UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 001-36180

CHEGG, INC.

(Exact name of registrant as specified in its charter)

Delaware

~~20-3237489~~

20-3237489

(State or other jurisdiction of incorporation or organization)

~~(I.R.S. Employer Identification No.)~~

(I.R.S. Employer Identification No.)

2261 Market Street STE 46218

3990 Freedom Circle

San Francisco, CA 94114

Santa Clara, CA, 95054

(Address of principal executive offices)

(Former address of principal executive offices)

3990 Freedom Circle

Santa Clara, CA, 95054

(Address of principal executive offices)

(408) 855-5700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CHGG	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

•Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

•Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

•Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

•Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

•Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐☒ Emerging growth company ☐

•If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

•Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

•If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

•Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

•Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

•The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of such stock on such date as reported by the New York Stock Exchange on such date, was $~~319~~126,~~717~~089,~~961~~139. Shares of Common Stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

•As of ~~January~~February 3128, ~~2025~~2026, the Registrant had ~~105~~111,~~109~~798,~~136~~694 outstanding shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement for the Registrant's ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the Registrant's fiscal year ended December 31, ~~2024~~2025.

Table of Contents

TABLE OF CONTENTS

Page

PART I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

3835

Item IC.

Cybersecurity

3835

Item 2.

Properties

3936

Item 3.

Legal Proceedings

3936

Item 4.

Mine Safety Disclosures

3936

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

4037

Item 6.

[Reserved]

4137

Item 7.

Management's Discussion and Analysis of Financial Condition and ~~Result~~Results of Operations

4238

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

5349

Item 8.

Consolidated Financial Statements and Supplementary Data

5450

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

8988

Item 9A.

Controls and Procedures

8988

Item 9B.

Other Information

8988

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8988

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

9089

Item 11.

Executive Compensation

9089

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

9089

Item 13.

Certain Relationships and Related Transactions, and Director Independence

9089

Item 14.

Principal Accountant Fees and Services

9089

PART IV

Item 15.

Exhibits and Financial Statement Schedules

9190

Item 16.

Form 10-K Summary

9190

Signatures

9493

Unless the context requires otherwise, the words “we,” “us,” “our,” “Company” and “Chegg” refer to Chegg, Inc. and its subsidiaries taken as a whole.

Chegg, Chegg.com, Chegg Study, EasyBib, the Chegg “C” logo, and Busuu, are some of our trademarks used in this Annual Report on Form 10-K. Solely for convenience, our trademarks, trade names and service marks referred to in this Annual Report on Form 10-K appear without the ®, ™ and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. Other trademarks appearing in this Annual Report on Form 10-K are the property of their respective holders.

Table of Contents

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations are forward-looking statements. The words “believe,” “may,” “will,” “would,” “could,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “endeavor,” “expect,” “plan to,” “if,” “future,” “likely,” “potentially,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect.

Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K, and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Table of Contents

RISK FACTOR SUMMARY

Below is a summary of the material risks that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and should be carefully considered, together with other information in this Form 10-K and our other filings with the U.S. Securities and Exchange Commission ("SEC"), before making an investment decision regarding our common stock.

Risks Related to Our Business and Growth

•Failure to successfully execute our skilling-focused business-to-business strategy and realize the anticipated benefits of our business transformation and related restructuring plan could have a material adverse effect on our business financial results.

•Our revenue has declined and our business depends on our ability to continue to attract new learners to, and retain existing learners on, our learning platform.

•If we fail to innovate and offer new products and services in response to rapidly evolving technological and market developments, including AI, our competitive position and business prospects may be harmed.

•We face competition in all aspects of our business, including with respect to AI, and we expect such competition to increase.

•We have a limited operating history in international jurisdictions and our expansion efforts into international markets may not be successful.

•The uncertainty surrounding the evolving educational landscape, including the impact of AI on learning and education, the state of the student including the amount and the extent to which AI will impact study habits and how students learn and/or complete their assignments, and the demand for our evolving offerings make it difficult to predict our operational trends and results of operations.

•If our efforts to drive user traffic, including search engine optimization, social media campaigns, and other marketing, are not successful, student discovery of, and engagement with, our learning platform could decline, which may harm our business and results of operations.

•If our efforts to build and maintain strong brands are not successful, we may not be able to grow our student user base, which could adversely affect our results of operations.

•We have a history of losses, and we may not achieve or sustain profitability in the future.

•If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives.

•We have undertaken, and may in the future undertake, internal restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition.

•We rely on Amazon Web Services (AWS) and other third-party software and service providers to provide systems, storage, and services for our website and any disruption of such services or a material change to our arrangements could adversely affect our business.

•Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.

•We may need additional capital, and we cannot be sure that additional financing will be available on favorable terms, if at all.

•Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business.

Risks Related to Our Industry

•Government regulation of education and student information is evolving, and unfavorable developments could have an adverse effect on our business, results of operations, and financial condition.

•Colleges and certain governments may restrict online access or access to our website, which could lead to the loss of or slowing of growth in our student user base and their level of engagement with our platform.

•If we are required to discontinue certain of our current marketing activities, our ability to attract new students may be adversely affected.

Risks Related to Taxes and Accounting Matters

•We may be subject to greater than anticipated liabilities for income, property, sales, and other taxes, and any successful action by federal, state, foreign, or other authorities to collect additional taxes could adversely harm our business.

Table of Contents

Risks Related to Intellectual Property

•Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations.

•Misuse of our platform and content, including digital piracy and improper sharing and misappropriation of user credentials, may continue to adversely affect our business, financial condition, and results of operation.

•If we become subject to liability for the Internet content that we publish or that is uploaded to our websites by students or other users, our results of operations could be adversely affected.

•Some aspects of our technology include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could harm our business.

Risks Related to Data Privacy

•The compromise of our information technology systems or data, including through computer malware, viruses, hacking, phishing attacks, spamming and other security incidents, could harm our business and results of operations.

•We collect, process, store and use personal information and other sensitive data, which subjects us to stringent and evolving U.S. and foreign laws, governmental regulation, contractual obligations, policies and other legal obligations.

•Public scrutiny of Internet privacy issues and actual or perceived failure to comply with our obligations with respect to privacy and data security could harm our business, including by damaging our reputation and relationships with students and educators.

Risks Related to Ownership of Our Securities

•Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with such standards, could result in the delisting of our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stock.

•Our stock price has been and will likely continue to be volatile.

•Our securities repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

•Servicing our convertible senior notes requires a significant amount of cash, and we may not have sufficient cash flow or cash on hand to repay them, settle conversions in cash or to repurchase them upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase.

Table of Contents

PART I

ITEM 1. BUSINESS

Overview

Chegg ~~provides~~is ~~individualized~~a learning ~~support~~platform tohelping ~~students~~businesses asbring ~~they~~new ~~pursue~~skills to their ~~educational~~workforce ~~journeys.~~and ~~Available~~giving onlifelong ~~demand~~learners ~~24/7~~ and ~~powered~~students bythe ~~over~~skills aand ~~decade~~confidence ofto ~~learning~~succeed. ~~insights,~~Focused on the ~~Chegg~~large ~~platform~~and ~~offers~~growing ~~students~~skilling ~~artificial~~market, ~~intelligence~~Chegg ~~(“AI”)-powered~~offers ~~academic~~innovative ~~support~~tools ~~thoughtfully designed~~ for ~~education~~workplace ~~coupled~~readiness, ~~with~~professional ~~access~~upskilling, toand alanguage ~~vast~~learning. ~~network~~Chegg ofalso ~~subject~~continues ~~matter~~to ~~experts~~offer ~~who~~students ~~help~~artificial ~~ensure~~intelligence ~~quality~~(AI)-driven, ~~and~~personalized ~~accuracy~~support. NoChegg ~~matter~~remains ~~the~~committed ~~goal,~~to ~~level,~~its ormission ~~style, Chegg helps millions~~ of ~~students~~improving ~~around~~learning ~~the~~outcomes ~~world~~and ~~learn~~career ~~with~~opportunities ~~confidence~~for bymillions ~~helping~~of ~~them~~people ~~build~~around ~~essential~~the ~~academic, life, and job skills to achieve success~~world.

Our long-term strategy is ~~centered~~focused ~~upon~~on ~~our~~helping ~~ability~~learners toachieve ~~utilize~~better ~~our~~outcomes ~~Subscription~~by ~~Services~~combining toacademic ~~increase~~support ~~student~~with ~~engagement~~practical, ~~with~~career-relevant ~~our~~skills across the learning ~~platform~~lifecycle. We ~~continue~~are toevolving ~~invest~~our inplatform ~~the~~to ~~expansion~~support oflearners ~~our~~both ~~offerings~~in the classroom and ~~technology~~beyond, ~~platform~~leveraging AI to ~~provide~~deliver afaster, more ~~compelling and~~ personalized, ~~solution~~ and ~~deepen~~more ~~engagement~~effective ~~with~~learning ~~students~~experiences. We continue to ~~integrate~~invest ~~artificial~~in ~~intelligence~~expanding ~~into~~ our ~~platform,~~skilling offerings and itintegrating isthem ~~now~~with ~~conversational,~~our ~~more~~core ~~instructional,~~academic ~~and~~services ~~interactive.~~to Weprovide ~~remain focused on providing~~ a ~~holistic and~~ differentiated, ~~product~~end-to-end ~~offering~~solution that supports the whole ~~student~~learner. ~~with~~Our ~~360~~use ~~degrees~~ of ~~individualized~~AI ~~academic~~in ~~and~~our ~~functional~~platform is designed to enable us to scale personalized support, ~~including~~improve ~~the~~learning ~~delivery~~outcomes, ofand increase course completion while maintaining high- standards of quality and ~~accurate content~~accuracy. We believe ~~the~~these investments weposition ~~are~~us ~~making~~to ~~will~~drive ~~allow~~deeper usengagement, toexpand our addressable market, and return the business to sustainable revenue growth over time. Our ability to achieve these long-term objectives is subject to numerous risks and uncertainties, which are described in greater detail below and in Part III, Item 1A, “Risk Factors.” of this Annual Report on Form 10-K.

Our service and product offerings fall into two categories: ~~Subscription Services, which encompasses our~~ Chegg ~~Study~~Skilling ~~Pack, Chegg Study, Chegg Writing, Chegg Math,~~ and ~~Busuu~~Academic offerings that can be accessed internationally through our websites and on mobile devices, and Skills and Other, which encompasses our Chegg Skills, advertising services, print textbooks and eTextbooks offerings. In 2024, 6.6 million students subscribed to our Subscription Services~~, a decrease of 14% year over year from 7~~.~~7 million in 2023.~~

~~Subscription~~Chegg ~~Services~~Skilling

~~Chegg~~Our ~~Study.~~language ~~Chegg~~learning ~~Study~~platform provides subscribers ~~have~~ access to ~~personalized,~~a ~~step-by-step~~premium language learning ~~support~~platform ~~powered~~that byoffers ~~AI,~~comprehensive ~~computational~~support ~~engines~~through self-paced lessons, ~~and~~live ~~subject~~classes ~~matter~~with ~~experts.~~expert ~~Subscribers~~tutors ~~engage~~and ~~with~~a ~~our~~community ~~conversational~~of ~~experience~~members ~~that~~to ~~delivers~~practice ~~the~~alongside. ~~right~~A ~~support,~~team atof ~~the~~leading ~~right~~experts ~~time.~~have ~~Chegg~~developed ~~Study~~our ~~also~~online ~~includes~~learning ainstruction ~~collection~~to ofbring ~~free~~students ~~perks~~from ~~where~~novice ~~available,~~to ~~including~~advanced ~~services~~speakers ~~students~~in ~~care~~a ~~about~~fast-paced, inenjoyable environment and ~~out~~we ofcurrently ~~the~~offer ~~classroom,~~comprehensive ~~such~~courses astaught ~~Tinder~~by ~~Gold,~~highly ~~DashPass~~qualified ~~Student,~~teachers ~~and~~in ~~Max~~14 languages.

~~Chegg~~We ~~Study~~also ~~Pack~~provide workforce skilling programs that help employers develop and retain talent. ~~Chegg~~Our ~~Study~~workforce ~~Pack~~skilling isprograms aalign ~~premium~~workforce ~~subscription~~needs ~~bundle~~with ~~that~~learner ~~includes~~outcomes ~~all~~by ofcombining ~~the~~in-demand ~~benefits~~technical ofskills ~~Chegg~~such ~~Study~~as AI, ascoding, ~~well~~data asanalytics, ~~Chegg~~and ~~Writing~~cybersecurity, with foundational business and ~~Chegg~~human-centered ~~Math~~durable ~~(both~~skills. ~~described~~We ~~further~~keep ~~below)~~our portfolio current by working closely with employers, including Fortune 1000 companies, to understand emerging role requirements and workforce needs. Programs feature engaging, modular online content, practice opportunities, and support. Our platform tracks learner progress in real time, delivering predictive nudges and timely interventions that improve engagement, retention, and completion rates. Our approach is informed by learning science to help skills stick, so learners can apply what they learn with confidence at work.

~~Chegg~~Academic Writing. Our Chegg Writing subscription service consists of a suite of essential tools including plagiarism detection scans, grammar and writing fluency checking, expert personalized writing feedback, and premium citation generation. Subscribers can also have a writing professional proofread papers for personalized feedback. Chegg Writing also includes the popular website properties EasyBib, Citation Machine, BibMe, and CiteThisForMe.Services

~~Chegg~~Our ~~Math.~~legacy ~~Our~~academic learning services are headlined by Chegg ~~Math~~Study Pack, a premium subscription ~~service~~bundle ~~provides~~that ~~students~~includes ~~with~~all aof ~~computational~~the ~~engine~~benefits of Chegg Study, Chegg Writing and Chegg Math. Chegg Study subscribers have access to ~~help~~personalized, ~~them~~step-by-step ~~understand~~learning support powered by AI, computational engines, and ~~solve~~subject ~~math~~matter ~~problems~~experts. ~~They~~Subscribers ~~can~~engage ~~work~~with ~~through~~our ~~difficult~~conversational ~~math~~experience ~~problems~~that ~~with~~delivers the ~~help~~right support at the right time. Our Chegg Writing subscription service consists of a ~~step-by-step~~suite ~~math~~of ~~problem~~essential ~~solver~~tools including plagiarism detection scans, grammar and ~~calculator~~writing fluency checking, expert personalized writing feedback, and premium citation generation. Subscribers can also have a writing professional proofread papers for ~~instant~~personalized ~~guided~~feedback. ~~instructional~~Our ~~explanations~~Chegg ~~that~~Math ~~break~~subscription ~~things~~service ~~down~~provides instudents with a ~~range~~computational ofengine to help them understand and solve math ~~topics~~problems. We also work with leading brands and programmatic partners to deliver advertising across our platforms.

Busuu. Subscribers to Busuu have access to a premium language learning platform that offers comprehensive support through self-paced lessons, live classes with expert tutors and a huge community of members to practice alongside. A team of leading experts have developed an online learning instruction to bring students from novice to advanced speakers in a fast-paced, enjoyable environment. The Busuu offering currently offers comprehensive courses, taught by highly qualified teachers in 14 languages.

Table of Contents

Skills and Other

Chegg Skills. Chegg Skills seeks to ensure that companies have the right talent, with the right skills, at the right time by aligning employer needs with learner outcomes. We offer programs designed to train learners on the latest technical skills, such as AI, coding, data analytics, and cybersecurity. Our programs are available through partners that connect employers with top learning providers, and directly to large employers. We expect to expand our skills-based learning service with durable skills programs, which cover competencies, such as emotional intelligence, mindset, emerging leadership and decision making, increasing the likelihood of success in the modern workplace.

Advertising Services. We work with leading brands and programmatic partners to deliver advertising across our platforms.

Other. We provide other educational offerings to help students with their coursework.

Technology and Platform Integration

Technology is at the core of our learning platform. We leverage the latest in distributed systems, machine learning, data analytics, and generative AI to increase efficiency and scale in our business. The key elements of our technology platform are:

Table of Contents

Our technology, which includes computational engines, machine learning, decision tools, and proprietary generative AI capabilities, ~~allow~~allows us to build an industry-leading personalized learning assistant without compromising quality and safety. We have built large language models, and are leveraging frontier models, specific to academic subjects and use cases that cater to learner needs. ~~We are building an AI Arena whereby we will automatically update to newer models as they are released and tested to improve solution accuracy and speed.~~ Our AI capabilities allow us to leverage our data and expertise to optimize the learning experience effectively and efficiently.

Proprietary Data

We have over a hundred million pieces of proprietary learning content powering our ~~personalized~~ learning ~~assistant~~platform. We are leveraging this data ~~for~~within our ~~large~~product ~~language models and have built proprietary algorithms~~ to ~~optimize~~improve the ~~quality~~learning ~~and~~experience ~~accuracy~~ of ~~our~~the ~~content~~students. Our unique dataset enables personalized learning and powers new capabilities to enhance the learning experience.

Personalization

As learners engage with our platform, the conversational experience generates valuable data that we can, in turn, use to further personalize the learning experience. We combine this data with other public information about learners and their schools to tailor our offerings and predict student needs.

Search is a very efficient platform for Chegg, as learners increasingly turn online for academic support. Our business model benefits from more students asking more questions, as we index those questions in to search and other platforms, to drive even more customers.

Shared Infrastructure

We leverage shared infrastructure to allow us to efficiently build products across our learning platform. This infrastructure resides at major cloud-hosting providers globally. Our architecture consists primarily of front-end applications, backend services, operational databases, and reporting subsystems. We use industry standard logging and monitoring tools to ensure uptime. The architecture is also designed to allow for expansion into new international markets.

Information Security

Our learning platform includes encryption, antivirus, firewall, intrusion prevention, and patch-management technologies to help protect our systems distributed across cloud-hosting providers and our offices. Our existing products and services undergo periodic security assessments. New features are developed according to our secure software development lifecycle process. We also monitor for anomalies relating to authentication, data transfers, system, and user behavior as well as cloud configuration changes.

Table of Contents

undergo periodic security assessments. New features are developed according to our secure software development lifecycle process. We also monitor for anomalies relating to authentication, data transfers, system, and user behavior as well as cloud configuration changes.

Programmatic Advertising

Our programmatic advertising technology includes a combination of a deep understanding of programmatic purchasing trends with data analytics, engineering, and machine learning. The result is an online advertising platform that continuously maximizes the value of the digital impressions we serve.

Customers

In 2024, 2023 and 2022, 6.6 million, 7.7 million, and 8.1 million customers subscribed to our Subscription Services, respectively.

Sales and Marketing

Students

Our direct-to-consumer marketing strategy focuses on ~~brand~~increasing ~~and performance marketing. We use brand marketing and performance marketing to increase~~ awareness of the Chegg brand and its services, and ~~drive~~driving traffic to our site. We use several major direct marketing channels to reach students, including social media. The ~~strength~~size and quality of our content ~~flywheel~~catalog drives ~~significant~~ organic traffic to Chegg~~, and we have a full funnel approach to building brand awareness and consideration~~. Our lifecycle marketing focuses on increasing activation, engagement and retention. We utilize three types of customer relationship management campaigns: onboarding programs to drive activation and retention, personalized cross-sell campaigns to deepen engagement, and promotional campaigns to drive sales and interests.

~~Student Advocacy~~ Customers

WeOur ~~are~~customers ~~committed~~include tolearners ~~providing a high level of customer service to our students~~ and ~~to fulfilling our brand promise of putting students first~~businesses. We ~~trust~~rely ~~our~~on ~~students,~~a ~~understand~~variety ~~the~~of ~~critical~~customers ~~role our products~~ and ~~services~~are ~~have~~not inmaterially ~~their~~dependent ~~learning~~on ~~journey,~~any ~~and~~single ~~strive~~customer toor ~~resolve~~group ~~all~~of ~~problems quickly and thoroughly~~customers. ~~Our~~No ~~student~~customers ~~advocacy~~represented ~~team~~over 10% of ~~can~~net berevenues ~~reached~~during ~~directly~~the ~~through~~years ~~phone,~~ended ~~email~~December 31, ~~and online chat during business hours~~2025, 2024 or 2023). ~~We also proactively monitor social media to identify and solve problems before we are otherwise informed of their existence. We endeavor to respond to students’ concerns within five minutes.~~

Competition

While we do not have any competitors that compete with us across our business in its entirety, we face significant competition from education and learning companies, many of which are developing their own AI products and technologies, as well as other companies that are not specifically focused on education and learning services but whose broad AI offerings may nonetheless significantly impact education and learning. Our services face competition from other education and learning companies based on the particular offering. These competitors are using AI technology to build on their historical offerings. For Chegg Study, our competitors primarily include platforms that provide study materials and online instructional systems, such as Course Hero, Quizlet, Khan Academy, and Brainly. For Chegg Writing, we primarily face competition from other citation generating and grammar and plagiarism services, such as Grammarly. For Chegg Math, we face competition from other equation solver services, such as Photomath, Gauthmath, and Symbolab. For Busuu, our competitors primarily include language learning platforms, such as Duolingo and Babbel. For Skills, we face competition from other online learning platforms and online “skills accelerator” courses both in the direct-to-consumer category, including General Assembly, Galvanize, Inc., Flatiron School, Codecademy, DataCamp, and Lambda, Inc., as well as white-label and co-branded providers who compete for adult learners through third party institutions, including 2U, Inc., Simplilearn, and Kenzie Academy. Our competitors that are not specifically focused on education and learning services but whose AI offerings may impact education and learning include companies such as Google, OpenAI, Microsoft, Meta, and Anthropic. Certain educational institutions, such as the University of Michigan, are also developing AI tools which may compete with our offerings.

We believe that we have competitive strengths that position us favorably in each aspect of our business. However, the education industry is evolving rapidly, including the utilization of AI and machine learning, and is increasingly competitive. A variety of business models are being pursued or may be considered for the provision of digital learning tools, some of which may be more profitable or successful than our business model. 7

Table of Contents

companies based on the particular offering. The competitors for our language learning platform primarily include similar language learning platforms such as GoFluent, Speexx, and Duolingo. For our workforce skilling program, we face competition from other online learning platforms and online “skills accelerator” course providers, both white-label and co-branded, which compete for adult learners through third party institutions, including 2U, Inc., Simplilearn, General Assembly, Galvanize, Inc., Flatiron School, Codecademy, DataCamp, and Lambda, Inc. Our competitors that are not specifically focused on education and learning services, but whose AI offerings may impact education and learning, include companies such as Google, OpenAI, Microsoft, Meta, and Anthropic. Certain educational institutions, such as the University of Michigan, are also developing AI tools which may compete with our offerings. For Chegg Study, our competitors primarily include platforms that provide study materials and online instructional systems, such as Course Hero, Quizlet, Brainly, and Khan Academy. For Chegg Writing, we primarily face competition from other citation generating and grammar and plagiarism services, such as Grammarly. For Chegg Math, we face competition from other equation solver services, such as Photomath, Gauthmath, and Symbolab.

Intellectual Property

We use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual property. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectual property. We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

We own the registered U.S. trademarks Chegg, Chegg.com, Chegg Study, EasyBib, the Chegg “C” logo, and Busuu, among others, as well as a variety of service marks. We also have a number of pending trademark applications in the United States and unregistered marks that we use to promote our brand. From time to time, we expect to file additional patent, copyright, and trademark applications in the United States and abroad.

Government Regulation

We are subject to a number of laws and regulations in the United States and abroad that affect companies conducting business on the Internet and in the education industry, many of which are still evolving and could be interpreted in ways that could harm our business. The manner in which existing laws and regulations will be applied to the Internet and students in general and how they will relate to our business in particular, are often unclear. For example, we often cannot be certain how existing laws will apply in the e-commerce and online context, including with respect to such topics as privacy, cybersecurity, artificial intelligence, defamation, pricing, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation, financial aid, scholarships, student matriculation and recruitment, quality of products and services, and intellectual property ownership and infringement. In addition, we may be subject to state oversight for Chegg ~~Skill~~'s skills-based learning programs, including regulatory approvals and licensure for the course content, the faculty members teaching the content, and the recruiting, admissions, and marketing activities associated with the business.

Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and internationally, that have a direct impact on our business and operations. For example:

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM) establishes requirements for sending commercial email and requires commercial email senders to honor consumers’ requests to not receive email. Violators of CAN-SPAM are subject to both civil and potentially criminal penalties. The U.S. Federal Trade Commission (FTC) ~~has~~Act ~~guidelines~~imposes ~~that impose~~ responsibilities on us with respect to communications with consumers and impose fines and liability for failure to comply with rules with respect to advertising or marketing practices it may deem misleading or deceptive. Similarly, several states have enacted laws that prohibit “falsity or deception” in commercial emails and that give recipients of such emails a right of action and ability to seek damages.

The Telephone Consumer Protection Act of 1991 (TCPA) restricts telemarketing and the use of automated telephone dialing systems. The TCPA regulates the use of artificial or prerecorded voice messages, fax messages, and the use of automatic dialing systems for both voice calls and sending text messages. Additionally, a number of states have enacted statutes that address telemarketing. For example, some states, such as Colorado, Florida, Indiana, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, Pennsylvania, Tennessee, Texas and Wyoming, still have do-not-call lists. Other states, such as Oregon and Washington, have enacted “no rebuttal statutes” that require the telemarketer to end the call when the consumer indicates that he or she is not interested in the product being sold. Restrictions on telephone marketing, including calls and text messages, are enforced by the FTC, the Federal Communications Commission, states, and through the availability of statutory damages and class action lawsuits for violations of the TCPA.

The Credit Card Accountability Responsibility and Disclosure Act of 2009, or CARD Act, and similar laws and regulations adopted by a number of states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also requires that we comply with payment card industry data security and other standards. In particular, we are subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, reputational damage, and lose our ability to accept credit and debit 8

Table of Contents

~~card~~dialing ~~payments~~systems ~~from~~for ~~our~~both ~~customers~~voice calls and sending text messages. Additionally, ~~process~~a ~~electronic~~number ~~funds~~of ~~transfers~~states have enacted statutes that address telemarketing. For example, some states, such as Colorado, Florida, Indiana, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, Pennsylvania, Tennessee, Texas and Wyoming, still have do-not-call lists. Other states, such as Oregon and Washington, have enacted “no rebuttal statutes” that require the telemarketer to end the call when the consumer indicates that he or ~~facilitate~~she ~~other~~is ~~types~~not ofinterested ~~online~~in ~~payments~~the product being sold. Restrictions on telephone marketing, including calls and ~~our~~text ~~business~~messages, are enforced by the FTC, the Federal Communications Commission, states, and ~~results~~through the availability of ~~operations~~statutory ~~could~~damages beand ~~adversely~~class ~~affected~~action lawsuits for violations of the TCPA.

~~Regulations~~The ~~related~~Credit toCard ~~the~~Accountability ~~Program~~Responsibility ~~Participation~~and ~~Agreement~~Disclosure Act of ~~the~~2009, ~~U.S.~~or ~~Department~~CARD Act, and similar laws and regulations adopted by a number of ~~Education~~states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also requires that we comply with payment card industry data security and other ~~similar~~standards, including state laws and industry standards that ~~regulate~~have ~~the~~data ~~recruitment~~security ofobligations ~~students~~beyond federal requirements. In particular, we are subject to ~~colleges~~payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, reputational damage, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other ~~institutions~~types of ~~higher~~online ~~learning~~payments, and creates the potential for liability under state consumer protection and data security laws, and our business and results of operations could be adversely affected.

Requirements related to Title IV of the Higher Education Act and regulations promulgated thereunder by the U.S. Department of Education, and other similar laws, regulate the recruitment of students to colleges and other institutions of higher learning.

The Family Educational Rights and Privacy Act (FERPA) protects the privacy of student records and gives students (and their parents in the case of minors), certain rights (such as data correction and data production), with respect to their student records. FERPA restricts the circumstances in which we can disclose student records. In addition, many states have passed student privacy laws, some of which are more restrictive than FERPA, and therefore do not pre-empt FERPA.

The Children’s Online Privacy Protection Act (COPPA) imposes ~~additional~~ restrictions on the ability of online services to collect, use, and disclose personal information from minors. The FTC ~~has~~recently ~~proposed~~amended ~~updates~~COPPA to ~~COPPA~~expand ~~which~~the ~~are~~requirements ~~currently~~for inonline services that collect personal information from children, such as requiring operators to implement a ~~notice-and-comment~~written ~~period~~children’s security program with certain safeguards. In addition, certain states, including Utah and Massachusetts, have laws that impose criminal penalties on the production and distribution of content that is “harmful to a minor.” Delaware Code 1204C prohibits websites and applications directed at children from marketing or advertising products or services that are inappropriate for children.

California’s Privacy Rights for California Minors in the Digital World Act (Eraser ~~Bill~~Law) permits minors to remove or request and obtain removal of content or information posted on our services. The Eraser ~~Bill~~Law also ~~has~~prohibits ~~special~~directing ~~requirements~~the ~~for~~ marketing and advertising of certain products to children based on personal information specific to a minor or knowingly using, disclosing or compiling or allowing a third party to do so.

California has several laws protecting the literary works read by California residents. The California Reader Privacy Act protects information about the books California residents read from electronic services. Such information cannot be disclosed except pursuant to an individual’s affirmative consent, a warrant or court order with limited exceptions, such as imminent danger of serious injury. California Education Code Section 99122 requires each private nonprofit and for-profit postsecondary educational ~~institutions~~institution to post aits social media privacy policy on ~~their~~its website.

The Digital Millennium Copyright Act (DMCA) ~~provides~~prohibits ~~relief~~the ~~for claims of~~ circumvention of ~~copyright~~technological ~~protected~~protection ~~technologies~~measures and includes a safe harbor intended to reduce the liability of online service providers for hosting, ~~listing~~caching, serving as a mere conduit for the transmission of or linking to third-party content that infringes copyrights of others.

The Communications Decency Act provides that ~~online~~interactive ~~service~~computer ~~providers~~services, ~~will~~including websites and platforms, shall not be ~~considered~~treated ~~the~~as ~~publisher~~publishers or ~~speaker~~speakers of ~~content~~any information provided by others, ~~such~~i.e., as individuals who post content on anthe ~~online~~interactive ~~service~~computer ~~provider~~service’s website or platform.

The California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16.9

The Nevada Online Privacy Law, which went into effect October 1, 2021, provides Nevada residents with the right to know our data practices and the right to opt-out of the sale of certain “covered information.”

The California Privacy Rights Act (CPRA), Virginia Consumer Data Protection Act (CDPA) and Colorado Privacy Act (CPA) all went into effect on January 1, 2023. These laws provide consumers with the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. The CPRA also includes special requirements for California consumers under the age of 16.

