc. 2013 Employee Stock Purchase Plan 8-K 001-36180 6/7/23 10.2 10.03* 2023 Equity Inducement Plan, and forms of agreements thereunder S-8 001-36180 10/11/23 99.1 10.04* 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 10.05* Chegg, Inc. Compensation Recovery Policy 10-K 001-36180 2/20/24 97.1 10.06* Form of Agreement for Change-in-Control Severance Plan 10-Q 001-36180 7/29/19 10.03 10.07* Chegg, Inc. Severance Plan and Summary Plan Description 8-K 001-36180 10/21/24 10.1 10.08* Amendment No. 1 to the Chegg, Inc. 2023 Equity Incentive Plan 8-K 001-36180 6/6/25 10.1 10.09* Transition and Separation Agreement, dated October 27, 2025, between the Company and Mr. Schultz 8-K 001-36180 10/27/25 10.1 10.10* Offer Letter between David Longo and Chegg, Inc. dated December 1, 2021 10-K 001-36180 2/20/24 10.12 10.11* Promotion Letter between David Longo and Chegg, Inc. dated February 16, 2024 10-K 001-36180 2/20/24 10.13 10.12* Executive Chairman Agreement between Dan Rosensweig and Chegg, Inc. dated April 24, 2024 10-Q 001-36180 4/29/24 10.01 10.13* Offer Letter, dated October 27, 2025, between the Company and Mr. Rosensweig 8-K 001-36180 10/27/25 10.2 10.14* Increased Salary, Retention Bonus and Bonus Severance Terms Agreement between the Company and David Longo 8-K 001-36180 11/20/25 10.1 10.15 Form of Base Capped Call Transaction Confirmation (2026 notes) 8-K 001-36180 8/24/20 99.1 10.16 Form of Additional Capped Call Transaction Confirmation (2026 notes) 8-K 001-36180 8/24/20 99.2 19.1 Insider Trading Policy 10-K 001-36180 2/24/25 19.1 21.01 List of Subsidiaries X 23.01 Consent of Independent Registered Public Accounting Firm X 24.01 Power of Attorney (included on signature page hereto) X 31.01 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 X 31.02 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 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 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 101.SCH XBRL Taxonomy Extension Schema X 91 Table of Contents 101.CAL XBRL Taxonomy Extension Calculation X 101.LAB XBRL Taxonomy Extension Labels X 101.PRE XBRL Taxonomy Extension Presentation X 101.DEF XBRL Taxonomy Extension Definition X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit) X * Indicates a management contract or compensatory plan. ** 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. ITEM 16. FORM 10-K SUMMARY None. 92 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. March 9, 2026 By: /S/ DAN ROSENSWEIG Dan Rosensweig Chief Executive Officer and Executive Chairman (Principal Executive Officer) POWER OF ATTORNEY 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 /S/ DAN ROSENSWEIG Chief Executive Officer and Executive Chairman March 9, 2026 Dan Rosensweig (Principal Executive Officer) /S/ DAVID LONGO Chief Financial Officer March 9, 2026 David Longo (Principal Financial Officer and Principal Accounting Officer) /S/ RENEE BUDIG Director March 9, 2026 Renee Budig Director Marne Levine /S/ MARCELA MARTIN Director March 9, 2026 Marcela Martin /S/ TED SCHLEIN Director March 9, 2026 Ted Schlein 93