The General Data Protection Regulation (GDPR) which went into effect in May 2018 gives European Union (EU) residents, among other things, the right to know what personal data we collect from them, how it is used, and the right to access, correct, delete, and opt out of the sale of their personal information to third parties. We are also required to obtain consent from consumers in certain circumstances and adhere to certain data transfer mechanisms to transfer EU personal data to certain other jurisdictions. The Safe Harbor framework that many companies relied on to transfer data was recently found to be invalid. We rely on standard contracts for data transfers from the EU, and the standard contractual clauses were recently substantially revised, and we do not yet fully comply with implementing the new standard contractual clauses. As regulatory authorities continue to issue further guidance on personal data, we could suffer additional costs, complaints or regulatory investigations or fines. The GDPR sets a maximum fine of €20 million or 4% of annual global turnover for infringements – whichever is greater. If we are unable to transfer data between and among countries in which we operate, it could affect the manner in which we

Table of Contents

~~provide~~Additionally, ~~our~~numerous ~~services~~states have enacted comprehensive privacy laws regulating the processing of the personal data of consumers. For example, the ~~geographical~~California ~~location~~Consumer orPrivacy ~~segregation~~Act, (CCPA), which went into effect on January 1, 2020 and was amended by the California Privacy Rights Act in 2023, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of ~~our~~the ~~systems~~sale of their personal information to third parties. The CCPA also includes special requirements for California consumers under the age of 16. Under amendments to the CCPA that went into effect on January 1, 2026, the personal information of consumers under 16 years old is now considered sensitive personal information, which may trigger additional compliance requirements. The CCPA imposes civil penalties for violations and ~~operations~~grants a private right of action for certain data breaches. This private right of action may increase both the likelihood and ~~could~~risks ~~adversely~~of ~~affect~~data ~~our~~breach ~~financial~~litigation. ~~results~~Similar comprehensive state privacy laws have been enacted, including the Virginia Consumer Data Protection Act (CDPA) and Colorado Privacy Act (CPA) which both went into effect on January 1, 2023. These laws provide consumers with the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. The CDPA includes special requirements for Virginia consumers under the age of 16 and additional requirements for consumers under the age of 13. The CPA also includes special requirements for Colorado consumers under the age of 18. The CCPA also includes special requirements for California consumers under the age of 16.

The ~~United~~Nevada ~~Kingdom’s~~Online ~~Data~~Privacy ~~Protection~~Law, ~~Act~~which ~~2018~~went ~~(Data~~into ~~Protection~~effect ~~Act)~~October ~~and~~1, UK2021, ~~General~~provides ~~Data~~Nevada ~~Protection~~residents ~~Regulation~~with ~~(“UK GDPR”) apply to our activities in~~ the ~~United~~right ~~Kingdom. They have similar requirements~~ to ~~those~~know ~~noted~~our ~~above~~data ~~relating~~practices ~~to GDPR. The Data Protection Act~~ and UKthe ~~GDPR~~right ~~set~~to aopt-out ~~maximum fine~~ of ~~£17.5~~the ~~million~~sale ~~or 4%~~ of ~~annual~~certain ~~global~~“covered ~~turnover for infringements – whichever is greater – for infringements~~information.”

~~Israel’s~~The ~~Basic~~General ~~Law:~~Data ~~Human~~Protection ~~Dignity~~Regulation ~~and Liberty, 5752 1992~~ (~~IBL HDL~~GDPR), ~~the~~which ~~Protection~~went ofinto ~~Privacy~~effect ~~Law,~~in ~~5741-1981~~May ~~and~~2018 ~~the~~gives ~~regulations~~European ~~promulgated~~Union ~~thereunder~~ (~~collectively, the PPL~~EU), ~~and the guidelines of the Israel Privacy Authority (IPA Guidelines) apply to our activities in Israel. PPL gives Israeli~~ residents, among other things, the right to know what personal data we collect from them, how it is used, and the right to access, correct, delete, and ~~erase~~opt out of the sale of their personal information to third parties. ~~Under~~We ~~the PPL, we~~ are also required to, ~~among~~obtain ~~other~~consent ~~things,~~from ~~register~~consumers ~~our~~in ~~databases~~certain incircumstances ~~Israel,~~and ~~take~~adhere ~~steps~~to certain data transfer mechanisms to ~~secure~~transfer EU personal data ~~and~~to ~~sensitive~~certain other jurisdictions. We rely on standard contractual clauses for data ~~such~~transfers asfrom ~~creating~~the aEU. ~~database~~As ~~settings~~regulatory ~~document~~authorities continue to issue further guidance on personal data, ~~developing~~we ancould ~~information~~suffer ~~security~~additional ~~policy~~costs, ~~and~~complaints ~~training~~or ~~employees~~regulatory investigations or fines. ~~PPL~~The ~~also~~GDPR ~~has~~sets ~~strict~~a ~~regulations~~maximum ~~regarding~~fine ~~transferring~~of ~~data~~€20 ~~outside~~million or 4% of ~~Israel.~~annual ~~PPL~~global ~~provides~~turnover for ~~both~~infringements ~~civil~~– ~~and~~whichever ~~criminal~~is ~~penalties~~greater. ~~with~~If awe ~~maximum~~are ~~financial~~unable ~~penalty~~to oftransfer ~~ILS~~data ~~25,000~~between and ~~additional~~among ~~fines~~countries ifin which we operate, it could affect the ~~violation~~manner isin ~~on-going~~which we provide our services, ~~and~~the ageographical ~~maximum~~location ~~criminal~~or ~~penalty~~segregation of ~~imprisonment~~our ~~for~~systems upand tooperations ~~five~~and ~~years~~could adversely affect our financial results.

The United Kingdom’s Data Protection Act 2018 (Data Protection Act) and UK General Data Protection Regulation (“UK GDPR”) apply to our activities in the United Kingdom. They have similar requirements to those noted above relating to GDPR. The UK GDPR set a maximum fine of £17.5 million or 4% of annual global turnover for infringements – whichever is greater – for infringements.

Israel’s Basic Law: Human Dignity and Liberty, 5752 1992 (IBL HDL), the Protection of Privacy Law, 5741-1981 and the regulations promulgated thereunder (collectively, the PPL), and the guidelines of the Israel Privacy Authority (IPA Guidelines) apply to our activities in Israel. PPL gives Israeli residents, among other things, the right to know what personal data we collect from them, how it is used, and the right to access, correct, and erase their personal information to third parties. Under the PPL, we are required to, among other things, register our databases in Israel, take steps to secure personal data and sensitive data such as creating a database settings document, developing an information security policy and training employees. PPL also has strict regulations regarding transferring data outside of Israel. PPL provides for both civil and criminal penalties with significant financial penalties capped at 5% of a business’s annual turnover and a maximum criminal penalty of imprisonment for up to five years.

The Skills and Post-16 Education Act 2022 established the government’s skills and training strategy for the United Kingdom. Chapter 1 of Part 4 of the Act includes new criminal offenses relating to completing assignments on behalf of students. It contains two criminal offenses, specifically an offense of providing or arranging a paid-for relevant service in commercial circumstances, and an offense of advertising a relevant service to students. For both offenses, a body corporate and/or director (and equivalents) guilty of an offense is liable on summary conviction to a fine.

The Tertiary Education Quality and Standards Agency Act 2011, or TEQSA Act, established the Tertiary Education Quality and Standards Agency (TEQSA) in 2011 and a new national regulatory and quality assurance environment for Australian higher education. The Act contains requirements relating to registered higher education providers and regulated entities. Section 114 (A) makes it an offense for a person to provide, offer to provide, or arrange for a third-party person to provide academic cheating services to a student. Section 114 (B) makes it an offense for a person to advertise academic cheating services to students. TEQSA may apply under section 127A to the Federal Court for an injunction requiring carriage service providers to take steps to disable access to websites found to contravene or facilitate a contravention of sections 114A or 114B of the TEQSA Act, and the Act also provides for other financial or custodial penalties where an offense is proven.

Human Capital

As of December 31, 2024, we had 1,271 employees, of which 1,241 were full-time and 30 were part-time, with 764 located outside the United States. Following our acquisition of Busuu in 2022, a small portion of our international workforce is covered under a collective bargaining agreement, however, the majority of our workforce is still not covered by any collective bargaining agreement. We appreciate that our employees are our greatest asset and place a premium on the importance of their retention, growth, and development. We offer competitive compensation, including salary and equity, and benefits packages tailored to each of our locations around the world. All employees are offered training and development opportunities, from leadership training and coaching to career development programs for all levels of employees. We believe that a diverse workforce makes us a stronger company and helps us better serve the needs of our customers. We are focused on understanding our culture, belonging and inclusion strengths and opportunities and defining and executing on a strategy to support further progress. We have employee-driven resource groups that are aligned around creating a culture of belonging and awareness for our diverse workforce. These groups are centered around gender, ethnicity, sexual orientation or other shared attributes, which we believe help build community and enable opportunities for both personal and professional development. We continue to focus on building a strong talent pipeline to create more opportunities for workplace diversity, support greater representation within the organization, and build a company that is truly reflective of the diverse audience we serve. Please see the Environmental, Social, and Corporate Governance (ESG) section of our investor relations website (investor.chegg.com/esg) for relevant metrics and to learn more about Chegg’s efforts around culture, belonging, diversity, and inclusion.

In November 2024 and June 2024, we announced restructuring plans that included reductions of our global workforce of approximately 760 employees, or approximately 22% of our workforce, to better align our cost structure with recent industry challenges that are negatively impacting our business, including increased competition and student adoption of generative AI products.

In 2024, in order to continue to attract and retain a highly engaged workforce, we implemented a company-wide short-term retention cash bonus plan initially intended to run from July 1, 2024, through June 30, 2025. In January 2025, we modified

Table of Contents

the short-term retention cash bonus plan to run on a calendar year, from January 1, 2025 through December 31, 2025, and implemented an annual cash bonus plan based on the attainment of revenue and adjusted EBITDA goals for a select group of vice presidents and above. We continued to offer our award-winning suite of benefits that are highly appreciated by our employee population.

Environmental, Social, and Corporate Governance (ESG)

At Chegg, our approach to ESG is tied to our mission to help every learner achieve their best, in school and beyond. We believe our greatest impact is enabling students to succeed and improving the outcome of their education so that they can quickly move from learning to earning. To do this, we focus on listening to their needs, elevating and amplifying their voices, and taking action to provide real life solutions.

Just like our approach with students, we take the same level of care to engage with our stakeholders to help prioritize our ESG efforts, which we categorize into six pillars, as outlined below. This approach is informed by a materiality assessment we conducted, in which we engaged both internal and external stakeholders to identify the ESG topics that are most relevant to our business and to society.

Focus on People

We focus on people by making Chegg a great place to work. We foster an environment centered on respect for all people, where diversity and inclusion are celebrated, and people have the opportunity to develop and advance their careers. Our employees are one of our biggest competitive advantages, and it's our responsibility to take care of them. We are proud to have received numerous awards for our outstanding workplace culture. Chegg has been certified as a Great Place to Work seven years in a row. In 2024, Great Place to Work recognized Chegg as one of Fortune’s Best Workplaces, including best workplaces in the Bay Area, ranking #5 within the Small and Medium category.

Help Learners

Learners are evolving and so is Chegg. Learners need more flexibility when it comes to education, including affordable, on-demand help that delivers positive learning outcomes. We are extremely proud to have helped so many learners succeed on their learning-to-earning journey.

Give Back

Chegg’s business activities as well as our philanthropic, research and community efforts align with many of the United Nations’ Sustainable Development Goals. We have identified goals where we believe Chegg’s influence is the greatest: Quality Education, Good Health and Well-Being, Zero Hunger, decent work and economic growth, and reduced inequalities.

Act Responsibly

We understand that to be a true customer champion and to gain and preserve our customers’ trust, we must operate all facets of our business with integrity, including a focus on protecting learners’ data. We hold ourselves to the highest ethical standards and strive for full compliance with applicable laws and regulations.

Govern Effectively

Chegg has a commitment to strong corporate governance practices. Corporate governance is part of our culture and is founded on our daily commitment to living values and principles that recognize our ethical obligations to our employees, customers and stockholders.

Operate Sustainably

Chegg strives to make the planet a better place. To do our part, we are focused on sustainable operations, and we are committed to finding ways to help reduce our environmental impact. We’ve taken several actions to assess potential risks of climate change and opportunities for our business to address those risks. In 2021, we disclosed our baseline scope 1 and scope 2 emissions and in 2023 we expanded our disclosure to include scope 3 greenhouse gas (GHG) emission. These assessments will

Table of Contents

~~inform~~Human future reduction opportunities. We know that we owe it to our customers, employees, and society to use environmentally sound practices and to find ways to limit our contribution to global climate change.Capital

ToAs ~~learn~~of ~~more~~December 31, ~~about~~2025, ~~our~~we ~~ESG~~had ~~efforts~~595 employees, ~~please~~of ~~visit~~which 564 were full-time and 31 were part-time, with 411 located outside the ~~ESG~~United ~~section~~States. Following our acquisition of Busuu in 2022, a small portion of our ~~investor~~international ~~relations~~workforce ~~site:~~is ~~investor~~covered under a collective bargaining agreement, however, the majority of our workforce is not covered by any collective bargaining agreement.~~chegg~~ We prioritize the retention, growth, and development of our employees.~~com/esg.~~

In 2025, in order to continue to attract and retain a highly engaged workforce, we offered a company-wide short-term retention cash bonus plan to run on a calendar year, from January 1, 2025 through December 31, 2025, and a bonus plan based on the attainment of revenue and adjusted EBITDA goals for a select group of vice presidents and above. We continue to offer our award-winning suite of benefits that are highly appreciated by our employees.

In May 2025 and October 2025, we announced restructuring plans that included reductions of our global workforce of approximately 640 employees, or approximately 56% of our then-current workforce, to better align our cost structure with recent industry challenges that are negatively impacting our business, including increased competition and student adoption of generative AI products.

Seasonality

~~Information~~We ~~about~~are ~~seasonality~~generally isnot ~~set~~subject ~~forth~~to insignificant ~~the~~seasonal ~~section “Seasonality of Our Business” in Part II, Item 7 of this Annual Report on Form 10-K~~fluctuations.

Corporate History

We were incorporated in Delaware in July 2005 and appointed our current Chief Executive Officer in ~~2024~~2025, who ~~has~~previously served inas ~~multiple~~our ~~leadership~~Chief ~~roles~~Executive ~~over~~Officer ~~the~~from ~~last~~February 162010 ~~years~~to ~~within~~June ~~Chegg~~2024. Our principal executive offices are located at ~~3990~~2261 ~~Freedom~~Market ~~Circle~~Street STE 46218, ~~Santa~~San ~~Clara~~Francisco, California ~~95054~~94114 and our telephone number is (408) 855-5700.

Available Information

Our website address is www.chegg.com and our Investor Relations website address is www.investor.chegg.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are filed with the ~~U.S. Securities and Exchange Commission (~~SEC), which maintains an Internet site at www.sec.gov to access such reports. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed with the SEC are available free of charge on the SEC's website and on our website at www.investor.chegg.com ~~and~~as onsoon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC~~’s website~~. We use our www.chegg.com/press website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor www.chegg.com/press, in addition to following our press releases, SEC filings, and public conference calls and webcasts.

The contents of the websites referred to above and throughout this Annual Report on Form 10-K are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

ITEM 1A. RISK FACTORS

The risks and uncertainties set forth below, as well as other risks and uncertainties described elsewhere in this Annual Report on Form 10-K including on our consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or in other filings by Chegg with the SEC, could adversely affect our business, financial condition, results of operations, and the trading price of our common stock. Additional risks and uncertainties that are not currently known to us or that are not currently believed by us to be material may also harm our business operations and financial results. Because of the following risks and uncertainties, as well as other factors affecting our financial condition and results of operations, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.

Table of Contents

Risks Related to Our Business and Growth

~~•Our~~Failure ~~revenue~~to ~~has~~successfully ~~declined~~execute ~~and~~ our skilling-focused business-to-business ~~depends~~strategy onand realize the anticipated benefits of our ~~ability~~business totransformation ~~continue~~and torelated ~~attract~~restructuring ~~new~~plan ~~learners~~could ~~to,~~have ~~and~~a ~~retain~~material ~~existing~~adverse ~~learners~~effect on, our ~~learning~~business ~~platform~~financial results.

~~•If~~We weare ~~fail~~evolving our learning platform into a skilling-focused business-to-business ~~innovate~~organization, building on our existing businesses in professional language learning, workplace readiness and ~~offer~~AI-related ~~new~~skills courses. This transformation involves a number of risks, including organizational, operational, financial, and technological challenges, such as the risks that we may not be able to develop novel or useful products, that we may not be able to attract or retain customers to these products, or that we may not have or hire the right talent to execute our business strategy in a competitive job market. Further, market acceptance of new product and ~~services~~service offerings will be dependent in ~~response~~part on our ability to ~~rapidly~~include ~~evolving~~functionality ~~technological~~and usability that address customer needs, and to optimally price our offerings and services to meet customer demand and cover our costs. Our go-to-market ~~developments,~~strategy ~~including~~also AImust adjust to customers' changing preferences, and there can be no assurance that our ~~competitive~~go-to-market ~~position~~approach will adequately and ~~business~~completely ~~prospects~~address such preferences. New product and services offerings may bealso ~~harmed~~increase our risk of liability and cause us to incur significant technical, legal or other costs. Additionally, our transformed organization will compete with numerous other organizations, many of which have greater resources and offer their products at a lower price than we do.

•We ~~face~~may ~~competition~~not be able to implement and realize the anticipated benefits from our strategy or business evolution plan. Events and circumstances, such as financial or unforeseen difficulties, delays and unexpected costs, may occur that could result in ~~all~~our ~~aspects~~not realizing desired outcomes. Even if the anticipated benefits and savings of our strategy and business evolution plan are substantially realized, ~~including~~there ~~with~~may ~~respect~~be toconsequences, AIinternal control issues, or business impacts that were not expected. Additionally, because of our restructuring efforts in connection with our strategy and business evolution plan, we ~~expect~~may ~~such~~experience ~~competition~~a toloss ~~increase~~of continuity, loss of accumulated knowledge or loss of efficiency during transitional periods. Reorganization and restructuring can require a significant amount of management and other employees' time and focus, which may divert attention from operating activities and growing our business.

•Our exploration of strategic alternatives may not be successful and may disrupt our ongoing business, result in increased expenses and present certain other risks.

•U.S. colleges have faced, and may continue to face, reduced enrollment, which could negatively impact our business and results of operations.

•Our international operations, and the expansion thereof, subject us to increased challenges, risks, and costs, which could adversely affect our business, financial condition, and results of operations.

•We have a limited operating history in international jurisdictions and our expansion efforts into international markets may not be successful.

•If our efforts to build and maintain strong brands are not successful, we may not be able to grow our student user base, which could adversely affect our results of operations.

•Our business depends on general economic conditions and their effect on spending behavior by students and advertising budgets.

•We have a history of losses, and we may not achieve or sustain profitability in the future.

•If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives.

•We depend on mobile app stores and operating systems to grow our student user base and their engagement with our learning platform.

•Our wide variety of accepted payment methods subjects us to third-party payment processing-related risks, including risks associated with credit card fraud.

•Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.

•If we fail to convince brands of the benefits of advertising on our learning platform, or if platforms such as Google Chrome, Safari, or Firefox limit our access to advertising and marketing audiences, or the data required to effectively reach those audiences, our business could be harmed.

•We may need additional capital, and we cannot be sure that additional financing will be available on favorable terms, if at all.

•Our core value of putting students first may conflict with the short-term interests of our business.

•Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business.

•If we are not able to manage the growth of our business both in terms of scale and complexity, our business could be adversely affected.

•Our business is seasonal, and disruptions during peak periods can make, and have made, our operating results difficult to predict.

Table of Contents

Risks Related to Our Industry

•Government regulation of education and student information is evolving, and unfavorable developments could have an adverse effect on our business, results of operations, and financial condition.

•If we are required to discontinue certain of our current marketing activities, our ability to attract new students may be adversely affected.

•We are subject to U.S. trade control laws that may restrict growth prospects and impose liability if we are non-compliant.

Risks Related to Taxes and Accounting Matters

•Our effective tax rate may fluctuate as a result of new U.S. and worldwide tax laws and our interpretations of those new tax laws, which are subject to significant judgments and estimates. The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.

•Our earnings are affected by the application of accounting standards and our critical accounting policies, which involve subjective judgments and estimates formulated by our management. Our actual results could differ from the estimates and assumptions used to prepare our consolidated financial statements.

Risks Related to Intellectual Property

•Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations.

•If we become subject to liability for the Internet content that we publish or that is uploaded to our websites by students or other users, our results of operations could be adversely affected.

•Changes in or our failure to comply with the requirements for eligibility for the Digital Millennium Copyright Act (DMCA) safe harbors could harm our business.

•We are, and may in the future be, subject to intellectual property claims, which are costly to defend and could harm our business, financial condition, and results of operations.

•Some aspects of our technology include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could harm our business.

Risks Related to Data Privacy

•We are subject to privacy and cybersecurity laws across multiple jurisdictions which are highly complex, overlapping, and which create compliance challenges that may expose us to substantial costs, liabilities, or loss of customer trust. Our actual or perceived failure to comply with these laws could harm our business.

•Our business, including our ability to operate internationally, could be adversely affected if new legislation or regulations are adopted or due to changes in interpretations or implementations of current legislation and regulations.

Risks Related to Ownership of Our Common Stock

•Our stock price has been and will likely continue to be volatile.

•We may be subject to short-selling strategies that may drive down the market price of our common stock.

Risks Related to Our Business and Growth

Our revenue has declined and our business depends on our ability to continue to attract new learners to, and retain existing learners on, our learning platform.

Our business depends on our ability to attract new ~~students~~customers to use our products and services and to ~~increase~~engage ~~retention~~ and ~~the~~retain ~~level of engagement by~~ existing ~~students~~customers ~~with~~to our learning platform ~~and~~while ~~maintain~~maintaining pricing levels. ~~The~~Our ~~substantial~~Academic Services business, representing the majority of our revenues, depends on small transactions made by a widely dispersed student population with an inherently high rate of turnover primarily as a result of graduation, and our Skilling business depends on attracting both enterprise customers and engaging with individual learners. The rate at which our ~~student~~customer ~~user~~ base expands or declines, the rate at which we retain existing learners, and the engagement with our learning platform may fluctuate because of several factors, including, among others:

13•our ability to locate and attract new customers to use our products and services and convert visitors to paying subscribers given the availability of competing content, including free content;

~~Table~~•our ofability ~~Contents~~to attract new customers to grow our Skilling business;

~~retain~~•our ~~existing~~ability ~~students,~~to ~~and~~engage ~~the~~learners ~~engagement~~ with our ~~learning platform may fluctuate because of several factors, including, among others:~~content;

•our ability to ~~engage~~introduce ~~students~~new ~~with~~products ~~our~~and ~~suite~~services ofthat ~~Subscription~~are ~~Services~~favorably received by business customers and ~~the~~learners, ~~content~~including ~~contained~~integrating ~~therein~~AI-enabled products;

•our ability to introduce new products and services that are favorably received by students, including a new AI-enabled interactive and personalized user experience;

•our ability to convert visitors to paying subscribers given the availability of free competitors and content;

•piracy and unauthorized use of our content;

•the decreasing number of students attending U.S. colleges;

•our ability to localize our content, localize our pricing, localize our payment and commerce tools, and create new apps in different languages and for different geographies to further our international expansion through increased conversion and retention;

•our ability to increase our total addressable market beyond STEM-B (science, technology, engineering, mathematics and business);

•~~our~~changes ~~ability~~in tocustomer ~~grow~~spending ~~our~~levels ~~skills business-to-business partnerships~~ and ~~partnerships~~habits; ~~with providers who link us to employers~~ and ~~their learners;~~

•changes in student spending levels and habits; and

•the effectiveness of our sales and marketing efforts, including generating word-of-mouth referrals.

If we do not attract more ~~students~~customers, retain our existing ~~students~~customers, or if ~~students~~customers do not increase their level of engagement with our platform, our revenues will continue to decline. The ~~student~~willingness ~~demographic~~of ~~is characterized by rapidly changing tastes, preferences, behavior, brand loyalty, and price sensitivity. Developing an enduring~~ business ~~model~~customers to ~~serve~~invest ~~this population is particularly challenging. Attracting new students depends not only on our investment~~ in ~~our~~their ~~brand~~workers ~~and~~is ~~content~~subject ~~and~~to ~~our~~numerous ~~marketing efforts~~factors, ~~but~~including ~~also on~~ the ~~perceived~~overall ~~value~~economy, ~~of our products~~ and ~~services~~the ~~versus alternatives, some of which are free. If our efforts to satisfy our existing~~ student ~~user~~demographic ~~base~~is ~~are~~characterized ~~not~~by ~~successful~~rapidly orchanging ~~become~~tastes, ~~less~~preferences, ~~effective~~behavior, orbrand ~~if the cost of such efforts were to significantly increase~~loyalty, weand ~~may~~price ~~not~~sensitivity. beAttracting ~~able to attract~~ new ~~students~~customers asdepends ~~successfully or efficiently and we may~~ not beonly ~~able to retain existing students~~ on our ~~platform. As a result, our business, growth, results of operations, and financial condition could be adversely affected.~~

Additionally, even if we succeed in establishing brand awareness and loyalty, we may be unable to maintain and grow our student user base if we cannot offer competitive prices for our products and services, adequately prevent unauthorized account sharing of our subscription program services, or prevent the piracy and illegal reproduction of our content. If we fail to maintain and expand our user base, our business, results of operations, and financial condition could be adversely affected.12

If we fail to innovate and offer new products and services in response to rapidly evolving technological and market developments, including AI, our competitive position and business prospects may be harmed.

Our future success depends, in part, on our ability to anticipate and respond effectively to the threat and opportunity presented by new technology disruption and developments. These include new software applications or related services based on AI and machine learning, among other developments. New technologies, including those based on AI, can provide students with more immediate responses than traditional tools. These new technologies have resulted in headwinds to our business, and over time, the accuracy of these tools and their ability to handle complex questions is expected to improve, which would be disruptive to education technology businesses, such as ours. Our success also depends, in part, on our ability to develop and scale a high-performance technology infrastructure to efficiently handle increased usage by students, especially during peak periods each academic term. We may develop new products, services, and technologies independently, by acquisition, or in conjunction with third parties.

In April 2023, we announced our pivot to AI with a partnership with OpenAI to utilize GPT-4 in our offerings. Beginning in September 2023, we started to roll out the first phase of our new AI-powered user experience, and we are continuing to make significant investments in AI initiatives. Our updated user experience and investments in AI have not attracted as many new students as anticipated to our platform and our business has been adversely affected. If our business plans and product developments are unsuccessful or if we do not attract new students to our platform, we may not generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be materially adversely affected. Global non-subscriber traffic to Chegg declined year-over-year 8% in Q2 2024, 19% in Q3 2024, 39% in Q4 2024 and we entered 2025 with trends looking even more unfavorable, at a 49% year-over-year decline for the month of January 2025, which has had, and if it persists or worsens, will continue to have a material adverse effect on our business.

Table of Contents

~~technological~~investment ~~developments~~in ~~or otherwise bring to market products that reflect these technologies and are accepted by students would have a material adverse impact on~~ our ~~overall~~brand ~~business~~ and ~~results~~content ~~of operations. Our business has been negatively impacted by these developments,~~ and weour ~~may~~marketing ~~not be successful in anticipating or responding to further developments~~efforts, ~~on a timely and cost-effective basis or at all. We may invest in new products, services, and other initiatives,~~ but ~~there~~also ison nothe ~~guarantee~~perceived ~~these~~value ~~approaches~~of ~~will~~our ~~be successful. The markets for new~~ products and services ~~may~~versus ~~be unproven~~alternatives, ~~and~~some ~~these~~of ~~products may include technologies and business models with~~ which weare ~~have~~free. ~~little~~If orour noefforts ~~prior~~to ~~experience~~satisfy ~~or may significantly change~~ our existing ~~products~~customer ~~and~~base ~~services.~~are ~~The~~not ~~effort~~successful toor ~~gain~~become ~~technological~~less ~~expertise~~effective, ~~and~~or ~~develop~~if ~~new~~the ~~technologies~~cost inof ~~our~~such ~~business~~efforts ~~requires~~were us to ~~incur~~significantly ~~significant expenses. In addition~~increase, we may not be ~~unable~~able to ~~obtain~~attract ~~long-term~~new ~~licenses~~customers ~~from third-party providers~~ and~~/or~~ ~~government~~we ~~regulatory~~may ~~approvals~~not ~~and~~be ~~licenses~~able ~~necessary~~ to ~~allow~~retain ~~a new or~~ existing ~~product~~customers oron ~~service~~our ~~to function~~platform. IfAs wea ~~cannot~~result, ~~offer new technologies as quickly as~~ our ~~competitors~~business, ~~or if our competitors develop more cost-effective technologies or product offerings~~growth, weresults ~~could~~of ~~experience a material adverse effect on our operating results~~operations, ~~growth~~ and financial condition could be adversely affected.

Additionally, even if we succeed in establishing brand awareness and loyalty, we may be unable to maintain and grow our customer base if we cannot offer competitive prices for our products and services, adequately prevent unauthorized account sharing of our subscription program services, or prevent the piracy and illegal reproduction of our content. If we fail to maintain and expand our user base, our business, results of operations, and financial condition could be adversely affected.

Our future success depends, in part, on our ability to anticipate and respond effectively to the threat and opportunity presented by new technology disruption and developments. These include new software applications or related services based on AI and machine learning, among other developments. New technologies, including those based on AI, can provide students with more immediate responses than traditional tools. These new technologies have resulted in headwinds to our business, and over time, the accuracy of these tools and their ability to handle complex questions is expected to improve, which would further disrupt our business. Our success also depends, in part, on our ability to develop and scale a high-performance technology infrastructure to efficiently handle increased usage by students, especially during peak periods each academic term. We may develop new products, services, and technologies independently, by acquisition, or in conjunction with third parties.

While the overall effect of technological changes on our business is difficult to predict, recent technological shifts have created and are expected to continue creating headwinds for our industry and our business. Failure to keep pace with these technological developments or otherwise bring to market products that reflect these technologies and are accepted by students would have a material adverse impact on our overall business and results of operations. Our business has been negatively impacted by these developments, and we may not be successful in anticipating or responding to further developments, on a timely and cost-effective basis or at all. We may invest in new products, services, and other initiatives, but there is no guarantee these approaches will be successful. The markets for new products and services may be unproven, and these products may include technologies and business models with which we have little or no prior experience or may significantly change our existing products and services. The effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. In addition, we may be unable to obtain long-term licenses from third-party providers and/or government regulatory approvals and licenses necessary to allow a new or existing product or service to function. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop more cost-effective technologies or product offerings, we could experience a material adverse effect on our operating results, growth and financial condition.

We face competition in all aspects of our business, including with respect to AI, and we expect such competition to increase.

Our products and services compete for ~~students~~customers, and we expect such competition to increase as our industry evolves rapidly. We face significant competition from education and learning companies, many of which are developing their own AI products and technologies, as well as other companies that are not specifically focused on education and learning services but whose broad AI offerings may nonetheless significantly impact education and learning. Our services face competition from other education and learning companies based on the particular offering. ~~These~~The competitors ~~are~~for ~~using~~our AIlanguage ~~technology~~learning toplatform ~~build on their historical offerings. For Chegg Study, our competitors~~ primarily include ~~platforms~~similar ~~that~~language ~~provide~~learning ~~study~~platforms ~~materials and online instructional systems,~~ such as ~~Course Hero~~GoFluent, ~~Quizlet~~Speexx, ~~Khan Academy,~~ and ~~Brainly~~Duolingo. For ~~Chegg~~our ~~Writing~~workforce skilling program, we ~~primarily~~ face competition from other ~~citation~~online ~~generating~~learning ~~and~~platforms ~~grammar~~ and ~~plagiarism~~online ~~services,~~“skills ~~such~~accelerator” ascourse ~~Grammarly. For Chegg Math~~providers, weboth ~~face~~white-label ~~competition~~and ~~from other equation solver services~~co-branded, ~~such~~which ascompete ~~Photomath,~~for ~~Gauthmath,~~adult ~~and~~learners ~~Symbolab.~~through ~~For~~third ~~Busuu~~party institutions, ~~our~~including ~~competitors primarily include language learning platforms~~2U, ~~such as Duolingo and Babbel~~Inc. ~~For Skills~~, ~~we face competition from other online learning platforms and online “skills accelerator” courses both in the direct-to-consumer category~~Simplilearn, ~~including~~ General Assembly, Galvanize, Inc., Flatiron School, Codecademy, DataCamp, and Lambda, Inc., asFor ~~well~~Chegg asStudy, ~~white-label~~our ~~and~~competitors ~~co-branded~~primarily ~~providers~~include ~~who~~platforms ~~compete~~that ~~for~~provide ~~adult~~study ~~learners~~materials ~~through~~and ~~third~~online ~~party~~instructional ~~institutions~~systems, ~~including~~such 2Uas Course Hero, ~~Inc.~~Quizlet, ~~Simplilearn~~Brainly, and ~~Kenzie~~Khan Academy. For Chegg Writing, we primarily face competition from other citation generating and grammar

Our competitors that are not specifically focused on education and learning services but whose AI offerings may impact education and learning include companies such as Google, OpenAI, Microsoft, Meta, and Anthropic. In particular, Google's roll out of Artificial Intelligence Overview (AIO) has created and is expected to continue to create headwinds for our industry and our business, most notably reductions in traffic to our website and customers subscribing to our services. In August 2024, Google began to significantly expand its AIO search experience, which displays AI-generated content at the top of its search results. This experience, which includes questions and solutions for education, keeps users on Google search results versus leading them onto our site. AIO’s prevalence has grown and may continue to increase. While we continue to study the changes and adjust our SEO strategy, we expect Google may continue its shift from being a search origination point to the destination, which could materially adversely affect our business, operating results and financial condition. As described in more detail in Part I, Item 3, "Legal Proceedings" of this Annual Report on Form 10-K, on February 24, 2025, we filed a complaint in the U.S. District Court for the District of Columbia against Google LLC and Alphabet Inc. ("Google"), asserting federal antitrust claims and common-law unjust enrichment claims, in connection with Google's expansion of its AIO search experience. Given the nature of the case, including that the proceedings are in their early stages, we are unable to predict the ultimate outcome of the case or whether Google will seek to counterclaim, or the likelihood of success should Google do so. This claim could result in costly litigation, require significant amounts of management time, and divert significant resources. See “— Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business." 13

Certain educational institutions, such as the University of Michigan, are also developing AI tools which may compete with our offerings. AI technologies may also significantly facilitate the entry of new competitors into our industry. Our competition may develop products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products. Further, our ability to continue to develop and effectively deploy AI technologies is dependent on access to specific third-party large language models, equipment and other physical infrastructure, such as processing hardware and network capacity, as to which we cannot control the availability or pricing, especially in a highly competitive environment.

Across our industry, there has been a continued increase in the adoption of free and paid generative AI products for academic support, and students are increasingly turning to generative AI for academic support, such as homework and exams, as well as assistance in other areas of daily life. This shift in student behavior impacts education technology companies broadly, where students see generative AI products like Chat GPT and others as strong alternatives to vertically specialized solutions for

Table of Contents

~~education~~and plagiarism services, such as ~~Chegg~~Grammarly. ~~These~~For ~~developments~~Chegg ~~have~~Math, ~~negatively~~we ~~impacted~~face ~~our~~competition ~~industry~~from ~~and~~other ~~our~~equation ~~business~~solver ~~and~~services, ~~may~~such ~~continue~~as toPhotomath, ~~impact~~Gauthmath, ~~our overall traffic~~ and ~~accelerate the decline in the number of new subscribers that sign up for our services~~Symbolab.

~~Some~~Our ofcompetitors ~~our~~that ~~competitors~~are ~~have~~not ~~adopted,~~specifically focused on education and learning services but whose AI offerings may impact education and learning include companies such as Google, OpenAI, Microsoft, Meta, and Anthropic. In particular, Google's roll out of Artificial Intelligence Overview (AIO) has created and is expected to continue to ~~adopt~~create headwinds for our industry and our business, ~~aggressive~~most ~~pricing~~notably ~~policies~~reductions ~~(including~~in ~~free~~traffic ~~offerings)~~to our website and customers subscribing to our services. In August 2024, ~~less~~Google ~~stringent~~began ~~standards~~to ~~for~~significantly ~~user~~expand its AIO search experience, which displays AI-~~uploaded~~generated content at the top of its search results. This experience, which includes questions and ~~devote~~solutions ~~substantially~~for ~~more~~education, ~~resources~~keeps users on Google search results versus leading them onto our site. AIO’s prevalence has grown and may continue to ~~marketing~~increase. We expect Google may continue its shift from being a search origination point to the destination, ~~website~~which could materially adversely affect our business, operating results and ~~systems~~financial ~~development~~condition. ~~than~~As described in more detail in Part I, Item 3, "Legal Proceedings" of this Annual Report on Form 10-K, on February 24, 2025, we filed a complaint in the U.S. District Court for the District of Columbia against Google LLC and Alphabet Inc. ("Google"), asserting federal antitrust claims and common-law unjust enrichment claims, in connection with Google's expansion of its AIO search experience ("Google suit"). Given the nature of the case, including that the proceedings are in their early stages, we are unable to predict the ultimate outcome of the case or whether Google will seek to counterclaim, or the likelihood of success should Google do so. AsThis aclaim could result in costly litigation, werequire ~~have~~significant amounts of management time, and divert significant resources. See "— Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could ~~continue~~expose us to ~~experience~~monetary adamages ~~material~~or ~~adverse~~limit ~~effect~~our onability to operate our ~~operating~~business" ~~results~~in this "Risk Factors" section. In addition, ~~growth~~we ~~and~~have ~~financial~~licensed ~~condition~~certain of our content to other entities who may use this content to train AI models that may compete with our products in the market.

~~Our~~Certain ~~exploration~~educational institutions, such as the University of ~~strategic~~Michigan, ~~alternatives~~are also developing AI tools which may ~~not~~compete bewith ~~successful~~our ~~and~~offerings. AI technologies may ~~disrupt~~also significantly facilitate the entry of new competitors into our ~~ongoing~~industry. ~~business~~Our competition may develop products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of development in the AI sector, ~~result~~other parties may have (or in ~~increased~~the ~~expenses~~future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products. Further, our ability to continue to develop and ~~present~~effectively ~~certain~~deploy AI technologies depends on access to specific third-party large language models, equipment and other ~~risks~~physical infrastructure, such as processing hardware and network capacity, which we cannot control the availability or pricing of, especially in a highly competitive environment.

OnAcross ~~February~~our 24industry, ~~2025,~~there wehas ~~announced~~been ~~that~~a wecontinued ~~are~~increase ~~undertaking~~in athe ~~strategic~~adoption ~~review~~of ~~process~~free and ~~exploring~~paid agenerative ~~range~~AI ofproducts ~~alternatives~~for toacademic ~~maximize shareholder value~~support, ~~including~~and ~~being~~students ~~acquired,~~are ~~undertaking~~increasingly aturning ~~go-private~~to ~~transaction,~~generative orAI ~~remaining~~for asacademic asupport, ~~standalone~~such ~~public~~as ~~company.~~homework ~~This~~and ~~review~~exams, ~~will~~as bewell ~~ongoing~~as ~~with~~assistance ~~our~~in ~~continued~~other ~~investment,~~areas ~~innovation,~~of ~~and~~daily ~~execution~~life. WeThis ~~have~~shift ~~not~~in ~~set~~student abehavior ~~timetable~~impacts ~~for~~education ~~the~~technology ~~completion~~companies ~~of this process~~broadly, ~~and~~where ~~there~~students ~~can~~see begenerative noAI ~~assurance~~products ~~that~~like itChatGPT ~~will~~and ~~result~~others inas ~~any~~strong ~~transaction~~alternatives orto ~~outcome.~~vertically ~~Whether~~specialized ~~the~~solutions ~~process~~for ~~will~~education ~~result~~such inas ~~any~~Chegg. ~~transactions,~~These ~~and~~developments ifhave wenegatively ~~decide~~impacted toour ~~pursue~~industry ~~one~~and orour ~~more~~business ~~transactions,~~and ~~our~~may ~~ability~~continue to ~~complete~~impact ~~any transaction, will depend on numerous factors, some of which are beyond~~ our ~~control.~~overall ~~Such~~traffic ~~factors~~and ~~include~~accelerate the ~~interest~~decline ~~of potential acquirers or strategic partners~~ in ~~a potential transaction,~~ the ~~value~~number ~~potential~~of ~~acquirers~~new orsubscribers ~~strategic~~that ~~partners~~sign ~~attribute~~up tofor our ~~businesses and their respective prospects, market conditions, interest rates and industry trends~~services.

~~The~~Some ~~attention~~ of ~~management and~~ our ~~board~~competitors ~~of directors could be diverted from our core business operations as a result of the process. We~~ have ~~diverted capital and other resources to the process that otherwise could have been used in our business operations~~adopted, and wemay ~~will~~ continue to doadopt, soaggressive ~~until~~pricing ~~the~~policies ~~process~~(including isfree ~~completed.~~offerings), ~~Whether~~less orstringent ~~not~~standards wefor ~~complete~~user-uploaded ~~a transaction~~content, ~~we could incur substantial expenses associated with identifying~~ and ~~evaluating~~devote ~~potential~~substantially ~~strategic~~more ~~alternatives,~~resources ~~including those related~~ to ~~employee retention payments~~marketing, ~~equity compensation~~website, ~~severance pay~~ and ~~legal,~~systems ~~accounting~~development ~~and~~than ~~financial~~we ~~advisor fees~~do. InAs ~~addition,~~a ~~the process could lead us to lose or fail to attract~~result, ~~retain~~we ~~and~~have ~~motivate key employees~~experienced, and tocould ~~lose~~continue ~~or fail~~ to ~~attract students on our platform or business partners. Furthermore~~experience, ~~it could expose us to litigation. The public announcement of~~ a ~~strategic~~material ~~alternative~~adverse ~~may~~effect ~~also yield a negative impact~~ on our operating results, ifgrowth ~~prospective~~and orfinancial ~~existing service providers are reluctant to commit to new or renewal contracts~~condition.

We do not intend to disclose developments or provide updates on the progress or status of the process until we deem further disclosure is appropriate or required. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of Chegg could cause our stock price to fluctuate significantly. Our stock price may also be adversely affected if the process does not result in a transaction or if one or more transactions are completed on terms that investors view as unfavorable to us. Even if one or more transactions are completed, there can be no assurance that any such transactions will be successful or have a positive effect on stockholder value. Our board of directors may also determine that no transaction is in the best interest of our stockholders. In addition, our financial results and operations could be adversely affected by the process and by the uncertainty regarding its outcome.

U.S. colleges have faced, and may continue to face, reduced enrollment, which could negatively impact our business and results of operations.

According to the National Student Clearinghouse, since 2010, total undergraduate college enrollment in the United States has decreased by approximately 2.8 million. Chegg derives a significant portion of its revenue from students attending U.S. colleges; and as such, a ~~continued~~further decrease in the number of students enrolled in U.S. colleges could materially negatively impact our business, growth, results of operations, and financial condition.

Our international operations, and the expansion thereof, subject us to increased challenges, risks, and costs, which could adversely affect our business, financial condition, and results of operations.

Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. In addition to our employee base in the United States, as of December 31, 2024 we had employees in Canada, Israel, India, the United Kingdom, and Spain, and we have retained professional employer organizations and staffing agencies to engage personnel in certain additional international locations. Our international operations subject us to the compensation and benefits regulations of those jurisdictions, as well as other employer duties and obligations, that differ from the compensation and benefits regulations and duties and obligations in the United States. Further, enrollments of learners from other countries requires us to comply with international data privacy

Table of Contents

and education regulations of those countries. Failure to comply with international regulations or to adequately adapt to international markets could harm our ability to successfully operate our business and pursue our business goals.

We have a limited operating history in international jurisdictions and our expansion efforts into international markets may not be successful.

We periodically expand our international operations and presence, in order to make our products and services available in more international markets. However, we have a limited operating history in international jurisdictions, and expanding our international operations will require considerable management attention and resources to attract talented employees and students. Our expansion efforts into international markets may not be successful. In addition, we face risks in doing business internationally that could constrain our operations, increase our cost structure, and compromise our growth prospects, including:

Table of Contents

students. Our expansion efforts into international markets may not be successful. In addition, we face risks in doing business internationally that could constrain our operations, increase our cost structure, and compromise our growth prospects, including:

•the need to localize and adapt content for specific countries, including translation into foreign languages;

•local laws restricting students from accessing online education platforms such as ours;

•data privacy laws that may require data to be handled in a specific manner, including storing, processing, and encrypting data solely on local servers;

•varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs;

•difficulties in staffing and managing employment of individuals in foreign operations, including indiffering ~~countries~~compensation inand ~~which~~benefits regulations, relying on professional employer organizations and staffing agencies to provide personnel, foreign employees ~~may~~becoming ~~become~~ part of labor unions, employee representative bodies, workers’ councils or collective bargaining agreements, and challenges relating to work stoppages or slowdowns;

•different pricing environments, difficulties in adopting and supporting new and different payment preferences, and collections issues;

•new and different sources of competition and practices which may favor local competitors;

•the ability to protect and enforce intellectual property rights abroad;

•the educational regulatory regime in certain countries and their ability to levy civil and criminal penalties on, or completely block students from accessing, services like Chegg;

•compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, legal systems, and alternative dispute systems, including, but not limited to, employment, tax, privacy and data protection, economic sanctions and export controls, U.S. and other anti-boycott authorities, anti-money laundering laws, and anti-bribery laws and regulations such as the U.S. Foreign Corrupt Practices Act, the Office of Foreign Assets Controls, and the U.K. Bribery Act;

•increased financial accounting and reporting burdens, complexities, and commercial infrastructures;

•risks associated with international payment methods, including risks associated with fraudulent payments;

•risks associated with foreign tax regimes, trade tariffs, or similar issues, which could negatively impact international adoption of our offerings;

•fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars;

•adverse tax consequences, including the potential for required withholding taxes for our overseas employees; and

•regional and economic political conditions.

If we cannot address these challenges, it could have an adverse effect on our business, results of operations, and financial condition. Our ability to gain market acceptance in any particular market is uncertain and the distraction of our senior management team could have an adverse effect on our business, results of operations, and financial condition.

The uncertainty surrounding the evolving educational landscape, including the impact of AI on learning and education, the state of the student including the amount and the extent to which AI will impact study habits and how students learn and/or complete their assignments, and the demand for our evolving offerings make it difficult to predict our operational trends and results of operations.

The uncertainty surrounding the evolving educational landscape, the state of the student, the use by students of free generative AI products for academic support, and the demand and market for our products and services make it difficult to predict our operational trends and results of operations, particularly with respect to our newer offerings, and the ultimate market size for our products and services. If the market and demand for a comprehensive learning platform does not develop as we expect, or if we fail to address the needs of this market, our business and prospects would be harmed.

Given the current environment of uncertainty, we may not be able to provide annual financial guidance. ~~Additionally~~accurately, weor at all. We expect our results of operations to fluctuate in the future based on a variety of factors, ~~many~~set offorth ~~which~~above ~~are~~and ~~outside~~elsewhere ~~our~~in ~~control~~this ~~and~~"Risk ~~difficult~~Factors" tosection, ~~predict.~~which Asmay a result, in period-to-period comparisons of our results of operations ~~may~~ not bebeing a good indicator of our future or long-term performance.

Table of Contents

future or long-term performance. The following factors, including the risks more fully described throughout this "Risk Factors" section, may affect us from period-to-period and may affect our long-term performance:

•our ability to attract, retain and engage students with our offerings;

•rapidly changing technological developments, such as AI and machine learning, that have impacted and are expected to continue impacting the education landscape and our response to those developments, including our ability to successfully integrate AI technology into our offerings;

•increased competition as a result of advances in AI technology from companies that have not historically competed with us in education services, such as Google, OpenAI, Microsoft, Meta, and Anthropic, who may offer free generative AI products for academic support or whose general AI offerings are being adopted by students in lieu of our offerings;

•changes to the way students discover our content or a decline in our search engine result page rankings;

•changes to Google’s search experience, including its AI overviews search experience, which displays AI-generated content at the top of its search results, including questions and solutions for education, that keeps users on Google's search results instead of leading them to our site;

•the rate of adoption of our offerings;

•the trend of declining college enrollment;

•changes by our competitors to their product and service offerings, including price and content;

•our ability to accurately forecast financial results for future periods, especially at the time we present our second quarter financial results, which will generally occur midsummer and precede our “fall rush”;

•our ability to integrate acquired businesses, including personnel;

•government regulations, in particular regarding privacy, academic integrity, advertising, “click-to-cancel” and taxation;

•operating costs and capital expenditures relating to content and the expansion of our business; and

•general macroeconomic conditions, including inflation, recession, and global conflicts.

If our efforts to drive user traffic, including search engine optimization, social media campaigns, and other marketing, are not successful, student discovery of, and engagement with, our learning platform could decline, which may harm our business and results of operations.

We have depended in the past on various search engines and free marketing tools to direct a significant amount of traffic to our website, but we are increasingly investing in other channels, including social media campaigns, to drive traffic and make us more discoverable to students. Similarly, we depend on mobile app stores such as the Google Play Store and the Apple App Store to allow students to locate and download Chegg mobile applications that enable our services. Our ability to maintain the number of students directed to our learning platform is not entirely within our control. Our competitors’ efforts to drive student discovery of, and engagement with, their offerings may be more successful than ours. Their websites may receive a higher search result page ranking than ours, or search engines could revise their methodologies or algorithms in ways that could adversely affect the placement of our search result page ranking or otherwise make it harder for students to find our learning platform.

In mid-August, Google broadly rolled out its AIO search experience, which displays AI-generated content at the top of its search results. This experience, which includes questions and solutions for education, keeps users on Google search results versus leading them onto Chegg’s site. AIO’s prevalence will only continue to increase. While we continue to study the changes and will adjust our SEO strategy, we expect Google to continue its shift from being a search origination point to the destination, which could materially adversely affect our business, operating results and financial condition.15

Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Global non-subscriber traffic to Chegg declined year-over-year 8% in Q2 2024, 19% in Q3 2024, 39% in Q4 2024 and we entered 2025 with trends looking even more unfavorable, at negative 49% year-over-year for the month of January 2025. A continued decline in traffic to our site would materially adversely affect our business, operating results and financial condition.

Similarly, our competitors may achieve higher social media engagement than ours, social media companies may alter their algorithms in ways that disadvantage our content, or the social media platforms we use may become less popular with students, each of which may adversely impact the effectiveness of our campaigns. If our competitors’ efforts to increase user traffic are more successful than ours, our decline could accelerate, including the number of Subscription Services subscribers, student engagement could decrease, and fewer students may use our platform. Any reduction in the number of students directed to our learning platform could harm our business and results of operations.

Table of Contents

us more discoverable to students. Similarly, we depend on mobile app stores such as the Google Play Store and the Apple App Store to allow students to locate and download Chegg mobile applications that enable our services. Our ability to maintain the number of students directed to our learning platform is not entirely within our control. Our competitors’ efforts to drive student discovery of, and engagement with, their offerings may be more successful than ours. Their websites may receive a higher search result page ranking than ours, or search engines could revise their methodologies or algorithms in ways that could adversely affect the placement of our search result page ranking or otherwise make it harder for students to find our learning platform.

In August 2024, Google broadly rolled out its AIO search experience, which displays AI-generated content at the top of its search results. This experience, which includes questions and solutions for education, keeps users on Google search results instead of leading them to Chegg’s site. AIO’s prevalence will only continue to increase. While we continue to study these changes and adjust our marketing strategy, we expect Google to continue its shift from being a search origination point to the destination, which could materially adversely affect our business, operating results and financial condition.

Our website has experienced recent declines in search result rankings, and we anticipate that these declines will persist in the future. Global non-subscriber traffic to Chegg declined year-over-year and a continued decline in traffic to our site would materially adversely affect our business, operating results and financial condition.

Similarly, our competitors may achieve higher social media engagement than ours, social media companies may alter their algorithms in ways that disadvantage our content, or the social media platforms we use may become less popular with students, each of which may adversely impact the effectiveness of our campaigns. If our competitors’ efforts to increase user traffic are more successful than ours, our decline could accelerate, including the number of Academic Services subscribers, student engagement could decrease, and fewer students may use our platform. Any reduction in the number of students directed to our learning platform could harm our business and results of operations.

If our efforts to build and maintain strong brands are not successful, we may not be able to grow our student user base, which could adversely affect our results of operations.

We believe our brands are a key asset of our business. Developing, protecting, and enhancing our “Chegg” brands are critical to expanding our student user base and increasing student engagement. Having a strong brand can counteract the significant student turnover we experience from year to year as students graduate and differentiate us from our competitors.

To succeed in our efforts to strengthen our brands’ identities, we must, among other activities:

•maintain our reputation as a trusted technology platform and source of content, ~~services,~~ and ~~textbooks for students~~services;

•maintain and improve the quality of our existing products, services, and technologies;

•introduce compelling products and services;

•adapt to changing technologies, including AI and machine learning, and changes in the learning environment;

•protect user data, such as passwords and personally identifiable information;

•adapt to students’ rapidly changing tastes, preferences, behavior, and brand loyalties;

•continue to expand our reach to students in high school, college, graduate school, lifelong learners throughout their careers, and internationally;

•ensure that the student-posted content to our website is reliable and does not infringe on third-party copyrights or violate other applicable laws, our terms of use, or the ethical codes of those students’ colleges;

•ensure that our experts' content is reliable and helpful;

•protect our trademarks and other intellectual property rights;

•convert and integrate the brands and students that we acquire into the Chegg brand and Chegg.com; and

•maintain and control the quality of our brand.

Our ability to successfully achieve these goals is not entirely within our control and we may not be able to maintain the strength of our brands or do so cost-effectively. Factors that could negatively affect our brands include, among others:

•changes in student sentiment about the quality or usefulness of our products and services, especially as we introduce our new AI-enabled interactive and personalized user experience;

•the quality and accuracy of our content;

•technical or other problems that prevent us from providing our products and services reliably or otherwise negatively affect the student experience with our products and services;

•concern from colleges and regulatory agencies regarding how students use our content offerings, such as our Expert Questions and Answers service;

Table of Contents

•student concerns related to privacy and use of data in our products and services;

•the reputation of the products and services of competitive companies; and

•students’ misuse of our products and services in ways that violate our Terms of Use, our Honor Code, other company policies, applicable laws, or the code of conduct at their educational institutions.

Our business depends on general economic conditions and their effect on spending behavior by students and advertising budgets.

Our business isdepends ~~dependent~~ on, among other factors, general economic conditions, which affect student spending, and brand advertising. Adverse economic conditions, including inflation, fluctuating interest rates, market uncertainty, and war (including the war in Ukraine and the Israel-Hamas war), may adversely impact our ability to attract new students to, and retain existing students on, our platform. To the extent that these conditions continue, students may elect to not attend colleges and universities and may reduce the amount they spend on educational content. In addition to decreased spending by students as a result of these economic conditions, business partners may reduce their ~~spend~~spending on our offerings and brands may reduce their ~~spend~~spending on our advertising services. Any of ~~the~~these ~~foregoing~~ may have an adverse effect on our business.

We have a history of losses, and we may not achieve or sustain profitability in the future.

We have experienced cumulative net losses since our incorporation in July 2005, and we may continue to experience net losses in the future. As of December 31, ~~2024~~2025, we had an accumulated deficit of $~~889~~992.49 million. We expect to make significant investments in the development and expansion of our business and, as a result, our cost of revenues and operating expenses may increase. We may not succeed in increasing our revenues sufficiently to offset these higher expenses, and our efforts to grow the business may be more expensive than we anticipate. We may incur significant losses in the future for a number of reasons, including ~~slowing or~~ lower demand for our products and services, increasing competition, decreased spending on education, and other risks described in this Annual Report on Form 10-K. We may encounter unforeseen expenses, challenges, complications, delays, and other unknown factors, as we pursue our business plan. To achieve profitability, we may need to change our operating infrastructure, scale our operations more efficiently, reduce our costs, or implement changes in our product and services offerings. If we fail to timely implement these changes or we cannot implement them for any reason, including due to factors beyond our control, our business may suffer, which may hinder our ability to sustain or increase such profitability.

Table of Contents

and other risks described in this Annual Report on Form 10-K. We may encounter unforeseen expenses, challenges, complications, delays, and other unknown factors, as we pursue our business plan. During the year ended December 31, 2024, we have experienced a 14% decrease in Subscription Services subscribers and a 14% decrease in Subscription Services revenue year-over-year. Although we expect to continue to make significant investments in efforts to attract new, and retain existing, subscribers and increase Subscription Services revenue, we may not succeed in doing so. To achieve profitability, we may need to change our operating infrastructure, scale our operations more efficiently, reduce our costs, or implement changes in our product and services offerings. If we fail to timely implement these changes or we cannot implement them for any reason, including due to factors beyond our control, our business may suffer, which may hinder our ability to sustain or increase such profitability.

If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives.

We depend on the continued contributions of our senior management and other key personnel. In particular, we rely on the contributions of our ~~President and~~ Chief Executive Officer and Executive Chairman, ~~Nathan~~Dan ~~Schultz~~Rosensweig. All of our executive officers and key employees are at-will employees, meaning they may terminate their employment relationship at any time. If we lose the services of one or more members of our senior management team or other key personnel, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives. Our future success also depends on our ability to identify, attract, and retain highly skilled personnel. Competition for these employees is intense. Qualified individuals are in high demand, ~~particularly in the San Francisco Bay Area where our executive offices are located,~~ and if we cannot attract or retain the personnel we need to succeed, our business may suffer.

As of December 31, ~~2024~~2025, there were 106,~~340~~606,~~723~~932 shares available for grant under the 2023 Equity Incentive Plan. Given the number of shares available for grant and given the decrease in our stock price, we may need to request that our shareholders vote on a new equity incentive plan sooner than previously anticipated. If our shareholders do not approve a new equity incentive plan or if we are not able to grant employees the appropriate number of shares, we may not be successful in compensating our key employees commensurate with other technology companies with whom we compete for talent, and we may lose their services. In addition, we may not be able to attract their replacements. If we cannot retain our key employees or attract adequate replacements, we may not be able to achieve our business objectives and our financial condition could be materially negatively impacted.

We have undertaken, and may in the future undertake, internal restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition.17

From time to time, we have undertaken and may continue to undertake internal restructuring activities in an effort to better align our resources with our business strategy. For example, in November 2024 and June 2024, we announced restructuring plans that included reductions of our global workforce of approximately 760 employees, or approximately 22% of our workforce, to better align our cost structure with recent industry challenges that are negatively impacting our business, including increased competition and student adoption of generative AI products.

We incur substantial costs to implement restructuring plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses. There can be no assurance that any restructuring activities that we have undertaken or undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect. In addition, restructuring activities has in the past and may continue to result in loss of institutional knowledge and expertise, attrition beyond our intended reduction in force, or a negative impact on employee morale and productivity or our ability to attract highly skilled employees. Internal restructurings can also require a significant amount of time and focus from management and other employees, which may divert attention from commercial operations. If any internal restructuring activities we have undertaken or undertake in the future fail to achieve some or all of the expected benefits, our business, financial condition, and results of operations could be materially and adversely affected.

We depend on mobile app stores and operating systems to grow our student user base and their engagement with our learning platform.

There is no guarantee that students will use our mobile apps, such as the mobile version of our website, m.chegg.com, and Chegg Study, rather than competing products. We are dependent on the interoperability of our mobile apps with popular third-party mobile operating systems such as Google's Android and Apple's iOS, and their placement in popular app stores like the Google Play Store and the Apple App Store, and any changes in such systems that degrade our products’ functionality or

Table of Contents

~~give~~We ~~preferential~~have ~~treatment~~undertaken, ~~or app store placement to competitive products could adversely affect the access~~ and ~~usage~~may ofin ~~our applications on mobile devices. Each operating system provider has broad discretion to make changes to its operating systems or payment services or change~~ the ~~manner~~future ~~in which their mobile operating systems function and to change and interpret its terms of service and other policies with respect to us and other developers~~undertake, ~~and~~internal ~~those~~restructuring ~~changes~~activities ~~may~~that ~~be unfavorable to us. For example, such changes~~ could ~~limit,~~result ~~eliminate~~in ordisruptions ~~otherwise interfere with our products, our ability~~ to ~~distribute~~ our ~~applications~~business ~~through their stores, our ability to update our applications, including to make bug fixes~~ or ~~other~~otherwise ~~feature~~materially ~~updates~~harm ~~or upgrades, the features we provide, the manner in which we market~~ our ~~products,~~results ~~our~~of ~~ability~~operations ~~to access native functionality,~~ or ~~other~~financial ~~aspects of mobile devices, and our ability to access information about our users that they collect~~condition. ~~If it is more difficult for students to access and use our apps on their mobile devices, our student growth and engagement levels could be harmed.~~

From time to time, we have undertaken and may continue to undertake internal restructuring activities in an effort to better align our resources with our business strategy. For example, in May 2025 and October 2025, we announced restructuring plans that included reductions of our global workforce of approximately 640 employees, or approximately 56% of our workforce, to better align our cost structure with recent industry challenges that are negatively impacting our business, including increased competition and student adoption of generative AI products.

We incur substantial costs to implement restructuring plans, and our restructuring activities may subject us to reputational risks and litigation risks and expenses. There can be no assurance that any restructuring activities that we have undertaken or undertake in the future will achieve the cost savings, operating efficiencies, or other benefits that we may initially expect. In addition, restructuring activities result in the loss of institutional knowledge and expertise, and may result in attrition beyond our intended reduction in force, or a negative impact on employee morale and productivity or on our ability to attract highly skilled employees. Internal restructurings also require a significant amount of time and focus from management and other employees, which may divert attention from commercial operations. If any internal restructuring activities we have undertaken or undertake in the future fail to achieve some or all of the expected benefits, our business, financial condition, and results of operations could be materially and adversely affected.

We depend on customers having access to and choosing to use our mobile apps in order to acquire new student users and expand their engagement with our learning platform.

There is no guarantee that students will use our mobile apps, our website, and Chegg Study, rather than competing products. We depend on the interoperability of our mobile apps with popular third-party mobile operating systems such as Google's Android and Apple's iOS, and their placement in popular app stores like the Google Play Store and the Apple App Store, and any changes in such systems that degrade our products’ functionality or give preferential treatment or app store placement to competitive products could adversely affect the access to and usage of our applications on mobile devices. Each operating system provider has broad discretion to make changes to its operating systems or payment services or change the manner in which their mobile operating systems function and to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. For example, such changes could limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our products, our ability to access native functionality, or other aspects of mobile devices, and our ability to access information about our users that they collect. If it is more difficult for students to access and use our apps on their mobile devices, our student user base and engagement levels could be harmed.

Our wide variety of accepted payment methods subjects us to third-party payment processing-related risks, including risks associated with credit card fraud.

We accept payments from students using a variety of methods, including credit cards, debit cards, and PayPal. As we offer new payment options to students, we may be subject to additional regulations, compliance requirements and incidents of fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. For example, we have in the past experienced higher transaction fees from our third-party processors as a result of chargebacks on credit card transactions.

We rely on third parties to provide payment processing services, including the processing and information storage of credit cards and debit cards. If these companies become unwilling or unable to provide these services to us, our business could be disrupted. We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to additional fines and higher transaction fees; lose our ability to accept credit and debit card payments from our students or process electronic funds transfers; or facilitate other types of online payments, and our business and results of operations could be adversely affected.

We may experience some loss from fraudulent credit card transactions, including potential liability for not obtaining signatures from students in connection with the use of credit cards. While we do have safeguards in place, we cannot be certain that other fraudulent schemes will not be successful. A failure to adequately control fraudulent transactions could harm our business and results of operations.

We rely on Amazon Web Services (AWS) and other third-party software and service providers to provide systems, storage, and services for our website and any disruption of such services or a material change to our arrangements could adversely affect our business. 18

We rely on AWS and other third-party software and service providers to provide systems, storage, and services, including user login authentication, for our website. Our reliance makes us vulnerable to any errors, interruptions, or delays in their operations. Any disruption in the services provided by third-party providers, including AWS, could harm our reputation or brand, cause us to lose subscribers or revenues or incur substantial recovery costs and distract management from operating our business. Further, these third-party software and service providers may experience operational difficulties, including increased usage of their software and services from time to time. If they cannot adapt to the increase in demand or fail to ensure availability of their software and services, our ability to service users’ requests may be impacted, which could have an adverse impact on our results of operations.

AWS may terminate its agreement with us upon 30 days’ notice. Upon expiration or termination of our agreement with AWS, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Table of Contents

We rely on AWS and other third-party software and service providers to provide systems, storage, and services, including user login authentication, for our website. Our reliance makes us vulnerable to any errors, interruptions, or delays in their operations. Any disruption in the services provided by third-party providers, including AWS, could harm our reputation or brand, cause us to lose subscribers or revenues or incur substantial recovery costs and distract management from operating our business. These third-party software and service providers also may experience operational difficulties, including increased usage of their software and services from time to time. If they cannot adapt to the increase in demand or fail to ensure availability of their software and services, our ability to service users’ requests may be impacted, which could have an adverse impact on our results of operations.

AWS may terminate its agreement with us upon 30 days’ notice. Upon expiration or termination of our agreement with AWS, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational disruptions and inefficiencies until the transition is complete.

Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.

As part of our business strategy, we have made and intend to continue to make acquisitions to add specialized employees, complementary businesses, products, services, operations, or technologies. ~~Our~~Prior ~~recent prior~~ acquisitions include Busuu, Mathway, and Thinkful. To be successful, we must timely and efficiently integrate acquired companies, including their technologies, products, services, operations, and personnel. Acquired companies can be complex and time consuming to integrate and we may incur significant integration costs and we may not be able to offset our acquisition costs. Acquisitions involve many risks that may negatively impact our financial condition and results of operations, including the risks that the acquisitions may:

•require us to incur charges and substantial debt or liabilities;

•cause adverse tax consequences, substantial depreciation, or deferred compensation charges;

•result in acquired in-process research and development expenses or in the future may require the amortization, write-down, or impairment of amounts related to deferred compensation, goodwill, and other intangible assets; and

•give rise to various litigation and regulatory risks.

In addition:

•we may encounter difficulties or unforeseen expenditures to integrate an acquired company;

•an acquisition may disrupt our business, divert resources, increase expenses, and distract our management;

•an acquisition may reduce or delay adoption and engagement rates for our acquired products and services because of student uncertainty about continuity and effectiveness;

•an acquisition may subject us to laws and operational challenges in new jurisdictions with which we are unfamiliar;

•we may not successfully transition acquired users to the Chegg platform and therefore may not realize the potential benefits of these acquisitions;

•we may incur unforeseen costs as a result of the pre-acquisition activities of businesses and technologies we acquire;

•we may be required to honor the pre-existing contractual relationships of businesses we acquire, which contracts may be on terms that we would not have otherwise accepted;

•it may be difficult to monetize any acquired products and services;

•an acquisition may not ultimately be complementary to our offerings; and

•an acquisition may involve entry into markets where we have little or no prior experience.

Our ability to acquire and integrate larger or more complex businesses, products, services, operations, or technologies in a successful manner is unproven. Our newer products and services, such as skills-based learning and language learning, may not be integrated effectively into our business, achieve or sustain profitability, or achieve market acceptance at levels sufficient to justify our investment. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. To finance any future acquisitions, we may issue equity or equity-linked securities, which could be dilutive, or debt, which could be costly, potentially dilutive, and impose substantial restrictions on the conduct of our business. If we fail to successfully complete any acquisitions or integrate them into our company, or identify and address liabilities associated with the acquisition, our business, results of operations, and financial condition could be adversely affected. We have encountered and will continue to encounter these risks, and if we do not manage them successfully, our business, financial condition, results of operations, and prospects may be materially and adversely affected.

If we fail to convince brands of the benefits of advertising on our learning platform, or if platforms such as Google Chrome, Safari, or Firefox limit our access to advertising and marketing audiences, or the data required to effectively reach those audiences, our business could be harmed.19

Our business strategy includes increasing our revenues from brand advertising. Brands may not do business with us, or may reduce their advertising spend with us, if we do not deliver ads, sponsorships, and other commercial content and marketing programs effectively, or if they do not believe that their investment will generate a competitive return relative to other alternatives. Additionally, if platforms such as Google Chrome, Safari, or Firefox, limit our access to or understanding of advertising and marketing audiences, they could reduce our advertising rates and ultimately reduce our revenues from brand advertising. For example, the release of iOS 14 on Apple devices brought with it a number of new changes, including the need for app users to opt in before their identifier for advertisers (IDFA) can be accessed by an app. Apple’s IDFA is a string of numbers and letters assigned to Apple devices which advertisers use to identify app users to deliver personalized and targeted advertising. As more users opt out of granting IDFA access, the ability of advertisers to accurately target and measure their advertising campaigns at the user level may become significantly limited and we may experience increased cost per registration.

Table of Contents

~~Our~~liabilities ~~ability~~associated towith ~~grow~~ the ~~number~~acquisition, ofour ~~brands~~business, ~~that~~results ~~use~~of ~~our brand advertising~~operations, and ~~ultimately~~financial tocondition ~~generate~~could ~~advertising~~be ~~revenues,~~adversely ~~depends~~affected. onWe ahave ~~number~~encountered ofand ~~factors,~~will ~~some~~continue ofto ~~which~~encounter ~~are~~these ~~outside of our control~~risks, ~~such~~and asif ~~the~~we ~~impact~~do ofnot ~~macroeconomic~~manage ~~conditions~~them ~~and~~successfully, ~~legal~~our ~~developments~~business, ~~relating~~financial tocondition, ~~data~~results ~~privacy,~~of ~~advertising~~operations, ~~legislation~~ and ~~regulation~~prospects may be materially and ~~litigation~~adversely affected.

We may need additional capital, and we cannot be sure that additional financing will be available on favorable terms, if at all.

~~Historically,~~Investments ~~investments~~ in our business have historically substantially exceeded the cash we have generated from our operations. We have funded our operating losses and capital expenditures through proceeds from equity and debt financings, and cash flow from operations. ~~Although~~We are attempting to grow our skilling business, and although we currently anticipate that our available funds and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, including those related to investing in our skilling business and strengthening our balance sheet, we may require additional financing. Additional financing may not be available to us on favorable terms when required or at all, and may result in additional debt on our balance sheet. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience substantial dilution.

Our core value of putting students first may conflict with the short-term interests of our business.

We believe that adhering to our core value of putting students first is essential to our success and in the best interests of our company and the long-term interests of our stockholders. In the past, we have forgone, and in the future, we may forgo, short-term revenue opportunities that we do not believe are in the best interests of students, even if our decision negatively impacts our results of operations in the short term. Our philosophy of putting students first may cause us to make decisions that could negatively impact our relationships with publishers, colleges, and brands, whose interests may not always be aligned with ours or those of our students. Our decisions may not result in the long-term benefits that we expect, in which case our level of student satisfaction and engagement, business, and results of operations could be harmed.

Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business.

Currently, we are involved in various legal proceedings, including securities litigation, derivative suits, putative class actions, and other matters described elsewhere herein. We have in the past and may in the future become involved in other private actions, collective actions, investigations, and various other legal proceedings by subscribers, employees, suppliers, competitors, government agencies, stockholders, or others. For example, we are a party to the matters described in more detail in Part I, Item 3, "Legal Proceedings" of this Annual Report on Form 10-K. The results of any such litigation, investigations, and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business in the way that it is currently operated, which could have an adverse effect on our business, financial condition, and operating results.

~~If we are not able to manage the growth of our business both in terms of scale and complexity, our business could be adversely affected.~~20

As we grow, the operations and technology infrastructure we use to manage and account for our operations will become more complex, and managing these aspects of our business will become more challenging. Acquisitions of new companies, products, and services create integration risk, while developing and enhancing products and services involves significant time, labor, and expense as well as other challenges, including managing the length of the development cycle, entering new markets, regulatory compliance, evolution of sales and marketing, and protecting proprietary rights. Any future expansion will likely place significant demand on our resources, capabilities and systems, and we may need to develop new processes and procedures and expand our infrastructure to respond to these demands. If we are not able to manage the growth of our business, we may not be able to maintain or increase our revenues as anticipated or recover any associated acquisition or development costs, and our business could be adversely affected.

Table of Contents

~~Our~~If ~~business~~we isare ~~seasonal,~~not ~~and~~able ~~disruptions~~to ~~during~~manage ~~peak~~the ~~periods~~changes ~~can~~in ~~make,~~our ~~and~~business ~~have~~both ~~made~~in terms of scale and complexity, our ~~operating~~business ~~results~~could ~~difficult~~be toadversely ~~predict~~affected.

~~Revenues~~Managing ~~from~~the ~~Subscription~~transition ~~Services~~to ~~are~~a ~~primarily~~focus ~~recognized~~on ~~ratably~~our ~~over~~Skilling business and growing its product offerings will increase the ~~subscription~~complexity ~~term~~of our business, ~~which~~and ~~has~~managing ~~generally~~it ~~resulted~~will inbecome ~~our~~more ~~highest~~challenging. ~~revenues~~Acquisitions of new companies, products, and ~~profitability~~services increate ~~the~~integration ~~fourth~~risk, ~~quarter~~while asdeveloping itand ~~reflects~~enhancing ~~more~~products ~~days~~and ofservices ~~the~~involves ~~academic~~significant ~~year.~~time, Welabor, ~~typically~~and ~~experience~~expense ~~our~~as ~~greatest~~well ~~number~~as ofother ~~subscriber~~challenges, ~~acquisitions~~including ~~during~~managing the ~~last~~length ~~two~~of ~~weeks~~the ofdevelopment ~~August~~cycle, ~~and~~entering ~~first~~new ~~two~~markets, ~~weeks~~regulatory compliance, evolution of ~~September~~sales and tomarketing, aand ~~lesser~~protecting ~~degree~~proprietary inrights. ~~January~~Any ~~and~~future ~~February.~~expansion ~~The~~will ~~increased~~likely ~~volume~~place ofsignificant ~~subscribers~~demand ~~during~~on ~~these~~our ~~limited~~resources, ~~periods~~capabilities ofand ~~time~~systems, ~~means~~and ~~that~~we ~~any~~may ~~shortfalls~~need orto ~~disruptions~~develop innew processes and procedures and expand our ~~operations~~infrastructure ~~during~~to respond to these ~~peak~~demands. ~~periods~~If ~~will~~we ~~have~~are anot ~~disproportionately~~able ~~large~~to ~~impact~~manage onexpansion of our ~~revenues.~~business, ~~Additionally~~including international expansion, ~~our~~we ~~students~~may ~~could~~not ~~become~~be ~~dissatisfied~~able ~~with~~to ~~such~~maintain ~~delays~~or ~~and~~increase ~~discontinue~~our ~~their~~revenues ~~use~~as ofanticipated ~~our~~or ~~service,~~recover ~~which~~any ~~could~~associated ~~adversely~~acquisition ~~affect~~or development costs, and our ~~results~~business ofcould ~~operations~~be adversely affected.

As a result of this seasonality, which corresponds to the academic calendar, our revenues may fluctuate significantly quarter to quarter depending upon the timing of where we are in our “rush” cycle and sequential quarter-over-quarter comparisons of our net revenues and operating results are not likely to be meaningful. In addition, shifting enrollments could impact the seasonality of our business and further make our results of operations difficult to predict.

Risks Related to Our Industry

Government regulation of education and student information is evolving, and unfavorable developments could have an adverse effect on our business, results of operations, and financial condition.

Our ability to deliver course content to students enrolled in Chegg's ~~Skills (formerly Thinkful)~~ skills-based learning programs may be subject to state oversight including regulatory approvals and licensure for the course content, the faculty members teaching the content, and the recruiting, admissions, and marketing activities associated with the business. Chegg ~~Skills~~'s efforts to obtain necessary approvals and licenses began prior to our acquisition of the business and continues following the acquisition. We monitor changes to the state regulatory requirements applicable to our business activities, including Chegg's ~~Skills~~skills-based learning programs; however, if we do not obtain the appropriate licenses or address evolving state requirements, it may result in governmental or regulatory proceedings or actions by private litigants, which could potentially harm our business, results of operations, and financial condition.

Our business may also be subject to laws ~~specific~~related to students, such as ~~the Family Educational Rights and Privacy Act~~FERPA, the Delaware Higher Education Privacy Act, and athe California ~~statute~~Education Code which restricts the access by postsecondary educational institutions of prospective students’ social media account information. Compliance requires, without limitation, making disclosures, obtaining consents, and restrictions on transferring data for which we may in the future need to build further infrastructure to support. We cannot guarantee that we or our acquired companies have been or will be fully compliant in every jurisdiction, due to lack of clarity concerning how existing laws and regulations governing educational institutions affect our business and lengthy governmental compliance process timelines.

Moreover, as the education industry continues to evolve, increasing regulation by federal, state, and foreign agencies becomes more likely. For example, California adopted the Student Online Personal Information Protection Act which went into effect in 2016 and prohibits operators of online services used for K-12 school purposes from using or sharing student personal information, Illinois adopted the Student Online Personal Protection Act which went into effect on July 1, 2021 and regulates how we collect and process data, and Colorado’s ~~adopted~~Student ~~House~~Data ~~Bill~~Transparency ~~16-1423~~and Security Act which went into effect in 2016 and is designed to protect the use of student personal data in elementary and secondary school. These acts do not apply to general audience Internet websites but it is unclear how these acts will be interpreted and the breadth of services that will be restricted by them. Other states may adopt similar statutes. Additionally, for-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense regulatory and other scrutiny. Allegations of abuse of federal financial aid funds and other ~~statutory~~legal violations against for-profit higher education companies, even if unfounded, could negatively impact our opportunity to succeed due to increased regulation or decreased demand for our offerings.

Certain jurisdictions have also adopted statutes, such as California Education Code § 66400, which prohibit the preparation or sale of material that should reasonably be known will be submitted for academic credit. These laws and regulations are directed at enterprises selling term papers, theses, dissertations, and the like, which we do not offer, and were not designed for services like ours which are designed to help students understand the relevant subject matter. Although we will continue to work with academic institutions to enforce our honor code and otherwise discourage students from misusing our services, other jurisdictions (including international jurisdictions) may adopt similar or broader versions of these types of laws and regulations, or the interpretation of the existing or future laws and regulations may impact whether they are cited against us or where we can offer our services.

24The adoption of any laws or regulations that adversely affect the popularity or growth in the use of the Internet particularly for educational services, including laws limiting the content and learning programs that we can offer, and the audiences that we can offer that content to, may decrease demand for our service offerings and increase our cost of doing

Table of Contents

The adoption of any laws or regulations that adversely affect the popularity or growth in the use of the Internet particularly for educational services, including laws limiting the content and learning programs that we can offer, and the audiences that we can offer that content to, may decrease demand for our service offerings and increase our cost of doing business. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also hinder our operational flexibility, raise compliance costs, and result in additional historical or future liabilities for us, resulting in adverse impacts on our business and our results of operations.

Similarly, the adoption of any laws or regulations affecting the ability of service providers to periodically charge consumers for, among other things, recurring subscription payments, such as the Restore Online Shoppers’ Confidence Act (ROSCA), may materially adversely affect our business, financial condition and results of operations. ROSCA bans online negative options, such as pre-checked online subscriptions or automatic sign-ups at checkout, unless the company: 1) clearly discloses all material terms of the deal before obtaining a consumer’s billing information; 2) gets the consumer’s express informed consent before making the charge; and 3) provides simple mechanisms for stopping recurring charges. Failure to comply could result in a violation of the FTC Act, subjecting us to penalties, including monetary fines and injunctive relief, including from State Attorney Generals. Legislation or regulation regarding the foregoing, or changes to existing legislation or regulation governing subscription payments, are being considered in many U.S. States, and have been recently passed or updated in states such as California and New York. We are and have been in the past, and may be in the future, the subject of investigations, inquiries, and claims under such laws or regulations, including from the Federal Trade Commission (FTC).

As the regulatory framework for machine learning, artificial intelligence, and automated decision making evolves, our business, financial condition, and results of operations may be adversely affected by related laws or regulations. It is possible that new laws and regulations will be adopted in the U.S. (at the federal or state level) or in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in ways that would affect the operation of our business, including our learning platform and the ways in which we use artificial intelligence and machine learning technology. We may not always be able to anticipate how regulators will apply existing laws to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these frameworks as they are still rapidly evolving.

While we expect and plan for new laws, regulations, and standards to be adopted over time that will be directly applicable to the Internet and to our student-focused activities, any existing or new legislation applicable to our business could expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations and potential penalties or fees for non-compliance, and could negatively impact the growth in the use of the Internet for educational purposes and for our services in particular. We may also run the risk of retroactive application of new laws to our business practices that could result in liability or losses. Due to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to change previous regulatory schemes or choose to regulate transmissions or prosecute us for violations of their laws. We might unintentionally violate such laws, such laws may be modified, and new laws may be enacted in the future. Any such developments could harm our business, results of operations, and financial condition.

Colleges and certain governments may restrict online access or access to our website, which could lead to the loss of or slowing of growth in our student user base and their level of engagement with our platform.

The growth of our business and our brand depends on the ability of students to access the Internet and the products and services available on our website, in particular in non-U.S. countries. Colleges that provide students with access to the Internet either through on-campus computer terminals or Internet access points on campus could block or restrict access to our website, content, or services or the Internet generally for a number of reasons, including security, confidentiality, regulatory concerns, or if they believe our products or services contradict or violate their policies. If governments or colleges modify their laws or policies, or choose to apply laws or policies, in ways that are detrimental to the growth of our student user base or in ways that make it harder for students to use our website, the overall growth in our student user base would slow, student engagement would decrease and we would lose revenues. Any reduction in the number of students directed to our website would harm our business and results of operations.

If we are required to discontinue certain of our current marketing activities, our ability to attract new students may be adversely affected.

Laws or regulations may be enacted which restrict or prohibit use of emails or similar marketing activities that we currently rely on. For example: CAN-SPAM regulates unsolicited commercial emails and imposes civil and criminal penalties for abusive practices; the FTC imposes penalties on companies for misleading and deceptive marketing practices; TCPA restricts telemarketing and the use of automated telephone equipment and prerecorded/artificially voiced calls; and CCPA requires us to make certain disclosures regarding our marketing practices, allows consumers to opt-out of certain data sharing practices. ~~Newly~~Other ~~enacted~~state privacy laws such as CDPA and CPA ~~will~~ place additional restrictions on our marketing practices.

Notwithstanding existing laws, we may discontinue use or support of these activities if we become concerned that students or potential students deem them intrusive, or they otherwise adversely affect our reputation, goodwill and brand. If our marketing activities are curtailed, our ability to attract new students may be adversely affected.22

Table of Contents

We are subject to U.S. trade control laws that may restrict growth prospects and impose liability if we are non-compliant.

As a U.S. company with U.S. origin software applications, we are required to comply with U.S. trade controls. Our activities are subject to U.S. economic sanctions laws and regulations administered by the Department of the Treasury, Office of Foreign Assets Control (OFAC), which prohibit most transactions with embargoed jurisdictions or prohibited parties without a specific or general license from OFAC. Additionally, the U.S. Department of Commerce, Bureau of Industry and Security (BIS) administers the Export Administration Regulations (EAR), which restrict exports of software subject to the EAR to embargoed countries and prohibited parties. Although we have taken precautions to prevent our platform, services and software applications from being provided in embargoed jurisdictions and to prohibited parties, and we continue to enhance our policies and procedures relating to sanctions and export compliance, we may not be able to prevent all transactions that are noncompliant with U.S. trade controls. Sanctions and export violations can result in significant fines or penalties, as well as reputational harm and loss of business.

Our customers outside of the United States generated approximately 1315% of our net revenues during the year ended December 31, ~~2024~~2025, and our growth strategy includes further expanding our operations and customer base across all major global markets. An escalation in sanctions or export controls against regions where we operate, or the issuance of new sanctions designations or export restrictions against individuals and entities located in various regions, could result in decreased ability to provide our platform, services and software applications to existing or potential customers. Any limitation on our ability to operate in various global markets could adversely affect our business performance and growth prospects.

Risks Related to Taxes and Accounting Matters

We may be subject to greater than anticipated liabilities for income, property, sales, and other taxes, and any successful action by federal, state, foreign, or other authorities to collect additional taxes could adversely harm our business.

We are subject to regular review and audit by both U.S. federal and state and foreign tax authorities and such jurisdictions may assess additional taxes against us. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical tax provisions and accruals and could have a negative effect on our financial position and results of operations. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing and allocating income from our intercompany transactions, which could increase our worldwide effective income tax rate. We collect sales taxes in all U.S. states with a sales tax and most local jurisdictions on our sales, ~~rentals,~~ and digital services sold through our commerce system ~~including sales and rentals on behalf of our third-party publishers~~. In June 2018, the U.S. Supreme Court in South Dakota v. Wayfair, Inc. et al ruled that a state can require an online retailer with no in-state property or personnel to collect and remit sales and use tax on sales made to the state’s residents. It is possible that such taxes could be assessed by certain states retroactively for periods before the Wayfair decision on acquired products that are not sold through our commerce system. Any successful action by federal, state, foreign or other authorities to impose or collect additional income tax or compel us to collect and remit additional sales, use, value-added or similar taxes, either retroactively, prospectively or both, could harm our business, financial condition, and results of operations.

Our effective tax rate may fluctuate as a result of new U.S. and worldwide tax laws and our interpretations of those new tax laws, which are subject to significant judgments and estimates. The ongoing effects of the new tax laws and the refinement of provisional estimates could make our results difficult to predict.

Our effective tax rate may fluctuate in the future as a result of new tax laws. ~~New tax laws could have a meaningful impact on our provision for income taxes once we release our valuation allowance.~~ Due to the complexities involved in applying the provisions of new tax legislation, we may make reasonable estimates of the effects in our financial statements. As we collect and prepare necessary data and interpret the new tax legislation, we may make adjustments that could affect our financial position and results of operations as well as our effective tax rate in the period in which the adjustments are made.

Our earnings are affected by the application of accounting standards and our critical accounting policies, which involve subjective judgments and estimates formulated by our management. Our actual results could differ from the estimates and assumptions used to prepare our consolidated financial statements.

The accounting standards that we use in preparing our financial statements are often complex and require us to make significant estimates and assumptions in interpreting and applying those standards. These estimates and assumptions affect the reported values of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. We make critical estimates and assumptions involving accounting matters including revenue recognition and deferred revenue, impairment of acquired intangible assets and other long-lived assets, goodwill and indefinite lived intangible assets, share-based compensation

2623

Table of Contents

estimates and assumptions involving accounting matters including revenue recognition and deferred revenue, impairment of acquired intangible assets and other long-lived assets, goodwill and indefinite lived intangible assets, share-based compensation expense, and (provision for) ~~benefit from~~ income taxes. These estimates and assumptions involve matters that are inherently uncertain and require us to make subjective and complex judgments. Although we believe we have the experience and processes to enable us to formulate appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized amounts. If we used different estimates and assumptions or used different methods to determine these estimates, our financial results could differ, which could have a material negative impact on our financial condition and reported results of operations. For more information about our critical accounting policies and use of estimates, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies, Significant Judgments and Estimates.” of this Annual Report on Form 10-K.

Risks Related to Intellectual Property

Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations.

Our success and ability to compete depends in part on our intellectual property and our other proprietary business information. We rely and expect to continue to rely on a combination of trademark, copyright, patent, and trade secret protection laws, as well as confidentiality and license agreements with our employees, consultants, and third parties with whom we have relationships to protect our intellectual property and proprietary rights. However, we may be unable to secure intellectual property protection for all of our technology and methodologies or the steps we take to enforce our intellectual property rights may be inadequate. If the protection of our intellectual property and proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected.

Third parties may challenge any patents, copyrights, trademarks, and other intellectual property and proprietary rights owned or held by us. Third parties may knowingly or unknowingly infringe, misappropriate, or otherwise violate our patents, copyrights, trademarks, and other proprietary rights and we may not be able to prevent infringement, misappropriation, or other violations. Any attempt by us to prevent or address such violations may involve substantial expense to us. Additionally, if we fail to protect our domain names, it could adversely affect our reputation and brand and make it more difficult for students to find our website, our content, and our services. If we pursue litigation to assert our intellectual property or proprietary rights, an adverse decision could limit our ability to assert our intellectual property or proprietary rights, limit the value of our intellectual property or proprietary rights, or otherwise negatively impact our business, financial condition, and results of operations.

We are a party to a number of third-party intellectual property license agreements. For example, we have entered into agreements with textbook publishers that provide access to textbook questions and other content for our Chegg Study subscription service. We cannot guarantee that the third-party intellectual property we license will not be licensed to our competitors or others in our industry. In the future, we may want or need to obtain additional licenses or renew existing license agreements. We cannot predict whether other license agreements can be obtained or renewed on acceptable terms, or at all. For example, our license agreements with multiple textbook publishers, including Pearson Education, Inc. expired or terminated without renewal. Any failure to obtain or renew such third-party intellectual property license agreements on commercially competitive terms could adversely affect our business and results of operations.

Misuse of our platform and content, including digital piracy and improper sharing and misappropriation of user credentials, may continue to adversely affect our business, financial condition, and results of operation.

A substantial portion of our revenue comes from our ~~Subscription~~Academic Services and the distribution of our educational content to our paid subscribers through our learning platform. Our content has been subject to unauthorized copying and widespread digital dissemination without an economic return to us. Some students may misuse our products and services in ways that violate our Terms of Use, our Honor Code, other company policies, applicable laws, or the code of conduct at their educational institutions. We have experienced improper sharing and misappropriation of user credentials, allowing for parties to access content and services that they have not paid for. Through such misuse of our platform and content, students may be able to access our offerings for free or at a reduced cost relative to our paid subscription, which has and may continue to negatively impact our ability to attract students to, and retain students on, our platform. The impact of misuse of our platform and content on our revenues and subscriptions is hard to quantify, but we believe that illegal copying and dissemination of our content, improper sharing and misappropriation of user credentials, and other forms of unauthorized activity have had a substantial negative impact on our revenues and subscriptions. Also, despite the potential benefits of AI technology, the advancement of AI may increase certain risks and adverse impacts associated with misuse of our content, including the development of AI applications that may facilitate piracy and new forms of intellectual property infringement through the unauthorized reproduction of copyrighted content to “train” AI applications and to create unauthorized derivative works.

Table of Contents

applications that may facilitate piracy and new forms of intellectual property infringement through the unauthorized reproduction of copyrighted content to “train” AI applications and to create unauthorized derivative works.

If we fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in our favor (or if judicial decisions are not in our favor) or fail to develop effective means of protecting our content and enforcing our intellectual property rights, our business, financial condition, and results of operations may be negatively impacted.

Table of Contents

If we become subject to liability for the Internet content that we publish or that is uploaded to our websites by students or other users, our results of operations could be adversely affected.

As a publisher and distributor of online content, including ~~content uploaded by~~ both byour ~~Chegg~~content ~~itself~~ and content uploaded by our users, we face potential liability for claims related to intellectual property rights including copyright and trademark infringement, rights of publicity or privacy, defamation, personal injury torts, laws regulating hate speech or other types of content, online safety, consumer protection, or other claims based on the nature and content of materials that we publish or distribute. In addition, the applicability and scope of these and other laws and regulations, as interpreted by the courts, remain uncertain and could be interpreted in ways that harm our business. For example, we rely on statutory safe harbors, like those set forth in the ~~Digital~~DMCA ~~Millennium Copyright Act~~ and Section 230 of the Communications Decency Act in the U.S. and the E-Commerce Directive in Europe, to protect against liability. Legislation (such as the Sunset to Reform Section 230 Act) or court rulings affecting these safe harbors may adversely affect us and may impose significant operational challenges. There are legislative proposals and pending litigation in the U.S. (~~such~~currently asin ~~Gonzalez~~district v.and ~~Google~~appellate courts around the country), EU, and around the world that could diminish or eliminate safe harbor protection for websites and online platforms.

We have in the past and may in the future receive communications containing allegations of infringement, which we assess on a case-by-case basis. We may elect not to respond to the communication if we believe it is without merit or we may try to resolve disputes out-of-court by removing content or services we offer or paying licensing or other fees. If we fail to resolve such disputes, litigation may result. For example, we have been subject to lawsuits alleging copyright infringement. Litigation to defend these claims could be costly, divert our technical and management personnel, render us unable to use our current website or to market our service or sell our products and therefore harm our results of operations. We may not be adequately insured to cover claims of these types or indemnified for all liability that may be imposed on us. Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results of operations.

We maintain content usage review systems that, through a combination of manual and automated blocks, monitor for and make us aware of potentially infringing content on our platform. Nevertheless, claims may continue to be brought and threatened against us for negligence, intellectual property infringement, or other theories and there is no guarantee that we will be able to resolve any such claims quickly and without damage to our business, our reputation or our operations. From time to time, we have been subject to copyright infringement claims, some of which we have settled. While these settlements have not had a material impact on our financial condition, we may be subject to similar lawsuits in the future and the outcome of any such lawsuits may not be favorable to us and could have a material adverse effect on our financial condition.

Changes in or our failure to comply with the requirements for eligibility for the Digital Millennium Copyright Act (DMCA) safe harbors could harm our business.

The DMCA has provisions that limit, but do not necessarily eliminate, our liability for caching or hosting or for ~~listing~~serving as a mere conduit for the transmission of or linking to, content or third-party websites that include materials or other content that infringe copyrights, provided we comply with the strict statutory requirements of the DMCA. The applications and interpretations of the statutory requirements of the DMCA are evolving and may be modified by court rulings and industry practice. Accordingly, if we fail to comply with such statutory requirements or if the interpretations of the DMCA change, we may be subject to potential liability for caching or hosting, or for ~~listing~~serving oras ~~linking~~a tomere conduit for the transmission of, content or third-party websites that include materials or other content that infringe copyrights. The safe harbors available under the DMCA can limit liability for copyright infringement in the U.S., but they do not limit our liability for infringement of other intellectual property or proprietary rights, they do not automatically apply outside the U.S., and they do not prevent or address requests for injunctive relief. Any determination in litigation that a DMCA safe harbor does not shield us from liability could negatively impact our business, financial condition, and results of operations.

We are, and may in the future be, subject to intellectual property claims, which are costly to defend and could harm our business, financial condition, and results of operations.

From time to time, third parties have alleged and are likely to allege in the future that we or our business infringes, misappropriates, or otherwise violates their intellectual property or proprietary rights beyond those circumstances discussed in other risk factors contained in this Section, “Risks Relating to Our Intellectual Property.” Many companies, including various “non-practicing entities” or “patent trolls,” devote significant resources to developing or acquiring patents that could affect aspects of our business. Our patent portfolio may provide little or no deterrence in any litigation involving non-practicing entities or other adverse patent owners that have no relevant solution revenue, as we would not be able to assert our patents against such entities or individuals. For instance, on November 5, 2018, a non-practicing entity (NPE) filed an action against us

2825

Table of Contents

~~other risk factors contained~~ in this Section, “Risks Relating to Our Intellectual Property.” Many companies, including various “non-practicing entities” or “patent trolls,” devote significant resources to developing or acquiring patents that could affect aspects of our business. Our patent portfolio may provide little or no deterrence in any litigation involving non-practicing entities or other adverse patent owners that have no relevant solution revenue, as we would not be able to assert our patents against such entities or individuals. For instance, on November 5, 2018, a non-practicing entity (NPE) filed an action against us in the U.S. District Court for the Southern District of New York captioned NetSoc, LLC v. Chegg, Inc., Civil Action No. 1:18-CV-10262-RAC (the NetSoc Action).

While we ultimately prevailed in the NetSoc Action and we intend to vigorously defend any intellectual property claims, our technologies may not be able to withstand all third-party claims or rights against their use. The costs of supporting such litigation and disputes are considerable, and there can be no assurances that a favorable outcome will be obtained. We also may be required to settle such litigation and disputes on terms that are unfavorable to us. The terms of any settlement or judgment may require us to cease some or all of our operations and/or pay substantial amounts to the other party.

Additionally, because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our technology and there is also a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third-party patent once that patent is issued.

Moreover, in a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and our ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof.

Some aspects of our technology include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could harm our business.

We use open source software in connection with certain of our products and services. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute or use open source software as part of their software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. Any requirement to disclose our proprietary source code or pay damages for breach of contract could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Data Privacy

The compromise of our information technology systems or data, including through computer malware, viruses, hacking, phishing attacks, spamming and other security incidents, could harm our business and results of operations.

We process personal data regarding various individuals, including students, tutors, educators, and our employees, as well as other sensitive data, including intellectual property and confidential and proprietary business information. We, and our service providers and other third parties upon which we rely, are subject to a variety of evolving security threats. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. For example, severe ransomware attacks are becoming increasingly prevalent. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Additionally, nation-state actors are expected to continue to engage in cyber-attacks for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we, our service providers and other third parties upon which we rely, may be vulnerable to a heightened risk of these attacks. Furthermore, remote work has become more common and has increased risks to our information technology systems and data, as more of our employees, as well as employees of our service providers and other third parties on which we rely, utilize network connections, computers and devices outside our premises or network, including while working at home, while in transit and in public locations.

29Future or past business transactions (such as acquisitions or integrations) could also expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Moreover, we rely heavily on SaaS enterprise resource planning systems to conduct our e-commerce and financial transactions and reporting. In addition, we utilize third-party cloud computing services in connection with our business operations. Our reliance on these and other third-party service providers and technologies to operate critical business

Table of Contents

~~Future or past business transactions (such as acquisitions or integrations) could also expose us to additional cybersecurity risks and vulnerabilities, as our~~ systems ~~could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Moreover, we rely heavily on SaaS enterprise resource planning systems~~ to conduct our e-commerce and financial transactions and reporting. In addition, we utilize third-party cloud computing services in connection with our business operations. Our reliance on these and other third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts and to otherwise assist in the operation of our business increases our risk exposure as our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

If our data or security measures, or the security measures of our service providers, other third parties upon which we may rely or companies we may acquire, are compromised, disrupted or breached or are perceived to have been compromised, disrupted or breached, including as a result of any of the aforementioned threats or other cyberattacks, online or offline fraud, other intentional misconduct by computer hackers, employee error or malfeasance, social-engineering attacks, credential harvesting, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods or other similar threats or activities (including those Chegg has experienced in the past, as discussed below), we could face a variety of adverse consequences. For example, we could be required to expend significant capital and other resources to address the problem and could face or be subject to litigation (including class action litigation such as those matters identified below) and enforcement actions, investigations, audits, additional reporting requirements and/or oversight, data processing restrictions, indemnity obligations, damages, penalties and costs for remediation, damage our reputation or brand, interruptions in our operations (including availability of data), and similar harms. Security incidents, including those Chegg has experienced in the past, as identified below, and attendant consequences may cause customers to stop using our services, deter new customers from using our services, and negatively impact our ability to grow and operate our business. Additionally, applicable data privacy and security obligations may require us to notify relevant stakeholders, including regulators and impacted individuals, of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to additional adverse consequences. Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/machine learning (ML) platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI/ML model. Additionally, where an AI/ML model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model. Moreover, AI/ML models may create flawed, incomplete, or inaccurate outputs, some of which may appear correct. This may happen if the inputs that the model relied on were inaccurate, incomplete or flawed (including if a bad actor “poisons” the AI/ML with bad inputs or logic), or if the logic of the AI/ML is flawed (a so-called “hallucination”). We may use AI/ML outputs to make certain decisions. Due to these potential inaccuracies or flaws, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits.

We may expend significant resources or modify our business activities to try to protect against threats to our security or systems. However, while we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We have not always been able in the past and may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. We have experienced security incidents in the past. For example, in April 2018, an unauthorized individual gained access to and exfiltrated user data for approximately 40 million users of chegg.com and certain other services in our family of brands, including EasyBib, (the “2018 Data Incident”). The types of information that may have been obtained by the threat actor included a Chegg user’s name, email address, shipping address, Chegg username, and Chegg password. For a small percentage of the impacted users who had entered details into our scholarship search service, the incident also exposed information about additional personal characteristics, including dates of birth, parents’ income range, sexual orientation, religious denomination, heritage and information concerning disabilities. We have faced other claims for allegedly misleading statements regarding our security measures to protect users' data and related internal controls and procedures and for failure to take reasonable security measures.

30In October 2022, without any admission of liability, we entered into an agreement with the FTC containing a proposed consent order that will significantly impact our data security and privacy practices. The FTC consent order was finalized in January 2023. The FTC consent order requires us to establish, implement and maintain a comprehensive information security program, provide multi-factor authentication methods as an option or requirement for consumers, document and adhere to a detailed information retention schedule and provide consumers with online tools they can use to request access to or the deletion of their personal information. The consent order also requires us to obtain initial and biennial assessments of our

Table of Contents

In October 2022, without any admission of liability, we entered into an agreement with the FTC containing a proposed consent order that will significantly impact our data security and privacy practices. The FTC consent order was finalized in January 2023. The FTC consent order requires us to establish, implement and maintain a comprehensive information security program, provide multi-factor authentication methods as an option or requirement for consumers, document and adhere to a detailed information retention schedule and provide consumers with online tools they can use to request access to or the deletion of their personal information. The consent order also requires us to obtain initial and biennial assessments of our Information Security and Governance Program ("ISP") from an independent third-party assessor and comply with detailed reporting requirements for the 20 year-duration of the order. WeAlthough we have completed our ~~first~~second such independent assessment of our ISP with no material findings~~. In addition~~, we are ~~currently~~unable ~~cooperating with the FTC on an investigation as~~ to ~~whether~~guarantee wethat ~~have~~there ~~violated~~will ~~certain~~not ~~terms~~be offuture ~~the consent order. While we are unable to predict the outcome of~~issues, orand ~~developments~~any ~~following,~~such ~~this~~issues ~~investigation,~~and the ~~development~~steps ~~and~~required ~~resolution~~to ofremediate ~~this~~them ~~matter~~ could negatively impact our business, results of operations, and financial condition.

Actions and investigations such as the foregoing, and any similar or other actions, claims, litigation, investigations or events, whether arising from prior or future incidents, may harm our business and cause us to suffer adverse consequences.

~~Furthermore,~~Our ~~prior~~efforts to ~~our~~prevent ~~acquisition~~hackers ofand ~~Thinkful~~others ~~and~~from ~~Mathway,~~entering ~~each~~our ~~discovered~~computer ~~that~~systems anor ~~unauthorized~~accessing ~~party~~our data may ~~have~~not ~~gained~~be ~~access~~fully toeffective ~~certain~~and ~~confidential~~we ~~information~~cannot orguarantee ~~personal~~that ~~information~~future ofevents ~~users~~will not occur that have a material impact on our business.

We also rely on computer systems globally to manage our operations. We have experienced and expect to continue to experience periodic service interruptions and delays involving our systems. While we ~~have~~maintain ~~made~~a ~~enhancements~~fail-over capability to switch our ~~cybersecurity~~operations ~~controls,~~from asone ~~discussed~~facility into ~~detail~~another in ~~Part~~the I,event ~~Item~~of 1Ca service outage, ~~“Cybersecurity”~~that ofprocess ~~this~~would ~~Annual~~still ~~Report~~result onin ~~Form~~service ~~10-K~~interruptions ~~and~~that ~~considered~~could inbe ~~our~~significant ~~independent~~in ~~assessment~~duration. Such interruptions could have a disproportionate effect on our ~~efforts~~operations toif ~~prevent~~they ~~hackers~~were ~~and~~to ~~others~~occur ~~from~~during ~~entering~~one of our ~~computer~~peak ~~systems~~periods or ~~accessing~~if multiple of our ~~data~~service ~~may~~facilities ~~not~~experiences beoutages ~~fully~~at ~~effective~~the ~~and~~same wetime. ~~cannot~~Our ~~guarantee~~facilities ~~that~~are ~~future~~also vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events ~~will~~as ~~not~~well ~~occur~~as ~~that~~the ~~have~~cyber-attacks aand ~~material~~security ~~impact~~risks onand ~~our~~threats ~~business.~~discussed above.

Additionally, we rely on computer systems globally to manage our operations. We have experienced and expect to continue to experience periodic service interruptions and delays involving our systems. While we maintain a fail-over capability to switch our operations from one facility to another in the event of a service outage, that process would still result in service interruptions that could be significant in duration. Such interruptions could have a disproportionate effect on our operations if they were to occur during one of our peak periods or if multiple of our service facilities experiences outages at the same time. Our facilities are also vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events as well as the cyber-attacks and security risks and threats discussed above.

We collect, process, store and use personal information and other sensitive data, which subjects us to stringent and evolving U.S. and foreign laws, governmental regulation, contractual obligations, policies and other legal obligations.

In the ordinary course of business, we collect, receive, process, store, disclose, make accessible and otherwise use personal information and other sensitive data, including proprietary and confidential business data and intellectual property, from various parties, including students, tutors, educators and employees. We may enable students and others to share their personal information with each other and with third parties and to communicate and share information into and across our platform. Our data processing activities may subject us to numerous data privacy and security obligations, including foreign, federal, state, and local laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations regarding privacy and the collection, storing, sharing, using, processing, disclosing and protecting of personal information and other user data, including from minors under the age of 18, the scope of which are changing, subject to differing interpretations, and which may be costly to comply with and may be inconsistent between countries and jurisdictions or conflict with other rules.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines of up to $7,988 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

Table of Contents

Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

Additionally, regulators are increasingly scrutinizing companies that process children’s data. Numerous laws, regulations, and legally binding codes, such as the Children’s Online Privacy Protection Act (“COPPA”), California’s Age Appropriate Design Code, the CCPA, other U.S. state comprehensive privacy and social media laws, the GDPR, and the UK Age Appropriate Design Code impose various obligations on companies that process children’s data, including requiring certain consents to process such data and extending certain rights to children and their parents with respect that data. Some of these obligations have wide ranging applications, including for services that do not intentionally target child users (defined in some circumstances as a user under the age of 18 years old). These laws may be, or in some cases, have already been, subject to legal challenges and changing interpretations, which may further complicate our efforts to comply with these laws.

Students who use some of our services, including high school students who use our Chegg Writing and Chegg Prep services, may be under the age of 18. Accordingly, our business is subject to certain laws covering the protection of minors. For example, various U.S. and international laws restrict the distribution of materials considered harmful to minors and impose additional restrictions on the ability of online services to collect information from minors. Although our policy is to avoid knowingly collecting personal information from children under the age of 13 and we do not believe that our websites or online services are directed to children under the age of 13, regulators or private plaintiffs could disagree with this assessment and challenge our compliance with the COPPA which impose enhanced notice, verifiable parental consent, data minimization, security and other data privacy requirements on child-directed sites and online services that our services are not designed to support. 28

~~Additionally,~~Table ~~we may be subject to certain marketing laws that govern our use~~ of personal information. For example, the CAN-SPAM and the TCPA impose specific requirements on communications with customers. For example, the TCPA imposes various consumer consent requirements and other restrictions on certain telemarketing activity and other communications with consumers by phone, fax or text message. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the Federal Communications Commission or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Furthermore, under various other privacy laws and other obligations, we may be required to obtain certain consents to process personal data. Contents

Students who use some of our services, including high school students who use our services, may be under the age of 18. Accordingly, our business is subject to certain laws covering the protection of minors. For example, various U.S. and international laws restrict the distribution of materials considered harmful to minors and impose additional restrictions on the ability of online services to collect information from minors. Although our policy is to avoid knowingly collecting personal information from children under the age of 13 and we do not believe that our websites or online services are directed to children under the age of 13, regulators or private plaintiffs could disagree with this assessment and challenge our compliance with the COPPA which impose enhanced notice, verifiable parental consent, data minimization, security and other data privacy requirements on child-directed sites and online services that our services are not designed to support.

Additionally, we may be subject to certain marketing laws that govern our use of personal information. For example, the CAN-SPAM and the TCPA impose specific requirements on communications with customers. For example, the TCPA imposes various consumer consent requirements and other restrictions on certain telemarketing activity and other communications with consumers by phone, fax or text message. TCPA violations can result in significant financial penalties, including penalties or fines imposed by the Federal Communications Commission or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Furthermore, under various other privacy laws and other obligations, we may be required to obtain certain consents to process personal data.

Foreign privacy, data protection, and other laws and regulations, particularly in Europe, are often at least as restrictive as, if not more restrictive than, those in the United States. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR (“UK GDPR” and together with the EU GDPR, the "GDPR"), Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No. 13,709/2018), and China’s Personal Information Protection Law (“PIPL”) impose strict requirements for processing personal data. For example, under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

In addition, some countries (including Europe) and states are considering or have passed legislation implementing requirements with respect to cross-border transfers of data or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. For example, in the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area ("EEA") and the United Kingdom ("UK") have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws.

Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA and UK’s standard contractual clauses (“SCCs”), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. ~~Additionally,~~The ~~the~~ SCCs also impose additional compliance burdens, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data. In addition, Switzerland similarly restricts personal data transfers outside of those jurisdictions to countries that do not provide an adequate level of personal data protection.

Furthermore, European legislative proposals and present laws and regulations – other than the EU and UK GDPR – apply to cookies and similar tracking technologies, electronic communications, and marketing and regulators are increasingly focusing on compliance with requirements related to the behavioral, interest-based, or tailored advertising ecosystem. Compliance with these laws may require us to make significant operational changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to liabilities.

Table of Contents

focusing on compliance with requirements related to the behavioral, interest-based, or tailored advertising ecosystem. It is anticipated that the ePrivacy Regulation and national implementing laws will replace the current national laws implementing the ePrivacy Directive. Compliance with these laws may require us to make significant operational changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to liabilities.

Outside of Europe, other laws further regulate behavioral, interest-based, or tailored advertising, making certain online advertising activities more difficult and subject to additional scrutiny. For example, the CCPA grants California residents the right to opt-out of a company’s sharing of personal data for advertising purposes in exchange for money or other valuable consideration. As individuals become increasingly aware of and resistant to the collection, use, and sharing of personal information in connection with advertising, some users have opted out of our processing of personal data for advertising purposes, which has negatively impacted our ability to collect certain user data and our advertising partners’ ability to deliver relevant content, and more may do so in the future.

We use AI, including generative AI, and ML technologies in our products and services (collectively, “AI/ML” technologies). The development and use of AI/ML present various privacy and security risks that may impact our business. AI/ML are subject to privacy and data security laws, as well as increasing regulation and scrutiny. Several jurisdictions around the globe, including Europe and certain U.S. states, have proposed enacted, or are considering laws governing the development and use of AI/ML, such as the EU’s AI Act. We expect other jurisdictions will adopt similar laws. Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI/ML. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI/ML, or prevent or limit our use of AI/ML. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML where they allege the company has violated privacy and consumer protection laws. If we cannot use AI/ML or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.29

Table of Contents

We use AI, including generative AI, and ML technologies in our products and services (collectively, “AI/ML” technologies). The development and use of AI/ML present various privacy and security risks that may impact our business. AI/ML are subject to privacy and data security laws, as well as increasing regulation and scrutiny. Several jurisdictions around the world, including Europe and certain U.S. states, including California, have proposed enacted, or are considering laws governing the development and use of AI/ML, such as the EU’s AI Act. We expect other jurisdictions will adopt similar laws. Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI/ML. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI/ML, or prevent or limit our use of AI/ML. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML where they allege the company has violated privacy and consumer protection laws. If we cannot use AI/ML or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

In addition to data privacy and security laws, we may be or may become subject to industry standards adopted by industry groups. For example, we may rely on vendors to process payment card data, and we, or those vendors, may be subject to the Payment Card Industry Data Security Standard (“PCI DSS”), which requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. We also have internal and publicly posted policies regarding, and are bound by contractual commitments with respect to, our collection, processing, use, disclosure, deletion and security of information. The publication of our privacy policies, our contracts and other documentation that provide commitments about data privacy and security can subject us to potential actions and other adverse consequences.

Public scrutiny of Internet privacy issues and actual or perceived failure to comply with our obligations with respect to privacy and data security could harm our business, including by damaging our reputation and relationships with students and educators.

We strive to comply with all applicable laws, policies, contractual obligations, and industry codes of conduct relating to privacy and data protection. However, U.S. federal, state and local, and international laws and regulations regarding privacy and data protection are rapidly evolving and may be inconsistent and we could be deemed out of compliance as such laws and their interpretations change. Our business model materially depends on our ability to process personal data, so we are particularly exposed to the risks associated with the rapidly changing legal landscape. Practices regarding the collection, use, storage, display, processing, transmission and security of personal information by companies, particularly those offering online services, have recently come under increased public scrutiny.

Any failure or perceived failure by us, our personnel, or third parties on which we rely or with which we work to comply with the aforementioned privacy obligations or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personal information or other data, may result in significant consequences, including governmental enforcement actions, litigation, additional reporting requirements and/or oversight, bans on processing personal information, orders to destroy or not to use personal information, or public statements against us by consumer advocacy groups or others and could cause students, tutors, educators, partners and others to lose trust in us, which could have an adverse effect on our business. Additionally, such events could lead to loss of customers; interruptions or stoppages in our business operations; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

33Noncompliance with certain privacy and data security laws we may be subject to could subject us to particularly significant penalties. For example, violations of federal and state calling/texting/marketing laws can result in civil penalties imposed by the Federal Communications Commission, the Federal Trade Commission, or states attorneys general, or private civil litigation that can seek statutory damages awards of thousands of dollars per violation (i.e., per call or text), which, when aggregated in a class action, can create significant exposure for large volume outreach program. Additionally, the CCPA provides for civil penalties of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Furthermore, under the EU GDPR, companies may face temporary or definitive bans on data processing, fines of up to 20 million Euros or 4% of annual global revenue (whichever is greater), audits and inspections, private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests, among other penalties.

Inability to comply with applicable data transfer restrictions may also present unique risks. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face the interruption or degradation of our operations, the need to relocate

Table of Contents

~~Noncompliance~~part ~~with~~of ~~certain~~or ~~privacy~~all ~~and~~of ~~data~~our ~~security~~business ~~laws~~or wedata ~~may~~processing beactivities ~~subject~~ to ~~could~~other ~~subject~~jurisdictions usat ~~to particularly~~ significant ~~penalties. For example~~expense, ~~TCPA~~increased ~~violations~~exposure ~~can result in penalties or criminal fines imposed by the Federal Communications Commission or statutory damages awards of up~~ to $1regulatory actions,~~500~~ ~~per~~substantial ~~violation imposed through private litigation or~~ fines byand ~~state authorities. Additionally~~penalties, the ~~CCPA~~inability ~~provides for civil penalties of up~~ to ~~$7,500~~transfer ~~per~~data ~~violation~~(including ~~and allows private litigants affected by certain~~ data ~~breaches~~regarding toforeign ~~recover~~students) ~~significant~~and ~~statutory~~work ~~damages.~~with ~~Furthermore~~partners, ~~under~~vendors ~~the~~and EUother ~~GDPR~~third parties, ~~companies~~injunctions ~~may~~against ~~face~~our ~~temporary or definitive bans on data~~ processing, ~~fines of up to 20 million Euros~~ or 4%transferring of ~~annual global revenue (whichever is greater), audits and inspections, private litigation related to processing of~~ personal data ~~brought~~necessary ~~by classes of data subjects or consumer protection organizations authorized at law~~ to ~~represent~~operate ~~their~~our ~~interests~~business, among other ~~penalties~~consequences.

~~Inability~~We tohave ~~comply~~in ~~with~~the ~~applicable~~past ~~data~~and ~~transfer restrictions~~ may ~~also~~in ~~present~~the ~~unique~~future ~~risks.~~be Ifsubject ~~there~~to isregulatory noinvestigations ~~lawful~~and ~~manner~~actions ~~for~~or uslitigation toin ~~transfer~~connection ~~personal~~with ~~data~~any ~~from~~noncompliance ~~the~~with ~~EEA,~~our ~~the~~privacy UKobligations or ~~other~~a ~~jurisdictions~~security tobreach ~~the~~or ~~United~~related ~~States~~issue, orand ifwe ~~the~~could ~~requirements~~also be liable to third parties for athese ~~legally-compliant~~types ~~transfer~~of ~~are~~incidents. ~~too~~For ~~onerous~~instance, we ~~could~~have ~~face~~been ~~the~~subject ~~interruption~~to orlitigation ~~degradation~~and investigations as a result of ~~our~~past ~~operations~~security incidents, ~~the~~as ~~need~~further todescribed ~~relocate~~in ~~part~~the ofrisk orfactor ~~all~~titled “The compromise of our ~~business~~information technology systems or data, ~~processing~~including ~~activities~~through tocomputer ~~other~~malware, ~~jurisdictions~~viruses, athacking, ~~significant~~phishing ~~expense~~attacks, ~~increased~~spamming ~~exposure~~and toother ~~regulatory~~security ~~actions~~incidents, ~~substantial~~could ~~fines~~harm our business and ~~penalties~~results of operations,” and a consent order has been finally approved and entered by the ~~inability~~FTC related to ~~transfer~~the ~~data~~same, ~~(including~~as ~~data~~further ~~regarding~~described ~~foreign~~in ~~students)~~“Note ~~and~~10. ~~work~~Commitments ~~with~~and ~~partners~~Contingencies,” ~~vendors~~of ~~and~~our ~~other~~accompanying ~~third~~Notes ~~parties~~to Consolidated Financial Statements included in Part II, ~~injunctions~~Item ~~against~~8, ~~our~~“Consolidated ~~processing~~Financial orStatements ~~transferring~~and Supplementary Data” of ~~personal~~this ~~data~~Annual ~~necessary~~Report toon ~~operate~~Form ~~our~~10-K. ~~business~~We could face similar actions, ~~among~~or other ~~consequences~~actions related to our privacy and data security practices, in the future.

We have in the past and may in the future be subject to regulatory investigations and actions or litigation in connection with any noncompliance with our privacy obligations or a security breach or related issue, and we could also be liable to third parties for these types of incidents. For instance, we have been subject to litigation and investigations as a result of past security incidents, as further described in the risk factor titled “The compromise of our information technology systems or data, including through computer malware, viruses, hacking, phishing attacks, spamming and other security incidents, could harm our business and results of operations,” and a consent order has been finally approved and entered by the FTC related to the same, as further described in Note 10, “Commitments and Contingencies,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. We could face similar actions, or other actions related to our privacy and data security practices, in the future.

We are subject to privacy and cybersecurity laws across multiple jurisdictions which are highly complex, overlapping, and which create compliance challenges that may expose us to substantial costs, liabilities, or loss of customer trust. Our actual or perceived failure to comply with these laws could harm our business.

We have internal and publicly posted policies regarding our collection, processing, use, disclosure, deletion and security of information. Although we endeavor to comply with our policies and documentation, we may at times fail to do so or be accused of having failed to do so. The publication of our privacy policies and other documentation that provide commitments about data privacy and security can subject us to potential actions if they are found to be deceptive, unfair, or otherwise misrepresent our actual practices, which could materially and adversely affect our business, financial condition and results of operations. In addition, compliance with inconsistent or new privacy and cybersecurity laws could impact our business strategies and the availability of previously useful data, increase our potential liability, increase our compliance costs, require changes in business practices and policies and adversely impact our business.

Our business, including our ability to operate internationally, could be adversely affected if new legislation or regulations are adopted or due to changes in interpretations or implementations of current legislation and regulations.

Any new or significant change to applicable laws, regulations or industry standards or practices regarding the use, disclosure or other processing of personal data could adversely affect our business, including insofar as it may require us to modify our products and services and limit our ability to develop new products and services.

For example, proposed or recently adopted EU laws could significantly affect our business in the future. For example, the Digital Services Act or “DSA”, took effect in February of 2024, imposes ~~new~~ restrictions and requirements for our products and services, such as a prohibition on targeted advertising to minors in the EEA, and may significantly increase our compliance costs. The European ~~Commission's~~Union ~~proposed~~ AI Act ~~could~~establishes ~~also~~a ~~impose~~risk-based governance framework for AI and imposes new obligations orthat ~~limitations~~may ~~affecting~~affect our business, ifsuch as transparency requirements, training data obligations, and ~~when~~regular itevaluations ~~enters~~of ~~into~~AI ~~force~~model. The legal landscape with respect to privacy and data security in the U.S. and elsewhere is similarly in flux with a number of pending legislative and regulatory proposals that could have significant impacts on our business, if effected.

In addition, the ~~Federal~~FTC ~~Trade~~has ~~Commission~~moved ~~recently~~to ~~announced~~revive aits ~~final~~recently announced “click-to-cancel” rule, ~~that~~which will require subscription services like Chegg to make it as easy for consumers to cancel their enrollment as it was to sign up. The “click-to-cancel” rule was vacated by the U.S. Court of Appeals for the Eighth Circuit in July 2025, but the FTC submitted a new rulemaking process in January 2026. Other jurisdictions and states, such as California, are contemplating similar legislation. This new legislation and regulation could have a material negative impact on our business, financial condition, and results of operations.

34Risks Related to Our Securities

Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with such standards, could result in the delisting of our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stock.

On December 12, 2025, we were notified by the New York Stock Exchange (NYSE) that we are not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock as of December 11, 2025 was less than $1.00 over a consecutive 30 trading-day period. On, or around, December 24, 2025 we notified the

Table of Contents

~~jurisdictions~~NYSE that we intend to cure the stock price deficiency and ~~states~~to return to compliance with the NYSE continued listing standard. We can regain compliance at any time within an applicable cure period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period our common stock 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. Under the NYSE’s rules, ~~such~~if aswe ~~California~~determine that we will cure the stock price deficiency by taking an action that will require stockholder approval at our next annual meeting of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days. We are ~~contemplating~~considering ~~similar~~options ~~legislation~~to regain compliance with the NYSE’s minimum share price requirement or cure the deficiency, which may include, if necessary, effecting a reverse stock split, subject to approval by the board of directors and our stockholders. ~~This~~We ~~new~~cannot ~~legislation~~guarantee that closing price of our common stock will increase such that we will regain compliance with the NYSE’s minimum share price requirement during the cure period; that, if necessary, we will obtain stockholder approval with respect to a reverse stock split in order to cure the deficiency; or that we will remain in compliance with any of the NYSE’s other applicable continued listing standards. Our failure to regain compliance with the NYSE’s minimum share price requirement within the applicable cure period could lead to suspension and ~~regulation~~delisting procedures. Any suspension and delisting procedures taken by the NYSE, any future failure to remain in compliance with the NYSE’s continued listing standards, and any subsequent failure to timely resume compliance with the NYSE’s continued listing standards within the applicable cure period, if any, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, loss of confidence from stakeholders, employees and potential business partners, reducing the liquidity and market price of our common stock, adverse publicity, and a ~~material~~reduced interest in us from investors, analysts and other market participants. In addition, in the event of a delisting, holders of the 2026 notes will have the right to require us to repurchase all or a portion of their 2026 notes before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 notes to be repurchased, plus accrued and unpaid interest, if any. A suspension or delisting could impair our ability to raise additional capital through the public markets, result in negative ~~impact~~publicity, onadversely affect the market liquidity of our ~~business~~securities, ~~financial~~decrease ~~condition~~securities analysts’ coverage of us, diminish investor, supplier and ~~results~~employee confidence and impair our ability to attract and retain employees by means of ~~operations~~equity compensation.

Risks Related to Ownership of Our Common Stock

Our stock price has been and will likely continue to be volatile.

The trading price of our common stock has been, and is likely to continue to be, volatile. In addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, among others:

•our announcement of actual results for a fiscal period that are higher or lower than projected results or our announcement of revenues or earnings guidance that is higher or lower than expected;

•issuance of new or updated research or reports by securities analysts, including unfavorable reports or change in recommendation or downgrading of our common stock;

•announcements by us, our competitors, or other parties of significant products or features, technologies (including AI-related developments), acquisitions, strategic relationships and partnerships, joint ventures, or capital commitments;

•actual or anticipated changes in our growth rate relative to our competitors;

•changes in the economic performance or market valuations of actual or perceived comparable companies;

•future sales of our common stock by our officers, directors, and existing stockholders or the anticipation of such sales;

•issuances of additional shares of our common stock or convertible instruments in connection with acquisitions and capital raising transactions;

•share price and volume fluctuations attributable to inconsistent trading volume levels of our shares, including any common stock issued upon conversion of the notes;

•lawsuits threatened or filed against us;

•regulatory developments in our target markets affecting us, students, colleges, brands, ~~publishers,~~ or our competitors;

•the U.S. political climate, with a focus on cutting budgets, higher education, and taxation;

•terrorist attacks or natural disasters or similar events impacting countries where we operate; and

•general economic and market conditions.

Furthermore, both domestic and international stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of companies in general and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. Technology companies have been particularly susceptible to stock price volatility. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We have been and may continue to be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business and results of operations.

Table of Contents

We may be subject to short-selling strategies that may drive down the market price of our common stock.

Short selling occurs when an investor borrows a security and sells it on the open market, with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares. Because it is in the short seller’s best interests for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects, and similar matters calculated to or which may create negative market momentum. Short sellers can publicly attack a company’s reputation and business on a broader scale via online postings. In the past, the publication of such commentary about us by a disclosed short seller has precipitated a decline in the market price of our common stock, and future similar efforts by other short sellers may have similar effects.

In addition, if we are subject to unfavorable allegations promoted by short sellers, even if untrue, we may have to expend a significant amount of resources to investigate such allegations and defend ourselves from possible shareholder suits prompted by such allegations, which could adversely impact our business, results of operations, and financial condition.

Delaware law and provisions in our restated certificate of incorporation and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:

35•our Board is classified into three classes of directors with staggered three-year terms and directors can only be removed from office for cause and by the approval of the holders of at least two-thirds of our outstanding common stock;

~~Table~~•subject to certain limitations, our Board has the sole right to set the number of ~~Contents~~directors and to fill a vacancy resulting from any cause or created by the expansion of our Board, which prevents stockholders from being able to fill vacancies on our Board;

~~stockholder~~•only ~~for~~our aBoard ~~period~~is ofauthorized ~~three~~to ~~years~~call ~~after the person becomes an interested stockholder, even if~~ a ~~change~~special ofmeeting ~~control would be beneficial to our existing stockholders. In addition, our restated certificate~~ of ~~incorporation and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:~~stockholders;

•our board of directors is classified into three classes of directors with staggered three-year terms and directors can only be removed from office for cause and by the approval of the holders of at least two-thirds of our outstanding common stock;

•subject to certain limitations, our board of directors has the sole right to set the number of directors and to fill a vacancy resulting from any cause or created by the expansion of our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors;

•only our board of directors is authorized to call a special meeting of stockholders;

•our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of common stock;

•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;

•our stockholders cannot act by written consent;

•our restated bylaws can only be amended by our ~~board~~Board ~~of directors~~ or by the approval of the holders of at least two-thirds of our outstanding common stock; and

•certain provisions of our restated certificate of incorporation can only be amended by the approval of the holders of at least two-thirds of our outstanding common stock.

In addition, our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our restated certificate of incorporation, or our bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. This exclusive forum provision will not apply to claims that are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not preclude the filing of claims brought to enforce any liability or duty created by the Exchange Act or Securities Act of 1933, as amended (Securities Act) or the rules and regulations thereunder in federal court.

Our securities repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.33

In November 2024, our board of directors approved a $300.0 million increase to our existing securities repurchase program authorizing the repurchase of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, alternative investment opportunities, and other factors. As of December 31, 2024, we had $207.5 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.

Repurchases pursuant to our securities repurchase program could affect the price of our common stock and increase its volatility. The existence of our securities repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could reduce the market liquidity for our common stock. Additionally, repurchases under our securities repurchase program will diminish our cash reserves, which could impact our ability to further develop our business and service our indebtedness. There can be no assurance that any repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase securities after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our securities repurchase program is intended to enhance long-term stockholder value, short-term price fluctuations could reduce the program’s effectiveness.

Table of Contents

~~Risks~~Our ~~Related~~securities torepurchase ~~Our~~program ~~Convertible~~could ~~Senior~~affect ~~Notes~~the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

In November 2024, our Board approved a $300.0 million increase to our existing securities repurchase program authorizing the repurchase of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, alternative investment opportunities, and other factors. As of February 20, 2026, as a result of the Note Repurchase Transaction defined in the following risk factor, we had $122.4 million remaining under the securities repurchase program. The securities repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our Board.

Repurchases pursuant to our securities repurchase program could affect the price of our common stock and increase its volatility. The existence of our securities repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could reduce the market liquidity for our common stock. Any repurchases made pursuant to our securities repurchase program, including for our goal of repurchasing our outstanding 2026 notes by the end of 2026, will diminish our cash reserves, which could impact our ability to further develop our business and service our indebtedness. There can be no assurance that any repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase securities after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our securities repurchase program is intended to enhance long-term stockholder value, short-term price fluctuations could reduce the program’s effectiveness.

Servicing our convertible senior notes requires a significant amount of cash, and we may not have sufficient cash flow or cash on hand to repay them, settle conversions in cash or to repurchase them upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase.

In August 2020, we issued $1.0 billion in aggregate principal amount of 0%2026 ~~convertible~~notes, ~~senior~~which ~~notes~~as ~~due~~of inDecember ~~2026~~31, ~~(2026~~2025 ~~notes).~~had Inan ~~March/April~~outstanding ~~2019,~~principal weamount ~~issued~~of $~~800~~53.9 million. inOn ~~aggregate~~February ~~principal~~13, ~~amount~~2026, ofwe ~~0.125% convertible~~entered ~~senior~~into ~~notes~~an ~~due~~individual, inprivately ~~2025~~negotiated ~~(2025~~repurchase ~~notes,~~agreement ~~together~~ with ~~the~~a holder of our outstanding 2026 notes, ~~the~~to ~~notes)~~repurchase $20.0 million ~~The~~in aggregate principal ~~amounts~~amount of ~~both~~ the 2026 notes ~~and~~for ~~2025~~an ~~notes~~aggregate ~~include~~cash ~~$100~~repurchase ~~million~~price ~~from~~of $19.4 million (the ~~initial~~“Notes ~~purchasers~~Repurchase ~~fully~~Transaction”). ~~exercising~~The ~~their~~Notes ~~option~~Repurchase toTransaction ~~purchase~~was ~~additional~~entered ~~notes.~~into Asin ofconnection ~~December 31,~~with ~~2024,~~our ~~the~~previously ~~outstanding~~announced ~~principal~~securities ~~amount~~repurchase ofprogram ~~our~~and ~~2026~~closed ~~notes~~on ~~and~~February ~~2025~~20, ~~notes~~2026. ~~was~~Following ~~$128~~the closing, $33.9 million ~~and~~aggregate ~~$359~~principal ~~million,~~amount ~~respectively.~~of the 2026 notes remain outstanding

~~The notes were issued in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act.~~ Our ability to make scheduled payments of ~~the principal of, to pay interest on,~~ or to refinance our indebtedness, including the 2026 notes, depends on our future performance, which is subject to many factors, including, economic, financial, competitive and other, beyond our control. We may not be able to generate cash flow from operations, in the foreseeable future, sufficient to service any of our debt and make necessary capital expenditures and may therefore be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance the 2026 notes will depend on the capital markets and our financial condition at such time. Given the volume of our repurchases of the 2026 notes to date and our intention to repurchase all of the outstanding 2026 notes by the end of 2026, our future repurchases may be restrained by the quantity available for sale on the capital markets. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, and limit our flexibility in planning for and reacting to changes in our business.

Holders of the 2026 notes will have the right to require us to repurchase all or a portion of their 2026 notes upon the occurrence of a fundamental change, which includes if our common stock ceases to be listed on the New York Stock Exchange, before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2026 notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2026 notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2026 notes surrendered therefore or pay cash with respect to 2026 notes being converted. If we elect to deliver shares of our common stock to settle such conversion, the issuance of our common stock may cause immediate and significant dilution.

In addition, our ability to repurchase the 2026 notes or to pay cash upon conversions of 2026 notes may be limited by law, regulatory authority or agreements governing any future indebtedness. Our failure to repurchase the 2026 notes at a time when the repurchase is required by the indenture or to pay cash upon conversions of notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or to pay cash upon conversions of notes.

Table of Contents

when the repurchase is required by the indenture or to pay cash upon conversions of 2026 notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing any future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2026 notes or to pay cash upon conversions of 2026 notes.

General Risk Factor

Our operations are susceptible to earthquakes, floods, rolling blackouts and other types of power loss, and public health crises. If these or other natural or man-made disasters were to occur, our business and results of operations would be adversely affected.

Our business and operations could be materially adversely affected in the event of earthquakes, blackouts, or other power losses, floods, fires, telecommunications failures, break-ins, acts of terrorism, wars, ~~including the war in Ukraine and the Israel-Hamas war,~~ public health crises, inclement weather, shelving accidents, or similar events. ~~Our executive offices are located in the San Francisco Bay Area, an earthquake-sensitive area and susceptible to wildfires.~~ If floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties or ~~our~~those ~~distribution~~of ~~partners’~~our ~~ability~~service ~~to fulfill orders for print textbook rentals and sales~~providers, our results of operations would suffer~~, especially if such events were to occur during peak periods~~. We may not be able to effectively shift our operations due to disruptions arising from the occurrence of such events, and our business and results of operations could be affected adversely as a result. ~~Moreover, damage to or total destruction of our executive offices resulting from earthquakes may not be covered in whole or in part by any insurance we may have.~~

Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Chegg and its Board ~~of Directors (the “Board”)~~ recognize the critical importance of maintaining the trust and confidence of our students, business partners, and employees. We have established an ~~Information Security and Governance Program (“~~ISP") utilizing the National Institute of Standards and Technology Cybersecurity Framework as an authoritative source of cybersecurity standards and framework for measurement. The ISP is comprised of the following components: (i) policies which describe the core requirements and design aspects of the program, (ii) standards that provide quantifiable and prescriptive requirements to meet the program's design, (iii) processes that provide operational requirements to meet the ISP's policies and standards consistently, and (iv) implementation playbooks which are created, maintained, and used by the respective team responsible for implementation.

The ISP has three core functions underlying its design, which are intended to provide Chegg with appropriate oversight and governance to execute, monitor, measure and report on the performance of the program in a consistent manner:

•management (control owners) have a responsibility to own and manage risks associated with day-to-day operations, including the design, implementation, and ongoing operation of controls;

•compliance and cybersecurity teams enable the identification of emerging risks in daily operation of our business, providing compliance and oversight in the form of frameworks, policies, tools, and techniques to support management; and

•third-party independent assessors provide objective evaluation by assessing whether the first and second functions above are operating successfully, providing assurance that controls are effective in both design and operation.

The Audit Committee of the Board (the “Audit Committee”) provides independent oversight of the ISP. As a component of the ISP, the Audit Committee receives a report on the health and performance of the ISP on at least an annual basis. The Audit Committee provides guidance and oversight to help ensure the ISP meets the needs of all interested parties and fulfills its core functions. Management provides the Audit Committee a quarterly update on cybersecurity risks and incidents. Cybersecurity risks, including through oversight of the ISP, are considered alongside other operational and strategic risks as part of Chegg’s broader risk management and reporting.

Our Trust and Security organization (“T&S”) is responsible for implementing the ISP. T&S is led by our Chief Information Security Officer (“CISO”), ~~Lonnie Benavides,~~ who reports to our Chief Technology Officer (“CTO”)~~, Chuck Geiger~~. T&S is made up of two sub-teams, each led by a director who reports to the CISO:

•Information Security, which is responsible for implementing all aspects of the ISP and is structured around the following pillars: (i) Application Security, (ii) Infrastructure (Cloud) Security, (iii) Corporate IT Security, and (iv) Security Operations~~, and (v) Governance and Risk Management~~.

•Compliance and Privacy, which is responsible for assessing and preparing internal teams for regulatory compliance pertaining to information security, secured financial reporting, and privacy and is structured around the following pillars: (i) Privacy, (ii) Compliance, (iii) Vendor Risk Management, and (iv) Security Awareness. 35

T&S also partners with other dedicated teams which report to our CTO:

•Operations and Analytics, which is responsible for identifying and measuring consumer fraud and abuse of our customer-facing services, implementing manual and automated operations to ensure these are within acceptable bounds, and working with our product and engineering teams to design and implement longer term solutions.

•Security and Fraud Engineering, which is responsible for building libraries, services, and integrations that interface with both backend and vendor systems to support the objectives of T&S.

Mr. Benavides joined Chegg in 2024 and has served various roles in information technology and security for over 25 years, including serving as CISO of a mortgage servicing company prior to joining Chegg. Mr. Benavides holds an undergraduate degree in Information Technology with a specialization in Information Assurance and Security and was a distinguished graduate of the US Air Force Secure Communications school. Mr. Geiger holds an undergraduate degree in computer science and has served in various roles in information technology for over 30 years, including serving as either the CTO or Executive Vice President of Technology of four companies prior to joining Chegg. Our CEO, CFO and General Counsel each hold degrees in their respective fields, and each have over 20 years of experience managing risks at Chegg and other companies, including risks arising from cybersecurity threats.

Table of Contents

~~For~~•Compliance ~~discussion~~and ofPrivacy, ~~our~~which ~~risk~~is ~~factors~~responsible ~~relating~~for assessing and preparing internal teams for regulatory compliance pertaining to ~~cybersecurity~~information ~~and~~security, ~~data~~secured ~~privacy~~financial reporting, ~~see~~and ~~the~~privacy ~~“Risks~~and ~~Related~~is tostructured ~~Data~~around the following pillars: (i) Privacy”, ~~section~~(ii) ~~included~~Compliance, in(iii) ~~Part~~Vendor IRisk Management, ~~Item~~(iv) 1ASecurity Awareness, ~~“Risk~~(v) ~~factors”~~Governance ofand ~~this~~Risk ~~Annual~~Management, ~~Report~~and on(vi) ~~Form~~Privacy ~~10-K~~and Abuse Engineering.

Our CISO has served various roles in information technology and security for over 25 years, including serving as CISO. Our CISO holds an undergraduate degree in Information Technology with a specialization in Information Assurance and Security and was a distinguished graduate of the US Air Force Secure Communications school. Our CTO holds an undergraduate degree in computer science and has more than 25 years of experience in technology and operations. Our CEO and CFO each hold degrees in their respective fields, and each have over 20 years of experience managing risks at Chegg and other companies, including risks arising from cybersecurity threats.

During the year ended December 31, 2025, Chegg did not experience any cybersecurity threats or incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. For discussion of our risk factors relating to cybersecurity and data privacy, see the “Risks Related to Data Privacy” section included in Part I, Item 1A, “Risk factors” of this Annual Report on Form 10-K.

ITEM 2. PROPERTIES

~~Our~~As ~~corporate~~of ~~headquarters~~December ~~are~~31, ~~located in Santa Clara~~2025, ~~California~~we ~~and~~no ~~consist~~longer ofmaintain ~~approximately~~a ~~45,000~~corporate ~~square~~headquarters ~~feet~~office ofin ~~space~~the ~~under~~U.S. aas ~~lease~~we ~~that~~do ~~expires~~not inbelieve ~~November~~this ~~2028.~~is Wenecessary ~~have~~to ~~additional~~support ~~offices~~our inglobally-distributed ~~Oregon~~workforce. inWe ~~the~~lease ~~United~~corporate ~~States~~offices ~~and~~ internationally in India, the United Kingdom, ~~India,~~ and Spain. ~~Our~~which ~~corporate office leases~~ expire at varying times between ~~2025~~2026 and 2033. We believe our facilities are adequate for our current needs and for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

We may from time to time be ~~subject~~involved toin certain legal proceedings and ~~claims~~regulatory compliance matters in the ordinary course of business, including claims of alleged infringement of trademarks, patents, copyrights, and other intellectual property rights; employment claims; and ~~general~~contractual ~~contract~~and related disputes brought through private actions, class actions, administrative proceedings, regulatory actions or other ~~claims~~litigation. We may also, from time to time, be ~~subject~~involved toin various legal or government claims, demands, disputes, investigations, or requests for information. Such matters may include, but not be limited to, claims, disputes, or investigations related to warranty, refund, breach of contract, employment, intellectual property, government regulation, or compliance or other matters. For further information on our legal proceedings, see “Note 10,. “Commitments and Contingencies,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

InOn ~~addition, on~~ February 24, 2025, we filed a complaint in the U.S. District Court for the District of Columbia against Google ~~LLC and Alphabet Inc. ("Google")~~, asserting federal antitrust claims and common-law unjust enrichment claims, in connection with Google's expansion of its AIO search experience, and seeking damages, restitution, disgorgement, and injunctive relief. Google moved to dismiss the amended complaint on July 25, 2025. Given the nature of the case, including that the proceedings are in their early stages, we are unable to predict the ultimate outcome of the case ~~or whether Google will seek to counter claim, or the likelihood of success should Google do so~~.

In addition, we may in the future be subject to additional inquiries, investigations, litigation or other proceedings or actions, regulatory or otherwise. An unfavorable outcome of any such litigation or regulatory proceeding or action could have a material adverse effect on our business, financial condition and results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

3936

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the New York Stock Exchange under the symbol “CHGG.”

Stockholders of Record

As of ~~January~~February 3128, ~~2025~~2026, there were 2523 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends

We do not intend to declare or pay any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.

Recent Sales of Unregistered Securities

We had no unregistered sales of our securities during the ~~three~~year ~~months~~ ended December 31, ~~2024~~2025.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our common stock during the three months ended December 31, ~~2024~~2025.

Securities Repurchase Program

In November 2024, our ~~board~~Board ~~of directors~~ approved a $300.0 million increase to our existing securities repurchase program authorizing the repurchase of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, alternative investment opportunities, and other factors. As of December 31, ~~2024~~2025, we had $~~207~~141.58 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our ~~board of directors~~Board.

Table of Contents

Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Chegg under the Securities Act or the Exchange Act.

The following graph presents a comparison from December 31, 2019, through December 31, 2024, of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and the NASDAQ Composite Index (NASDAQ Composite). The graph assumes that $100 was invested at the market close on December 31, 2019, in the common stock of Chegg, Inc., the S&P 500 and the NASDAQ Composite and data for the S&P 500 and the NASDAQ Composite assumes reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

ITEM 6. [RESERVED]

4137

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. We have omitted discussion of the earliest of the three years of financial condition and results of operations and this information can be found in Part III, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, filed with the SEC on February 2024, ~~2024~~2025, which is available free of charge on the SEC's website at sec.gov and on our website at investor.chegg.com. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See the section titled “Note about Forward-Looking Statements” in this Annual Report on Form 10-K for additional information. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Part I, Item 1A, “Risk Factors.”

Overview

~~Exploration~~Our service and product offerings fall into two categories: Chegg Skilling and Academic Services, which are described below. We have changed our revenue disaggregation from Subscription Services and Skills and Other to Chegg Skilling and Academic Services to better reflect the nature of ~~Strategic~~revenue ~~Alternatives~~and cash flows.

OnChegg ~~February~~Skilling 24, 2025, we announced that we are undertaking a strategic review process and exploring a range of alternatives to maximize shareholder value, including being acquired, undertaking a go-private transaction, or remaining as a standalone public company. This review will be ongoing with our continued investment, innovation, and execution. We have not set a timetable for the completion of this process, and there can be no assurance that it will result in any transaction or outcome.

~~Business~~Our ~~Updates~~language learning platform provides subscribers access to a premium language learning platform that offers comprehensive support through self-paced lessons, live classes with expert tutors and ~~Developments~~a community of members to practice alongside. A team of leading experts have developed our online learning instruction to bring students from novice to advanced speakers in a fast-paced, enjoyable environment and we currently offer comprehensive courses taught by highly qualified teachers in 14 languages.

~~Recent~~We ~~technological~~also ~~shifts,~~provide ~~notably~~workforce ~~Google's~~skilling ~~roll~~programs ~~out~~that ofhelp AIemployers ~~Overviews~~develop ~~(AIO)~~ and ~~continued~~retain ~~increase~~talent. inOur ~~adoption~~workforce ofskilling ~~free~~programs ~~and~~align ~~paid~~workforce ~~generative~~needs AIwith ~~services~~learner outcomes by ~~students,~~combining ~~have~~in-demand ~~created~~technical ~~and~~skills ~~are~~such ~~expected~~as toAI, ~~continue~~coding, todata ~~create~~analytics, ~~headwinds for our industry~~ and ~~our business~~cybersecurity, ~~most~~with ~~notably~~foundational abusiness ~~reduction in traffic to our website~~ and ~~customers~~human-centered ~~subscribing~~durable ~~to our services~~skills. InWe ~~mid-August,~~keep ~~Google~~our ~~broadly~~portfolio ~~rolled~~current ~~out~~by ~~its~~working ~~AIO~~closely ~~search~~with ~~experience~~employers, orincluding ~~AIO,~~Fortune ~~which~~1000 ~~displays~~companies, ~~AI-generated~~to ~~content~~understand atemerging ~~the~~role ~~top~~requirements ofand ~~its~~workforce ~~search results~~needs. ~~This~~Programs ~~experience~~feature engaging, ~~which~~modular ~~includes~~online ~~questions~~content, ~~and~~practice ~~solutions for education~~opportunities, ~~keeps~~and ~~users~~support. onOur ~~Google~~platform ~~search~~tracks ~~results~~learner ~~versus~~progress ~~leading~~in ~~them~~real ~~onto~~time, ~~our~~delivering ~~site.~~predictive ~~AIO’s~~nudges ~~prevalence has grown~~ and ~~will~~timely ~~only~~interventions ~~continue~~that toimprove ~~increase.~~engagement, ~~While~~retention, ~~we continue to study the changes~~ and ~~adjust~~completion ~~our~~rates. ~~SEO~~Our ~~strategy,~~approach weis ~~expect~~informed ~~Google~~by tolearning ~~continue~~science ~~its shift from being a search origination point~~ to ~~the~~help ~~destination~~skills stick, ~~which~~so ~~could~~learners ~~materially~~can ~~adversely~~apply ~~affect~~what ~~our~~they ~~business,~~learn ~~operating~~with ~~results~~confidence ~~and~~at ~~financial condition~~work.

In addition, across our industry, there has been a continued increase in the adoption of free and paid generative AI products for academic support, and students are increasingly turning to generative AI for academic support, such as homework and exams, as well as assistance in other areas of daily life. This issue impacts education technology companies broadly, where students see generative AI products like Chat GPT and others as strong alternatives to vertically specialized solutions for education such as Chegg. These developments have negatively impacted our industry and our business and are expected to continue to impact our overall traffic and accelerate the decline in the number of new subscribers that sign up for our services, 38

Table of Contents

~~resulting~~Academic ~~in continued negative impacts to our growth, business, operating results and financial condition. See Part II, Item 1A, “Risk Factors” for additional details.~~Services

InOur ~~June~~legacy ~~2024,~~academic welearning ~~undertook~~services aare ~~strategic~~headlined ~~restructuring~~by ~~plan~~Chegg ~~based~~Study onPack, ~~the~~a ~~environment~~premium insubscription ~~which~~bundle wethat ~~were~~includes ~~operating~~all toof ~~realign our expenses with~~ the ~~revenue~~benefits ~~trends at the time. The June 2024 restructuring plan included a reduction in workforce, the closure~~ of ~~two~~Chegg ~~offices~~Study, ~~and a change in our~~ Chegg ~~Skills~~Writing ~~offering~~and ~~such that we no longer offer~~ Chegg ~~Skills directly to customers~~Math. ~~Since~~Chegg ~~then,~~Study ~~the~~subscribers ~~factors described above~~ have ~~negatively~~access ~~impacted~~to ~~our~~personalized, ~~business~~step-by-step ~~and~~learning ~~our~~support ~~outlook.~~powered Asby ~~a result~~AI, incomputational ~~November 2024~~engines, weand ~~announced~~subject anmatter ~~additional~~experts. ~~restructuring~~Subscribers ~~plan~~engage towith ~~further~~our ~~manage~~conversational ~~costs~~experience ~~and~~that ~~align~~delivers ~~with~~ the ~~market.~~right ~~The~~support ~~November~~at ~~2024~~the ~~restructuring~~right ~~plan~~time. ~~included~~Our aChegg ~~reduction~~Writing insubscription ~~workforce~~service ~~and~~consists ~~the closure~~ of ~~one~~a ~~office.~~suite ~~During~~of ~~the~~essential ~~year~~tools ~~ended~~including ~~December~~plagiarism ~~31,~~detection ~~2024~~scans, wegrammar ~~recorded $24.6 million of restructuring charges~~ and ~~for~~writing ~~fiscal~~fluency ~~year 2025~~checking, weexpert ~~expect~~personalized towriting ~~realize~~feedback, ~~cost~~and ~~savings~~premium ascitation ~~a result of the restructuring plans~~generation. ~~See~~Subscribers ~~Part~~can I,also ~~Item~~have ~~1A,~~a ~~“Risk~~writing ~~Factors”,~~professional ~~Note~~proofread 6,papers ~~“Property~~for ~~and~~personalized ~~Equipment,~~feedback. ~~Net”,~~Our ~~and~~Chegg ~~Note~~Math ~~15,~~subscription ~~“Restructuring~~service ~~Charges”~~provides ofstudents ~~our~~with ~~accompanying~~a ~~Notes~~computational engine to ~~Consolidated~~help ~~Financial~~them ~~Statements~~understand ~~included~~and insolve ~~Part~~math ~~II,~~problems. ~~Item~~We 8,also ~~“Financial~~work ~~Statements”~~with ofleading ~~this~~brands ~~Annual~~and ~~Report~~programmatic onpartners ~~Form~~to ~~10-K~~deliver ~~for~~advertising ~~additional~~across ~~information~~our platforms.

InConclusion ~~September 2024 and June 2024, in consideration~~ of ~~the~~Process sustained decline in our stock price, industry developments, and our financial performance, we determined that impairment tests for our goodwill, intangible assets and property and equipment were necessary. As a result, we recorded $677.2 million of impairment expense during the year ended December 31, 2024. See Note 6, “Property and Equipment, Net” and Note 7, “Goodwill and Intangible Assets” of our accompanying Notes to ~~Consolidated~~Explore ~~Financial~~Strategic ~~Statements included in Part II, Item 1, “Financial Statements” of this Annual Report on Form 10-K for additional information.~~Alternatives

~~During~~On ~~the~~February ~~years~~24, ~~ended~~2025, ~~December~~we ~~31,~~announced ~~2024,~~that we were undertaking a strategic review process and ~~2023~~exploring a range of alternatives to maximize shareholder value, weincluding ~~generated~~being ~~net~~acquired, ~~revenues~~undertaking ofa ~~$617.6~~go-private ~~million~~transaction, ~~and~~or ~~$716~~remaining as a standalone public company.3 ~~million~~On October 27, ~~respectively~~2025, ~~and~~we inannounced that our Board unanimously approved the ~~same~~conclusion ~~periods~~of ~~had~~its areview ~~net~~of ~~loss~~strategic alternatives in support of ~~$837.1~~the ~~million~~evolution ~~and~~of our business, including into a ~~net~~skilling-focused ~~income~~business-to-business oforganization, ~~$18~~building on existing relationships with businesses in professional language learning, workplace readiness and AI-related skills courses.2 ~~million~~In connection with this transformation, we are restructuring the way we operate our academic learning products.

WeBusiness ~~have~~Updates ~~presented revenues for our two product lines, Subscription Services~~ and Skills and Other, based on how students view us and the utilization of our products by them. More detail on our two product lines is discussed in the next two sections titled “Subscription Services” and “Skills and Other.”Developments

~~Subscription~~Recent ~~Services~~technological shifts, notably Google's AI Overviews search experience, or AIO, and continued increase in adoption of free and paid generative AI services by students, have created and are expected to continue to create headwinds for our industry and our business, most notably a reduction in traffic to our website and customers subscribing to our services. In August 2024, Google broadly rolled out AIO, which displays AI-generated content at the top of its search results. This experience, which includes questions and solutions for education, keeps users on Google search results versus leading them onto our site. AIO’s prevalence has grown and will only continue to increase. We expect Google to continue its shift from being a search origination point to the destination, which we believe has materially adversely affected our business, operating results and financial condition.

~~Our~~In ~~Subscription~~addition, ~~Services~~across ~~can~~our beindustry, ~~accessed~~there ~~internationally~~has ~~through~~been ~~our~~a ~~websites~~continued ~~and~~increase onin ~~mobile~~the ~~devices~~adoption ~~and~~of ~~include~~free ~~Chegg~~and ~~Study~~paid ~~Pack,~~generative ~~Chegg~~AI ~~Study,~~products ~~Chegg~~for ~~Writing,~~academic ~~Chegg Math~~support, and ~~Busuu.~~students ~~Students~~are ~~typically~~increasingly ~~pay~~turning to ~~access~~generative ~~our~~AI ~~Subscription~~for ~~Services~~academic onsupport, asuch ~~monthly~~as ~~basis.~~homework ~~Revenues~~and ~~from~~exams, ~~our~~as ~~Subscription~~well ~~Services are primarily recognized ratably over the monthly subscription period whereas the number of subscribers are determined~~ as ~~those~~assistance ~~who have paid to access our services at any time during the period. Changes~~ in ~~revenues~~other ~~are~~areas ~~primarily~~of ~~related~~daily ~~to changes in subscribers~~life. ~~Our~~This ~~Chegg~~issue ~~Study~~impacts ~~subscription~~education ~~service~~technology ~~provides~~companies ~~access to personalized~~broadly, ~~step-by-step~~where ~~learning~~students ~~support~~see ~~powered~~generative by AI, ~~computational~~products ~~engines,~~like ChatGPT and ~~subject~~others ~~matter~~as ~~experts.~~strong ~~When~~alternatives ~~students~~to ~~need~~vertically ~~writing~~specialized ~~help,~~solutions ~~including plagiarism detection scans and creating citations~~ for ~~their~~education ~~papers,~~such ~~they~~as ~~can use our~~ Chegg ~~Writing subscription service~~. ~~Our~~These ~~Chegg~~developments ~~Math~~have ~~subscription~~negatively ~~service~~impacted ~~helps~~our ~~students~~industry ~~understand~~and ~~math~~our bybusiness ~~providing~~and aare ~~step-by-step~~expected ~~math~~to ~~solver~~continue ~~and~~to ~~calculator.~~impact ~~We also offer~~ our ~~Chegg~~overall ~~Study~~traffic ~~Pack~~and asaccelerate athe ~~premium~~decline ~~subscription~~in ~~bundle~~the number of ~~our~~new ~~Chegg~~subscribers ~~Study,~~that ~~Chegg~~sign ~~Writing,~~up ~~and~~for ~~Chegg~~our ~~Math~~ services., ~~Subscribers~~resulting toin ~~Busuu~~continued ~~have~~negative ~~access~~impacts to aour ~~premium~~growth, ~~language~~business, ~~learning~~operating ~~platform~~results ~~that~~and ~~offers~~financial ~~comprehensive~~condition. ~~support~~See ~~through~~Part ~~self-paced lessons~~I, ~~live~~Item ~~classes~~1A, ~~with~~“Risk ~~expert~~Factors” ~~tutors~~for ~~and~~additional ~~a huge community of members to practice alongside~~details.

~~Skills~~In May 2025 and ~~Other~~October 2025, we announced workforce reductions that resulted in management approved restructuring plans, which also included the closure of our offices in the United States. During the year ended December 31, 2025, we recorded $51.5 million of restructuring charges and for fiscal year 2026, we expect to realize cost savings as a result of the restructuring plans. See Part I, Item 1A, “Risk Factors”, “Note 9. Leases”, and “Note 15. Restructuring Charges” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information.

~~Our~~During ~~Skills~~the ~~and~~years ~~Other~~ended ~~product~~December ~~line includes revenues from Chegg Skills~~31, ~~advertising services~~2025, ~~print textbooks~~ and ~~eTextbooks.~~2024, ~~Our~~we ~~Chegg~~generated ~~Skills~~net ~~learning~~revenues ~~platform~~of ~~offers professional courses focused on the latest technology skills~~$376.9 Wemillion ~~work with leading brands~~ and ~~programmatic partners to deliver advertising across our platforms~~$617.6 Wemillion, ~~also~~respectively, ~~provide~~and ain ~~platform~~the ~~for~~same ~~students~~periods tohad ~~rent~~net orlosses ~~buy~~of ~~print~~$103.4 ~~textbooks~~million and ~~eTextbooks~~$837.1 million, ~~which helps students save money compared to the cost of buying new~~respectively.

Seasonality of Our Business

Revenues from Subscription Services are primarily recognized ratably over the subscription term, which has generally resulted in our highest revenues and profitability in the fourth quarter as it reflects more days of the academic year. Certain variable expenses, such as marketing expenses, remain highest in the first and third quarters such that our profitability may not provide meaningful insight on a sequential basis. As a result of these factors, the most concentrated periods for our revenues and expenses do not necessarily coincide, and comparisons of our historical quarterly results of operations on a sequential basis may not provide meaningful insight into our overall financial performance.

Table of Contents

Components of Results of Operations

Net Revenues

We recognize revenues net of allowances for refunds or charge backs from our payment processors who process payments from credit cards, debit cards, and PayPal. Revenues from ~~Chegg~~our ~~Study~~language ~~Pack,~~learning ~~Chegg~~platform ~~Study, Chegg Writing, Chegg Math,~~ and ~~Busuu~~Academic Services are primarily recognized ratably over the monthly subscription period. Revenues from ~~Chegg~~our ~~Skills~~workforce ~~are~~skilling ~~recognized~~programs ~~over the delivery period, adjusted for an estimate of non-redemption. Revenues from advertising services~~ are ~~recognized upon fulfillment. Revenues from print textbooks and eTextbooks are recognized immediately.~~

Table of Contents

recognized over the delivery period, adjusted for an estimate of non-redemption, or upon fulfillment. Revenues from advertising services and content licensing are recognized upon fulfillment.

Cost of Revenues

~~Our~~Cost ~~cost~~ of revenues consists primarily of expenses associated with the delivery and distribution of our products and services. ~~Cost~~including ~~of revenues primarily consists of~~ content amortization expense ~~related to content that we develop~~, ~~license from publishers, or acquire through acquisitions,~~ web hosting fees, customer support fees, payment processing costs, amortization of acquired intangible assets, employee-related expenses, which includes salaries, benefits and share-based compensation expense, contractor costs, and other direct costs related to providing content or services. In addition, cost of revenues includes allocated information technology and facilities costs.

Operating Expenses

We classify our operating expenses into three categories: research and development, sales and marketing, and general and administrative. One of the most significant components of our operating expenses is employee-related expenses, which include salaries, benefits, and share-based compensation expense. We allocate certain costs to each expense category, primarily based on the headcount in each group at the end of a period. ~~As our business grows, our operating expenses may increase over time to expand capacity and sustain our workforce.~~

Research and Development

Research and development expenses consist of employee-related expenses, which includes salaries, benefits, and share-based compensation expense for employees on our product, engineering, and technical teams who are responsible for maintaining our website, developing new products, and improving existing products. Research and development expenses also include technology costs to support our research and development, web hosting fees, contractor costs, and outside services. We expense substantially all of our research and development expenses as they are incurred. Our research and development expenses continue to support new products and services as well as expand our infrastructure capabilities to support back-end processes associated with our revenue transactions and internal systems. ~~We intend to continue making significant investments in developing new products and services and enhancing the functionality of existing products and services.~~

Sales and Marketing

Sales and marketing expenses consist of user and advertiser-facing marketing and promotional expenditures through a number of targeted online marketing channels, sponsored search, display advertising, social media campaigns, and other initiatives. We incur employee-related expenses, which includes salaries, benefits and share-based compensation expenses for our employees engaged in marketing, business development and sales, and sales support functions~~, and amortization of acquired intangible assets~~. Our marketing expenses are largely variable and to the extent there is increased or decreased competition for these traffic sources, or to the extent our mix of these channels' shifts, we could see a corresponding change in our sales and marketing expenses.

General and Administrative

General and administrative expenses consist of employee-related expenses, which includes salaries, benefits and share-based compensation expense for certain executives as well as our finance, legal, human resources and other administrative employees. In addition, general and administrative expenses include outside services, legal and accounting services, and facilities expense.

Table of Contents

Impairment Expense

Impairment expense consists of impairments of goodwill, intangible assets, and property and equipment, net.

Interest Expense, Net and Other Income, Net

Interest expense, net consists primarily of ~~interest expense on~~ the amortization of debt issuance costs related to the convertible senior notes. Other income, net consists primarily of interest income, gains on early extinguishment of the convertible senior notes, and realized gains/ and losses on the sale of our investments.

Provision For Income Taxes

Provision for income taxes consists primarily of ~~federal and~~ state income taxes in the United States and income taxes in certain non-USU.S. jurisdictions.

Table of Contents

Results of Operations

The following table presents our historical consolidated statements of operations (in thousands, except percentage of total net revenues):

Years Ended December 31,

2024

2023

2025

2024

Net revenues

~~617~~376,~~574~~908

100

~~716~~617,~~295~~574

100

Cost of revenues(1)

~~180~~152,~~927~~151

2940

~~225~~180,~~941~~927

3229

Gross profit

~~436~~224,~~647~~757

7160

~~490~~436,~~354~~647

6871

Operating expenses:

Research and development(1)

~~170~~93,~~431~~453

2825

~~191~~170,~~705~~431

2728

Sales and marketing(1)

~~108~~68,~~329~~754

~~126~~108,~~591~~329

General and administrative(1)

~~217~~177,~~756~~406

3547

~~236~~217,~~183~~756

3335

Impairment expense

~~677~~2,~~239~~000

~~n/m~~1

3677,~~600~~239

—n/m

Total operating expenses

1341,~~173,755~~613

~~n/m~~91

~~558~~1,~~079~~173,755

78n/m

Loss from operations

(~~737~~116,~~108~~856)

~~n/m~~(31)

(67737,~~725~~108)

~~(10)~~n/m

Total interest expense, net and other income, net

4816,~~742~~714

~~118~~48,~~037~~742

179

(Loss) income before provision for income taxes

(688,366)

n/m

50,312

Loss before provision for income taxes

(100,142)

(27)

(688,366)

n/m

Provision for income taxes

(~~148~~3,~~702~~279)

~~n/m~~(1)

(32148,~~132~~702)

~~(4)~~n/m

Net (loss) income

(837,068)

n/m

18,180

Net loss

(103,421)

(28)

(837,068)

n/m

(1) Includes share-based compensation expense and restructuring charges as follows:

Share-based compensation expense:

Cost of revenues

~~1,786~~503

21,~~256~~786

Research and development

286,~~044~~812

4428,~~103~~044

Sales and marketing

72,~~466~~174

97,~~524~~466

General and administrative

4722,~~318~~375

7747,~~619~~318

Total share-based compensation expense

8431,~~614~~864

~~133~~84,~~502~~614

Restructuring charges:

Cost of revenues

~~762~~2,099

12762

Research and development

1115,~~387~~376

111,~~692~~387

Sales and marketing

24,~~630~~793

12,~~228~~630

General and administrative

929,~~824~~271

29,~~772~~824

Total restructuring charges

2451,~~603~~539

524,~~704~~603

_______________________________________

*n/m - not meaningful

4541

Table of Contents

Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Net Revenues

The following table presents our total net revenues for the periods shown for our ~~Subscription~~Chegg ~~Services~~Skilling and ~~Skills~~Academic ~~and~~Services ~~Other~~ product lines (in thousands, except percentages):

	Years Ended December 31,				Change in ~~2024~~2025
	2024		2023			$		%
	2025		2024			$		%
Subscription Services	$	549,211	$	640,520		$	(91,309)	(14)	%
Chegg Skilling	$	68,654	$	73,959		$	(5,305)	(7)	%
Skills and Other	68,363		75,775			(7,412)		(10)
Academic Services	308,254		543,615			(235,361)		(43)
Total net revenues	$	~~617~~376,~~574~~908	$	~~716~~617,~~295~~574		$	(98240,~~721~~666)	(1439)

~~Subscription~~Chegg ~~Services~~Skilling revenues decreased by $915.3 million, or 147%, during the year ended December 31, ~~2024,~~2025 compared to the same period in ~~2023~~2024. The decrease was ~~primarily~~ due to alower ~~14%~~revenues ~~decrease~~of in$8.9 million ~~subscribers~~related ~~who~~to ~~have~~our ~~paid~~workforce skilling platform primarily related to ~~access~~reduced direct-to-consumer transactions, partially offset by an increase of revenue of $3.6 million from our ~~services~~language learning platform primarily related to business-to-business growth. ~~Subscription~~Chegg ~~Services~~Skilling revenues as a percentage of net revenues were 8918% during ~~each of~~ the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~compared ~~2023.~~to 12% during the same period in 2024.

~~Skills~~Academic ~~and~~Services ~~Other~~ revenues decreased by $7235.4 million, or 1043%, during the year ended December 31, ~~2024~~2025, compared to the same period in ~~2023~~2024. The decrease was primarily due to ~~lower~~a ~~revenues~~decrease in ~~Chegg~~subscription ~~Skills~~revenue of $223.8 million primarily related to reduced traffic which led to fewer ~~enrollments~~subscribers, a decrease in advertising services revenue of $18.0 million ~~Skills~~due to lower fulfillment, and ~~Other~~a decrease of print textbook and eTextbook revenue of $4.4 million because we no longer provide this platform, partially offset by content licensing revenue of $10.8 million. Academic Services revenues as a percentage of net revenues were 1182% during ~~each of~~ the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~compared ~~2023~~to 88% during the same period in 2024.

Cost of Revenues

The following table presents our cost of revenues for the periods shown (in thousands, except percentages):

	Years Ended December 31,				Change in ~~2024~~2025
	2024		2023			$		%
	2025		2024			$		%
Cost of revenues(1)	$	~~180~~152,~~927~~151	$	~~225~~180,~~941~~927		$	(4528,~~014~~776)	(2016)	%
(1) Includes share-based compensation expense of:	$	~~1,786~~503	$	21,~~256~~786		$	(~~470~~1,283)	(2172)	%
(1) Includes restructuring charges of:	$	~~762~~2,099	$	12762		$	~~750~~1,337	~~n/m~~175	%

*n/mCost of revenues decreased $28.8 million, or 16%, during the year ended December 31, 2025, compared to the same period in 2024. The decrease was primarily due to lower payment processing and other order fees of $16.3 million, which is primarily due to the decrease in subscribers who have paid to access our services, lower employee-related ~~not~~expenses ~~meaningful~~ of $4.6 million, lower web hosting fees of $4.0 million, lower write-offs of content and internally developed software of $3.1 million, lower contractor spend of $2.4 million, and lower advertising services revenue costs of $1.0 million, partially offset by higher depreciation and amortization expense of $3.2 million and higher restructuring charges of $1.3 million. Gross margins decreased to 60% during the year ended December 31, 2025, from 71% during the same period in 2024.

Cost of revenues decreased $45.0 million, or 20%, during the year ended December 31, 2024, compared to the same period in 2023. The decrease was primarily due to the absence of the $38.2 million content and related assets charge, lower contractor spend of $4.4 million, lower depreciation and amortization expense of $4.0 million, and lower payment processing fees of $2.9 million, which is primarily due to the decrease in subscribers who have paid to access our services, which was partially offset by higher web hosting fees of $2.5 million and the absence of the gain on disposition of textbooks of $1.2 million. Gross margins increased to 71% during the year ended December 31, 2024, from 68% during the same period in 2023.42

See Note 6, “Property and Equipment, Net” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K for additional information on the content and related assets charge.

Table of Contents

Operating Expenses

The following table presents our total operating expenses for the periods shown (in thousands, except percentages):

Years Ended December 31,

Change in ~~2024~~2025

2024

2023

2025

2024

Research and development(1)

~~170~~93,~~431~~453

~~191~~170,~~705~~431

(2176,~~274~~978)

(1145)

Sales and marketing(1)

~~108~~68,~~329~~754

~~126~~108,~~591~~329

(1839,~~262~~575)

(1437)

General and administrative(1)

~~217~~177,~~756~~406

~~236~~217,~~183~~756

(1840,~~427~~350)

(819)

Impairment expense

~~677~~2,~~239~~000

3677,~~600~~239

~~673~~(675,~~639~~239)

~~n/m~~(100)

Total operating expenses

1341,~~173,755~~613

~~558~~1,~~079~~173,755

~~615~~(832,~~676~~142)

~~n/m~~(71)

(1) Includes share-based compensation expense of:

Research and development

286,~~044~~812

4428,~~103~~044

(1621,~~059~~232)

(3676)

Sales and marketing

72,~~466~~174

97,~~524~~466

(25,~~058~~292)

(2271)

General and administrative

4722,~~318~~375

7747,~~619~~318

(3024,~~301~~943)

(3953)

Total share-based compensation expense

8231,~~828~~361

~~131~~82,~~246~~828

(4851,~~418~~467)

(3762)

(1) Includes restructuring charges of:

Research and development

1115,~~387~~376

111,~~692~~387

93,~~695~~989

~~n/m~~35

Sales and marketing

24,~~630~~793

12,~~228~~630

12,~~402~~163

~~n/m~~82

General and administrative

929,~~824~~271

29,~~772~~824

719,~~052~~447

~~n/m~~198

Total restructuring charges

2349,~~841~~440

523,~~692~~841

1825,~~149~~599

~~n/m~~107

~~_______________________________________~~Operating expenses decreased $832.1 million, or 71% during the year ended December 31, 2025, compared to the same period in 2024, primarily due to the absence of impairment expense of $677.2 million recognized in 2024. The remaining decreases were primarily related to lower employee-related expenses and contractor spend as a result of the restructuring plans. See “Note 7. Goodwill and Intangible Assets” and “Note 15. Restructuring Charges” included in our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information regarding impairment expense and the restructuring plans, respectively.

*n/m - not meaningful

Research and Development

Research and development expenses decreased $2177.30 million, or 1145%, during the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024. The decrease was primarily due to lower employee-related expenses of $2865.84 million, ~~which~~including ~~is primarily due to~~ share-based compensation expense, lower contractor spend of $6.2 million, lower web hosting fees of $4.1 million, lower technology expenses of $3.3 million, and lower depreciation and amortization expense of $1.2 million, partially offset by higher restructuring charges of $94.70 million. Research and development expenses as a percentage of net revenues were 2825% during the year ended December 31, ~~2024~~2025 compared to 2728% during the same period in ~~2023~~2024.

Sales and Marketing

Sales and marketing expenses decreased by $1839.36 million, or 1437%, during the year ended December 31, ~~2024~~2025, compared to the same period in ~~2023~~2024. The decrease was primarily ~~attributable~~due to lower ~~depreciation~~paid ~~and~~marketing ~~amortization~~expenses ~~expense~~ of $1222.01 million, ~~which~~lower isemployee-related ~~primarily~~expenses ~~due~~of to$14.3 million ~~previously~~including ~~recognized~~share-based ~~impairment~~compensation ~~charges~~expense, lower ~~employee-related~~indirect marketing expenses of $42.37 million, ~~which~~and islower ~~primarily~~depreciation ~~due~~and toamortization ~~share-based~~expense ~~compensation~~of ~~expense~~$1.3 million, ~~and~~partially ~~lower~~offset ~~paid~~by ~~marketing~~higher ~~expenses~~restructuring charges of $12.72 million. Sales and marketing expenses as a percentage of net revenues were 18% during each of the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

~~General and Administrative~~43

General and administrative expenses decreased $18.4 million, or 8%, during the year ended December 31, 2024 compared to the same period in 2023. The decrease was due to lower employee-related expenses of $38.6 million, which is primarily due to share-based compensation expense, partially offset by higher restructuring charges of $7.1 million, impairment of lease related assets of $5.6 million, and a higher loss contingency of $5.0 million. General and administrative expenses as a percentage of net revenues were 35% during the year ended December 31, 2024 compared to 33% during the same period in 2023.

Table of Contents

General and Administrative

General and administrative expenses decreased $40.4 million, or 19%, during the year ended December 31, 2025 compared to the same period in 2024. The decrease was primarily due to lower employee-related expenses of $50.9 million including share-based compensation expense, lower professional fees of $6.0 million, lower loss contingency accruals of $4.5 million, lower contractor spend of $3.0 million, and lower facility expenses of $2.9 million, partially offset by higher restructuring charges of $19.4 million, an impairment loss on our equity investment of $6.0 million, and higher impairments of lease-related assets of $1.8 million. General and administrative expenses as a percentage of net revenues were 47% during the year ended December 31, 2025 compared to 35% during the same period in 2024.

Impairment Expense

Impairment expense was $2.0 million during the year ended December 31, 2025, consisting of impairment of property and equipment. Impairment expense was $677.2 million during the year ended December 31, 2024, consisting of impairments of goodwill, intangible assets, and other related property and equipment. ~~Impairment~~See ~~expense~~“Note ~~was~~6. $3Property and Equipment, Net” and “Note 7.6 ~~million~~Goodwill ~~during~~and ~~the~~Intangible ~~year~~Assets” ~~ended~~of ~~December 31~~our accompanying Notes to Consolidated Financial Statements included in Part II, ~~2023~~Item ~~consisting~~8, of“Consolidated anFinancial ~~impairment~~Statements and Supplementary Data” of ~~intangible~~this ~~assets.~~Annual Report on Form 10-K for additional information.

See Note 6, “Property and Equipment, Net” and Note 7, “Goodwill and Intangible Assets” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 1, “Financial Statements” of this Annual Report on Form 10-K for additional information.

Interest Expense, Net and Other Income, Net

The following table presents our interest expense, net, and other income, net, for the periods shown (in thousands, except percentages):

	Years Ended December 31,				Change in ~~2024~~2025
	2024		2023			$		%
	2025		2024			$		%
Interest expense, net	$	(2,590)	$	(32,~~773~~590)		$	12,~~183~~000	(3177)	%
Other income, net	5117,~~332~~304		~~121~~51,~~810~~332			(7034,~~478~~028)		(5866)
Total interest expense, net and other income, net	$	4816,~~742~~714	$	~~118~~48,~~037~~742		$	(6932,~~295~~028)	(5966)

Interest expense, net decreased by $1.2.0 million, or 3177%, during the year ended December 31, ~~2024~~2025, compared to the same period in ~~2023~~2024. The decrease was primarily due tolower interest expense recognized as a result of the maturity of the 2025 notes and the early extinguishment of a portion of the 2026 notes.

Other income, net decreased $7034.50 million, or 5866%, during the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024, primarily due to a decrease in interest income of $19.2 million due to lower investment balances, a decrease in gain on early extinguishment of a portion of ~~convertible~~the ~~senior~~2026 notes of $6611.47 million, and athe ~~decrease~~absence ~~in interest income~~ of ~~$9.4 million~~a ~~partially offset by the~~ gain on the sale of our equity investment of $3.8 million.

See “Note 8,. “Convertible Senior Notes,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information on the gain on early extinguishment of a portion of the 2026 notes and the maturity of the 2025 notes.

Provision for income taxes

The following table presents our provision for income taxes for the periods shown (in thousands, except percentages):

	Years Ended December 31,				Change in ~~2024~~2025
	2024		2023			$		%
	2025		2024			$		%
Provision for income taxes	$	(~~148~~3,~~702~~279)	$	(32148,~~132~~702)		$	~~(116~~145,~~570)~~423	n/m

_______________________________________

*n/m - not meaningful

~~The~~Provision ~~$116.6~~for ~~million~~income ~~change~~taxes indecreased ~~provision~~by ~~for~~$145.4 ~~income~~million ~~taxes~~ during the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024, ~~was~~ primarily due to the establishment of a valuation allowance against our U.S. federal and state deferred tax assets in 2024.

4844

Table of Contents

Liquidity and Capital Resources

The following table presents our cash, cash equivalents and investments and convertible senior notes as of the periods shown (in thousands, except percentages):

	As of December 31,				Change in ~~2024~~2025
	2024		2023			$		%
	2025		2024			$		%
Cash, cash equivalents, investments	$	~~528~~85,~~374~~212	$	~~579~~528,~~561~~374		$	(51443,~~187~~162)	(984)	%
Convertible senior notes, net(1)	~~485~~53,~~949~~765		~~599~~485,~~837~~949			(~~113~~432,~~888~~184)		(1989)

_____________________________________________________

(1) Consists of the current and long-term portion ~~of convertible senior notes, net~~.

Cash, cash equivalents, and investments decreased $51443.2 million, or 984%, during the year ended December 31, ~~2024~~2025 primarily due to the maturity of the 2025 notes and early extinguishment of a portion of the 2026 notes of $96424.58 million and purchases of property and equipment of $7528.01 million, partially offset by the net cash provided by operating activities of $~~125~~15.25 million.

Convertible senior notes, net decreased $~~113~~432.92 million, or 1989%, during the year ended December 31, ~~2024~~2025 primarily due to the maturity of the 2025 notes and the early extinguishment of a portion of the 2026 notes.

The 2026 notes ~~and 2025 notes~~ mature on September 1, 2026 ~~and March 15, 2025, respectively,~~ unless converted, redeemed, or repurchased in accordance with their terms prior to such ~~dates~~date. Holders of the 2026 notes ~~and 2025 notes~~ may convert their notes at any time on or after June 1, 2026 ~~and December 15, 2024, respectively,~~ until the close of business on the second scheduled trading day immediately preceding the respective maturity dates. See “Note 8,. “Convertible Senior Notes” of our accompanying Notes to Consolidated Financial Statements included in Part III, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information on our 2026 notes.

AsOn ofFebruary ~~December 31~~13, ~~2024~~2026, ~~our~~we ~~principal~~entered ~~sources~~into ofan ~~liquidity were cash~~individual, ~~cash~~privately ~~equivalents,~~negotiated ~~and~~repurchase ~~investments~~agreement ~~totaling~~with ~~$528.4~~a ~~million,~~holder ~~which were held for working capital purposes. The substantial majority~~ of our ~~net~~outstanding ~~revenues~~2026 ~~are~~notes ~~from e-commerce transactions with students, which are settled within a few days through payment processors, as opposed~~ to ~~our~~repurchase ~~accounts payable, which are settled based on contractual payment terms with our suppliers~~$20.0 million Wein ~~believe~~aggregate ~~that~~principal ~~our~~amount ~~existing sources~~ of ~~liquidity~~the ~~will~~2026 benotes ~~sufficient~~for toan ~~fund~~aggregate ~~our~~cash ~~operations~~repurchase ~~and~~price ~~debt~~of ~~service~~$19.4 million ~~obligations for at least~~ (the ~~next~~“Notes 12Repurchase ~~months~~Transaction”). ~~Our~~The ~~future~~Notes ~~capital~~Repurchase ~~requirements~~Transaction ~~will~~was ~~depend~~entered oninto ~~many factors, including our rate of revenue growth, our investments~~ in ~~research~~connection ~~and~~with ~~development activities,~~ our ~~acquisition~~previously ofannounced ~~new~~securities ~~products~~repurchase ~~and~~program ~~services~~ and ~~our~~closed ~~sales~~on ~~and~~February ~~marketing~~20, ~~activities~~2026. ToFollowing the ~~extent that existing sources of liquidity are insufficient to fund our future operations~~closing, ~~we may need to raise additional funds through public or private equity or debt financing~~$33.9 million ~~Additional~~aggregate ~~funds~~principal ~~may~~amount ~~not~~of bethe ~~available~~2026 onnotes ~~terms~~remain ~~favorable~~outstanding ~~to us or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans~~ and ~~it could have a negative effect on our business, operating cash flows and financial condition. As of December 31, 2024, we have incurred cumulative losses of~~ $~~889~~122.4 million ~~from~~remain ~~our~~available ~~operations~~under ~~and~~our wesecurities ~~may~~repurchase ~~incur additional losses in the future~~program.

~~Most~~As of December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and investments ~~are~~totaling $85.2 million, which were held infor ~~the~~working ~~United~~capital ~~States~~purposes. AsWe webelieve ~~planned~~that toour ~~repatriate~~existing asources ~~portion~~ of ~~the~~liquidity ~~earnings~~will ~~from~~be sufficient to fund our ~~subsidiary~~operations inand ~~India,~~debt weservice ~~accrued~~obligations afor ~~total~~at ~~tax~~least ~~liability~~the ofnext $512 months.~~2 million.~~ InOur ~~November~~future ~~2024,~~capital ~~our~~requirements ~~subsidiary~~will independ ~~India~~on ~~distributed~~many ~~$23.0 million~~factors, toincluding ~~the~~our ~~United~~rate ~~States~~of revenue growth, ~~resulting~~our investments in aresearch ~~remittance~~and ofdevelopment ~~$3.5 million~~activities, inour ~~withholding~~acquisition ~~tax.~~of Asnew ofproducts ~~December~~and 31services, ~~2024,~~and our sales and marketing activities. To the ~~net~~extent ~~cumulative~~that ~~tax~~existing ~~expense~~sources ~~related~~of liquidity are insufficient to ~~future~~fund ~~distributions~~our ~~amounts~~future tooperations, ~~$1.7 million.~~we Asmay aneed ~~result~~to ofraise ~~the~~additional ~~Tax~~funds ~~Cuts~~through ~~and~~public ~~Jobs~~or ~~Act,~~private weequity ~~anticipate~~or ~~the~~debt Ufinancing.S. ~~federal~~Additional ~~impact~~funds ~~for~~may ~~the~~not ~~remaining~~be ~~foreign~~available ~~jurisdictions~~on terms favorable to beus ~~minimal~~or ifat ~~these~~all. If adequate funds are ~~repatriated.~~not Inavailable ~~addition~~on acceptable terms, ~~based~~or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our ~~current~~business, operating cash flows and ~~future~~financial ~~needs~~condition. As of December 31, 2025, we ~~believe~~have ~~our~~incurred ~~current~~cumulative ~~funding~~losses ~~and~~of ~~capital~~$992.9 ~~resources~~million ~~for~~from our ~~international~~ operations ~~are~~and ~~adequate~~we may incur additional losses in the future.

~~The~~Most ~~following~~of ~~table~~our ~~presents~~cash, cash equivalents, and investments are held in the United States. In December 2025, our ~~contractual~~subsidiary ~~obligations~~in ~~and~~India ~~other~~distributed ~~commitments~~an asadditional $10.8 million to the United States, resulting in a remittance of $1.6 million in withholding tax. As of December 31, ~~2024~~2025, the net cumulative tax expense related to future distribution amounts is $1.1 (million. This reflects our continued assessment of cash needs and the absence of an indefinite reinvestment assertion for our subsidiary in ~~thousands):~~India. As a result of the Tax Cuts and Jobs Act, we anticipate the U.S. federal impact for the remaining foreign jurisdictions to be minimal if these funds are repatriated. In addition, based on our current and future needs, we believe our current funding and capital resources for our international operations are adequate.

	Total		Next 12 Months		Beyond 12 Months
Convertible senior notes (1)	$	487,044	$	359,138	$	127,906
Purchase obligations (2)	172,827		61,170		111,657
Operating lease obligations (3)	29,165		6,822		22,343
Total contractual obligations	$	689,036	$	427,130	$	261,906

_____________________________________________________

(1) Consists of the remaining principal amount due upon maturity and cash interest payments. Our convertible senior notes are recorded on our consolidated balance sheets at their carrying amounts. As of December 31, 2024, the carrying amount of the 2026 notes and 2025 notes was $127.3 million and $358.6 million, respectively.

Table of Contents

The following table presents our contractual obligations and other commitments as of December 31, 2025 (in thousands):


	Total		Next 12 Months		Beyond 12 Months
Convertible senior notes (1)	$	53,860	$	53,860	$	—
Purchase obligations (2)	81,767		25,852		55,915
Operating lease obligations (3)	22,511		4,795		17,716
Total contractual obligations	$	158,138	$	84,507	$	73,631

_____________________________________________________

(1) Consists of the remaining principal amount due upon maturity. As of December 31, 2025, our convertible senior notes are recorded on our consolidated balance sheets at the carrying amounts of $53.8 million.

(2) Represents contractual obligations primarily related to information technology services.

(3) Our corporate offices are leased under operating leases, which expire at various dates through 2033.

In addition, we are also subject to certain legal proceedings and claims, including in the ordinary course of business, and record a liability when we believe that a loss is probable and reasonably estimable. As of December 31, 2024, we've recognized an estimated loss contingency accrual of $7.0 million related to one of our legal proceedings. The timing of such payment is uncertain and we are unable to reliably estimate the timing and therefore have not included in the above table. See “Note 10,. “Commitments and Contingencies”" of our accompanying Notes to Consolidated Financial Statements included in Part III, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional information.

The following table presents our consolidated statements of cash flows data for the periods shown (in thousands, except percentages):

	Years Ended December 31,				Change in ~~2024~~2025
	2024		2023		$		%
	2025		2024		$		%
Net cash provided by operating activities	$	~~125~~15,~~205~~490	$	~~246~~125,~~198~~205	$	(~~120~~109,~~993~~715)	(4988)	%
Net cash provided by investing activities	11282,~~345~~297		~~268~~11,~~673~~345		~~(257~~270,~~328)~~952		~~(96)~~n/m
Net cash used in financing activities	(~~109~~428,~~142~~479)		(~~852~~109,~~770~~142)		~~743~~(319,~~628~~337)		~~(87)~~n/m

~~Net~~The substantial majority of our cash ~~provided~~inflows byfrom operating activities ~~decreased~~are ~~$121.0~~from ~~million,~~e-commerce ortransactions ~~49%~~with learners, ~~during~~which ~~the year~~are ~~ended~~settled ~~December 31,~~immediately ~~2024,~~through ~~compared~~payment toprocessors, ~~the~~as ~~same~~opposed ~~period~~to incash ~~2023~~outflows ~~and~~from ~~was~~bill ~~primarily~~payments, ~~driven~~which byare ~~lower~~settled ~~bookings~~based ason ~~well~~contractual aspayment ~~timing~~terms ofwith ~~bill~~our ~~payments~~suppliers.

Net cash provided by ~~investing~~operating activities decreased $~~257~~109.37 million, or 9688%, during the year ended December 31, ~~2024~~2025, compared to the same period in ~~2023~~2024 and was primarily ~~driven~~related byto ~~lower~~the ~~cash~~net ~~from~~effect ~~investment~~of ~~maturities~~a decrease in net loss of $~~425~~733.5 6 million, ~~and~~a ~~lower~~decrease ~~cash~~in ~~proceeds~~impairment ~~from~~expense ~~the sale~~ of ~~investments of~~ $~~324~~675.5 2 million, ~~partially~~and ~~offset~~a bydecrease ~~an increase~~ in ~~cash~~deferred ~~used~~tax ~~for~~assets ~~the purchases~~ of ~~investments of~~ $~~467~~142.0 3 million.

Net cash ~~used~~provided inby ~~financing~~investing activities ~~decreased~~increased $~~743~~271.60 million, ~~or 87%,~~ during the year ended December 31, ~~2024~~2025, compared to the same period in ~~2023~~2024 and was primarily related to ~~lower~~fewer ~~repurchases~~purchases of ~~our~~investments ~~convertible~~of ~~senior~~$170.2 million, ~~notes~~higher proceeds from the sale of investments of $~~409~~111.5 1 million, and fewer purchases of property and equipment of $46.8 million, partially offset by a lower ~~repurchases~~cash from investment maturities of $41.6 million and the absence of proceeds from the sale of our ~~common~~equity ~~stock~~investment of $~~332~~15.2 5 million.

~~Critical~~Net ~~Accounting~~cash ~~Policies~~used in financing activities increased $319.3 million during the year ended December 31, ~~Significant~~2025, ~~Judgments~~compared to the same period in 2024 and ~~Estimates~~was primarily related to higher repayments of our convertible senior notes of $328.3 million, partially offset by lower taxes paid related to the net share settlement of equity awards of $6.6 million and the absence of repurchases of our common stock of $2.6 million.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe that assumptions and estimates of the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. For further information on all of our significant accounting policies, see Note 2, “Significant Accounting Policies”, of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.46

Revenue Recognition and Deferred Revenue

Table of Contents

~~services~~An ~~prior~~accounting topolicy ~~transferring~~is ~~them~~deemed to ~~the~~be ~~customer~~critical ~~including~~if ~~whether~~it werequires ~~have~~an ~~the~~accounting ~~ability~~estimate to ~~direct~~be ~~the~~made ~~use~~based ofon ~~the~~assumptions ~~good~~about ormatters ~~service~~that ~~and~~are ~~obtain~~highly ~~substantially~~uncertain ~~all~~at ofthe time the ~~remaining~~estimate ~~benefits~~is ~~from~~made, ~~the~~if ~~good~~different orestimates ~~service.~~reasonably Wecould have ~~concluded~~been used, or if changes in the estimate that weare ~~control~~reasonably ~~our~~possible ~~Subscription~~could ~~Services~~materially ~~and~~impact ~~therefore~~the wefinancial ~~recognize~~statements. ~~revenues~~We believe that assumptions and ~~cost~~estimates of ~~revenues~~the onfollowing aaccounting ~~gross~~policies ~~basis.~~involve ~~For~~a ~~print~~greater ~~textbooks~~degree of judgment and ~~eTextbooks~~complexity. Accordingly, wethese ~~have~~are ~~concluded~~the ~~that~~policies we dobelieve ~~not~~are ~~control~~ the ~~service~~most critical to aid in fully understanding and ~~therefore~~evaluating weour ~~recognize~~financial ~~revenues~~condition onand aresults ~~net~~of ~~basis~~operations. ~~based~~For further information on all of our ~~role~~significant accounting policies, see “Note 2. Significant Accounting Policies”, of our accompanying Notes to Consolidated Financial Statements included in ~~the~~Part ~~transaction~~II, asItem an8, ~~agent.~~“Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Revenue Recognition and Deferred Revenue

For sales of third-party products, we evaluate whether we are acting as a principal or an agent. Where our role in a transaction is that of principal, revenues are recognized on a gross basis. This requires revenue to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as a cost of revenues. Where our role in a transaction is that of an agent, revenues are recognized on a net basis with revenues representing the margin earned. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. There are significant judgments involved in determining whether we control the specified goods or services prior to transferring them to the customer including whether we have the ability to direct the use of the good or service and obtain substantially all of the remaining benefits from the good or service. For all of our offerings, aside from print textbooks and eTextbooks which are no longer provided, we control our services and recognize revenues and cost of revenues on a gross basis.

Some of our customer arrangements include multiple performance obligations. We have determined these performance obligations qualify as distinct performance obligations, as the customer can benefit from the service on its own or together with other resources that are readily available to the customer, and our promise to transfer the service is separately identifiable from other promises in the contract. For these arrangements that contain multiple performance obligations, we allocate the transaction price based on the relative standalone selling price (SSP) method by comparing the SSP of each distinct performance obligation to the total value of the contract. We determine the SSP based on our historical pricing and discounting practices for the distinct performance obligation when sold separately. If the SSP is not directly observable, we estimate the SSP by considering information such as market conditions, and information about the customer.

Some of our customer arrangements may include an amount of variable consideration in addition to a fixed revenue share that we earn. This variable consideration can either increase or decrease the total transaction price depending on the nature of the variable consideration. We estimate the amount of variable consideration that we will earn at the inception of the contract, adjusted during each period, and include an estimated amount each period. In determining this estimate, we consider the single most likely amount in a range of possible amounts. This estimated amount of variable consideration requires management to make a judgment based on the forecasted amount of consideration that we expect we will earn as well as the time period in which we can reasonably rely on the accuracy of the forecast. Our estimate of variable consideration is constrained to only include the amount of variable consideration for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, as the amounts that we could potentially earn in outer years can change significantly based on factors that are out of our control. If our forecasts are inaccurate, the estimated amount of variable consideration could be inaccurate, which could impact our revenue recognition in a given period.

Impairment of Intangible Assets and Long-Lived Assets

Intangible assets and long-lived assets are tested for impairment, at the asset group level, at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors that we consider include the recognition of goodwill impairment charges or planned changes in the use of the asset group. When measuring the recoverability, we make assumptions regarding our estimated future undiscounted cash flows expected to be generated by the asset group. If the asset group is not recoverable, we proceed to estimating the fair value of the asset group, which includes assumptions regarding future growth rates and the amount and timing of expected future cash flow. If our estimates or related assumptions are inaccurate, our conclusion on whether these assets are recoverable or impaired could be incorrect, which could impact whether we recognize an impairment in a given period.

Goodwill

Goodwill is tested for impairment at least annually or whenever events or changes in circumstances indicate that ~~their~~the carrying ~~values~~amount may not be recoverable. We first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. In our qualitative assessment, we consider factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of our reporting unit is less than the carrying amount. Our qualitative assessment requires management to make judgments based on the factors listed above in our determination of whether events or changes in circumstances indicate that the carrying values may not be recoverable.

If our qualitative assessment concludes that it is more likely than not that the fair value is less than the carrying amount, a quantitative assessment of impairment is performed. Performing a quantitative impairment test includes the determination of fair value and involves significant estimates and assumptions including, among others, forecasted revenue growth rates, operating margins and capital expenditures, and discount rates used to calculate projected future cash flows. If the carrying value exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. If estimates or related assumptions change, this could have a significant impact on either the fair value of our reporting unit, the amount of any goodwill impairment, or both. 47

Table of Contents

market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of our reporting unit is less than the carrying amount. Our qualitative assessment requires management to make judgments based on the factors listed above in our determination of whether events or changes in circumstances indicate that the carrying values may not be recoverable.

If our qualitative assessment concludes that it is more likely than not that the fair value is less than the carrying amount, a quantitative assessment is performed. Performing a quantitative impairment test includes the determination of fair value and involves significant estimates and assumptions including, among others, forecasted revenue growth rates, operating margins and capital expenditures, and discount rates used to calculate projected future cash flows. If the carrying value exceeds the fair value, an impairment loss is recognized in an amount equal to the excess. If estimates or related assumptions change, this could have a significant impact on either the fair value of our reporting unit, the amount of any goodwill impairment, or both.

Share-based Compensation Expense

We measure and recognize share-based compensation expense for all awards made to employees, directors and consultants, including restricted stock units (RSUs), performance-based RSUs (PSUs) with either a market-based condition or financial and strategic performance target and our employee stock purchase plan (ESPP) based on estimated fair values.

We estimate a forfeiture rate to calculate the share-based compensation expense related to our awards. Estimated forfeitures are determined based on historical data and we continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Quarterly changes in the estimated forfeiture rate can have a significant impact on our share-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the share-based compensation expense recognized in the financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase to the share-based compensation expense recognized in the financial statements.

Share-based compensation expense for PSUs with a market-based condition is recognized regardless of whether the market condition is satisfied subject to continuing service over the requisite service period. Share-based compensation expense recognized related to PSUs with a financial and strategic performance target is subject to the achievement of performance objectives and requires significant judgment by management in determining the current level of attainment of such performance objectives. Management may consider factors such as the latest financial forecasts and general business trends in the assessment of PSU award attainment. Subsequent changes to these considerations may have a material impact on the amount of share-based compensation expense recognized in the period, which may lead to volatility of share-based compensation expense period-to-period. If the performance objectives are not met or service is no longer provided, no share-based compensation expense will be recognized, and any previously recognized share-based compensation expense will be reversed.

We will continue to use judgment in evaluating the assumptions related to our share-based compensation expense on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates, which could materially impact our future share-based compensation expense.

Provision for Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of deferred tax assets, we consider whether it is more likely than not that all or some portion of deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all available evidence including future reversals of existing taxable temporary differences, projected future taxable income, taxable income in prior carryback years if permitted under the tax law, and tax-planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, we recognize the tax benefit as the largest amount that is cumulative more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The calculation of tax expense and liabilities involves dealing with uncertainties in the application of complex global tax regulations. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. Significant judgment is required in determining our provision for income taxes and evaluating our uncertain tax positions. To the extent that the final tax outcome of these matters may differ from the amounts that were initially recorded, such differences will impact the income tax provision in the period in which such determination is made. As a result, significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.48

Table of Contents

that meet the more likely than not recognition threshold, we recognize the tax benefit as the largest amount that is cumulative more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Recent Accounting Pronouncements

For relevant recent accounting pronouncements, see “Note 2,. “Significant Accounting Policies”, of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, including changes to foreign currency exchange rates and interest rates.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Indian Rupee, Euro, and British Pound Sterling, and changes in the relative value of the U.S. dollar to these currencies may have an impact. We have experienced and will continue to experience fluctuations in net (loss) income as a result of transaction gains or losses related to remeasuring certain amounts that are denominated in foreign currencies.

We accept foreign currencies from our international customers and our international revenues were 1315%, 1413% and 1514% of total net revenues during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. Additionally, a portion of our operating expenses are incurred outside of the United States and are denominated in foreign currencies. Unfavorable fluctuations in foreign currency exchange rates may have an adverse impact on our total net revenues or total operating expenses, however, we do not believe a hypothetical 10% strengthening or weakening of the U.S. dollar against foreign currencies would have a material impact on our results of operations. To date, we have not entered into derivatives or hedging strategies to mitigate risk related to changes in foreign currency exchange rates and continually monitor our foreign currency exchange exposure.

Interest Rate Sensitivity

As of December 31, ~~2024~~2025 and ~~2023~~2024, we had cash and cash equivalents totaling $~~161~~31.51 million and $~~135~~161.85 million, respectively, and investments of $~~366~~54.91 million and $~~443~~366.89 million, respectively. Our cash and cash equivalents consist of cash and money market funds and investments consist of corporate debt securities ~~and U~~.S. ~~treasury securities.~~ Changes in U.S. interest rates, affect the interest earned on our cash and cash equivalents and the market value of our investments. A hypothetical 100 basis point increase or decrease in interest rates would result in aan ~~$4.3 million~~immaterial increase or decline in the fair value of our investments as of December 31, ~~2024~~2025. Any realized gains or losses resulting from interest rate changes would only occur if we sold the investments prior to maturity. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash, cash equivalents, and investments in which we invested our cash.

The 2026 notes ~~and~~do ~~2025~~not ~~notes~~bear ~~have a fixed annual~~ interest ~~rate of 0.0% and 0.125%~~, ~~respectively,~~ and therefore we do not have any economic interest rate exposure or financial statement risk associated with changes in interest rates. The fair value, however, may fluctuate when interest rates and the market price of our stock changes. For more information, see “Note 8,. “Convertible Senior Notes,” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

5349

Table of Contents

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			5551
Consolidated Balance Sheets			5854
Consolidated Statements of Operations			5955
Consolidated Statements of Comprehensive (Loss) Income			6056
Consolidated Statements of Stockholders’ Equity			6157
Consolidated Statements of Cash Flows			6258
Notes to Consolidated Financial Statements			6359

5450

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Chegg, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Chegg, Inc. and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and the schedules listed in the Index at Item 15.2 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated ~~February~~March 249, ~~2025~~2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Convertible Senior Notes — Refer to Notes 2 and 8 to the financial statements

Critical Audit Matter Description

In ~~November~~March ~~2024~~and December 2025, the Company extinguished $~~116~~65.62 million and $8.9 million, respectively, of the principal amount of the convertible senior notes due in 2026 ~~Notes,~~(2026 notes) for a ~~total~~ reacquisition price of $9657.56 million ~~(including~~and $08.34 million, ~~in fees)~~respectively. The Company elected to reacquire and not cancel the partially extinguished 2026 notes and left the associated capped call transactions outstanding. This resulted in a total gain on early extinguishment of debt of $197.59 million recorded during the year ended December 31, ~~2024~~2025.

Auditing the following elements involved a higher degree of auditor judgment and an increased extent of effort due to the nature and extent of specialized skill and knowledge required of the Company’s accounting assessment of the settlement including the conclusion that the settlement should be accounted for as an extinguishment.

5551

Table of Contents

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the partial ~~extinguishment~~extinguishments of the 2026 ~~convertible senior~~ notes included the following, among others:

•We tested the design, implementation, and operating effectiveness of the internal controls over the Company’s accounting for the partial ~~extinguishment~~extinguishments of the 2026 ~~convertible senior~~ notes.

•Our testing included reading the underlying repurchase agreements and evaluating the Company’s accounting analysis underlying the accounting of the ~~convertible~~2026 ~~senior~~ notes, evaluating the determination that the partial ~~repurchase~~repurchases of the 2026 ~~convertible senior~~ notes ~~was~~were a debt extinguishment, obtaining audit evidence of the repurchases and recalculating the gain on early extinguishment.

•We utilized more experienced professionals on our team when evaluating management’s assessment of the accounting for the partial ~~extinguishment~~extinguishments.

/sS/ DELOITTE & TOUCHE LLP

San Jose, California

~~February~~March 249, ~~2025~~2026

We have served as the Company’s auditor since 2018.

5652

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Chegg, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Chegg, Inc. and subsidiaries (the “Company”) as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2024~~2025, of the Company and our report dated ~~February~~March 249, ~~2025~~2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/sS/ DELOITTE & TOUCHE LLP

San Jose, California

~~February~~March 249, ~~2025~~2026

5753

Table of Contents

CHEGG, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except for number of shares and par value)

	December 31,
	2024		2023
	2025		2024
Assets
Current assets
Cash and cash equivalents	$	~~161~~31,~~475~~146	$	~~135~~161,~~757~~475
Short-term investments	~~154~~41,~~249~~674		~~194~~154,~~257~~249
Accounts receivable, net of allowance of $190 and $376 at December 31, 2024 and December 31, 2023, respectively	23,641		31,404
Accounts receivable, net of allowance of $156 and $190 at December 31, 2025 and December 31, 2024, respectively	15,604		23,641
Prepaid expenses	1716,~~100~~331		2017,~~980~~100
Other current assets	8116,~~094~~857		3281,~~437~~094
Total current assets	~~437~~121,~~559~~612		~~414~~437,~~835~~559
Long-term investments	~~212~~12,~~650~~392		~~249~~212,~~547~~650
Property and equipment, net	~~170~~115,~~648~~168		~~183~~170,~~073~~648
Goodwill, net	—		631,995
Intangible assets, net	6,041		10,347
Intangible assets, net	10,347		52,430
Right of use assets	13,188		22,256
Right of use assets	22,256		25,130
Other assets	9,613		15,491
Deferred tax assets, net	964		141,843
Total assets	$	278,014	$	868,951
Other assets	14,527		28,382
Total assets	$	868,951	$	1,727,235
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	153,~~159~~258	$	2815,~~184~~159
Deferred revenue	3929,~~217~~675		5539,~~336~~217
Accrued liabilities	~~115~~54,~~360~~249		77115,~~863~~360
Current portion of convertible senior notes, net	~~358~~53,~~605~~765		~~357~~358,~~079~~605
Total current liabilities	~~528~~140,~~341~~947		~~518~~528,~~462~~341
Long-term liabilities
Convertible senior notes, net	~~127,344~~—		~~242~~127,~~758~~344
Long-term operating lease liabilities	1815,~~509~~205		18,~~063~~509
Other long-term liabilities	12,~~776~~239		31,~~334~~776
Total long-term liabilities	~~147~~17,~~629~~444		~~264~~147,~~155~~629
Total liabilities	~~675~~158,~~970~~391		~~782~~675,~~617~~970
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value – 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and December 31, 2023	—		—
Preferred stock, $0.001 par value – 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value – 400,000,000 shares authorized; 104,880,048 and 102,823,700 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively	105		103
Common stock, $0.001 par value – 400,000,000 shares authorized; 110,985,562 and 104,880,048 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	111		105
Additional paid-in capital	1,~~114~~145,~~550~~371		1,~~031~~114,~~627~~550
Accumulated other comprehensive loss	(32,~~233~~997)		(3432,~~739~~233)
Accumulated deficit	(~~889~~992,~~441~~862)		(52889,~~373~~441)
Total stockholders’ equity	~~192~~119,~~981~~623		~~944~~192,~~618~~981
Total liabilities and stockholders’ equity	$	~~868~~278,~~951~~014	$	1868,~~727,235~~951

See Notes to Consolidated Financial Statements.

5854

Table of Contents

CHEGG, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Years Ended December 31,

2024

2023

2022

2025

2024

2023

Net revenues

~~617~~376,~~574~~908

~~716~~617,~~295~~574

~~766~~716,~~897~~295

Cost of revenues

~~180~~152,~~927~~151

~~225~~180,~~941~~927

~~197~~225,~~396~~941

Gross profit

~~436~~224,~~647~~757

~~490~~436,~~354~~647

~~569~~490,~~501~~354

Operating expenses:

Research and development

~~170~~93,~~431~~453

~~191~~170,~~705~~431

~~196~~191,~~637~~705

Sales and marketing

~~108~~68,~~329~~754

~~126~~108,~~591~~329

~~147~~126,~~660~~591

General and administrative

~~217~~177,~~756~~406

~~236~~217,~~183~~756

~~216~~236,~~247~~183

Impairment expense

~~677~~2,~~239~~000

3677,~~600~~239

—3,600

Total operating expenses

1341,~~173,755~~613

~~558~~1,~~079~~173,755

~~560~~558,~~544~~079

(Loss) income from operations

(737,108)

(67,725)

8,957

Loss from operations

(116,856)

(737,108)

(67,725)

Interest expense, net and other income, net

Interest expense, net

(2,590)

(32,~~773~~590)

(63,~~040~~773)

Other income, net

5117,~~332~~304

~~121~~51,~~810~~332

~~101~~121,~~029~~810

Total interest expense, net and other income, net

4816,~~742~~714

~~118~~48,~~037~~742

94118,~~989~~037

(Loss) income before (provision for) benefit from income taxes

(688,366)

50,312

103,946

(Loss) income before provision for income taxes

(100,142)

(688,366)

50,312

(Provision for) benefit from income taxes

(148,702)

(32,132)

162,692

Provision for income taxes

(3,279)

(148,702)

(32,132)

Net (loss) income

(~~837~~103,~~068~~421)

18(837,~~180~~068)

~~266~~18,~~638~~180

Net (loss) income per share

Basic

(80.1096)

0(8.1610)

20.0916

Diluted

(80.1096)

(08.3410)

1(0.34)

Weighted average shares used to compute net (loss) income per share

Basic

~~103~~107,~~300~~484

~~116~~103,~~504~~300

~~127~~116,~~557~~504

Diluted

~~103~~107,~~300~~484

~~128~~103,~~569~~300

~~149~~128,~~859~~569

See Notes to Consolidated Financial Statements.

5955

Table of Contents

CHEGG, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

	Years Ended December 31,
		2024		2023		2022
		2025		2024		2023
Net (loss) income		$	(~~837~~103,~~068~~421)	$	18(837,~~180~~068)	$	~~266~~18,~~638~~180
Other comprehensive income (loss)
Other comprehensive (loss) income
Change in net unrealized gain (loss) on investments, net of tax		585		5,534		(1,348)
Change in net unrealized (loss) gain on investments, net of tax		(621)		585		5,534
Change in foreign currency translation adjustments, net of tax		~~1,921~~(143)		171,~~215~~921		~~(50~~17,~~806)~~215
Other comprehensive income (loss)		2,506		22,749		(52,154)
Other comprehensive (loss) income		(764)		2,506		22,749
Total comprehensive (loss) income		$	(~~834~~104,~~562~~185)	$	40(834,~~929~~562)	$	~~214~~40,~~484~~929

See Notes to Consolidated Financial Statements.

6056

Table of Contents

CHEGG, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

	Common Stock
		Shares	Par Value		Additional Paid-InCapital		Accumulated Other Comprehensive Loss		AccumulatedDeficit		Total Stockholders’ Equity
Balances at December 31, 2021		136,952	$	137	$	1,449,305	$	(5,334)	$	(337,191)	$	1,106,917
Balances at December 31, 2022		126,474	$	126	$	1,244,504	$	(57,488)	$	(70,553)	$	1,116,589
Repurchases of common stock		(12,709)	(13)		(323,515)		—		—		(323,528)
Issuance of common stock upon exercise of stock options and ESPP		437	—		6,475		—		—		6,475
Net share settlement of equity awards		1,794	2		(26,549)		—		—		(26,547)
Share-based compensation expense		—	—		138,788		—		—		138,788
Other comprehensive loss		—	—		—		(52,154)		—		(52,154)
Net income		—	—		—		—		266,638		266,638
Balances at December 31, 2022		126,474	126		1,244,504		(57,488)		(70,553)		1,116,589
Repurchases of common stock		(26,506)	(26)		(337,683)		—		—		(337,709)
Issuance of common stock upon exercise of stock options and ESPP		512	1		4,162		—		—		4,163
Issuance of common stock upon exercise of stock options and under ESPP		512	1		4,162		—		—		4,163
Net share settlement of equity awards		2,344	2		(16,440)		—		—		(16,438)
Share-based compensation expense		—	—		136,787		—		—		136,787
Net proceeds from capped call related to extinguishments of 2025 notes		—	—		297		—		—		297
Other comprehensive income		—	—		—		22,749		—		22,749
Net income		—	—		—		—		18,180		18,180
Balances at December 31, 2023		102,824	103		1,031,627		(34,739)		(52,373)		944,618
Repurchases of common stock		(2,116)	(2)		(16)		—		—		(18)
Issuance of common stock upon exercise of ESPP		859	1		2,632		—		—		2,633
Issuance of common stock under ESPP		859	1		2,632		—		—		2,633
Net share settlement of equity awards		3,313	3		(9,239)		—		—		(9,236)
Share-based compensation expense		—	—		89,546		—		—		89,546
Other comprehensive income		—	—		—		2,506		—		2,506
Net loss		—	—		—		—		(837,068)		(837,068)
Balances at December 31, 2024		104,880	$105	~~105~~	$1,114,550	~~1,114,550~~	$(32,233)	~~(32,233)~~	$(889,441)	~~(889,441)~~	$192,981	~~192,981~~
Issuance of common stock under ESPP		812	1		584		—		—		585
Net share settlement of equity awards		5,294	5		(2,600)		—		—		(2,595)
Share-based compensation expense		—	—		32,837		—		—		32,837
Other comprehensive loss		—	—		—		(764)		—		(764)
Net loss		—	—		—		—		(103,421)		(103,421)
Balances at December 31, 2025		110,986	$	111	$	1,145,371	$	(32,997)	$	(992,862)	$	119,623

See Notes to Consolidated Financial Statements.

6157

Table of Contents

CHEGG, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash flows from operating activities
Net (loss) income	$	(~~837~~103,~~068~~421)	$	18(837,~~180~~068)	$	~~266~~18,~~638~~180
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Share-based compensation expense	8431,~~614~~864		~~133~~84,~~502~~614		133,~~456~~502
Depreciation and amortization expense	78,~~344~~637		~~129~~78,~~718~~344		89129,~~997~~718
Deferred tax assets	~~143~~1,~~319~~348		26143,~~575~~319		~~(168~~26,~~679)~~575
(Gain)/loss on early extinguishments of debt	(19,515)		(85,926)		(93,519)
Gain on early extinguishments of debt	(7,838)		(19,515)		(85,926)
Loss contingency accrual	—		7,000		—
Loss contingency	—		—		7,000
Impairment expense	~~677~~2,~~239~~000		3677,~~600~~239		—3,600
Loss from write-offs of property and equipment	51,~~795~~959		45,~~137~~795		34,~~549~~137
Amortization of debt issuance costs	~~2,147~~500		32,~~156~~147		53,~~166~~156
Operating lease expense, net of accretion	53,~~864~~641		65,~~079~~864		6,~~327~~079
Realized loss on sale of investments	27		2,106		9,675
Realized (gain) loss on sale of investments	(752)		27		2,106
Gain on textbook library, net	—		—		(4,976)
Impairment of lease related assets	7,315		5,557		—
Print textbook depreciation expense	—		—		1,610
Impairment of equity investment	6,000		—		—
Gain on foreign currency remeasurement of purchase consideration	—		—		(4,628)
Other non-cash items	1,423		656		(1,228)
Impairment on lease related assets	5,557		—		5,225
Change in assets and liabilities:
Other non-cash items	656		(1,228)		378
Accounts receivable	8,439		7,771		(7,799)
Change in assets and liabilities, net of effect of acquisition of business:
Prepaid expenses and other current assets	66,370		(41,732)		3,476
Accounts receivable	7,771		(7,799)		(3,752)
Other assets	21		1,130		10,829
Prepaid expenses and other current assets	(41,732)		3,476		17,191
Accounts payable	(9,660)		(12,376)		13,057
Other assets	1,130		10,829		14,563
Deferred revenue	(10,677)		(15,885)		(1,585)
Accounts payable	(12,376)		13,057		(4,144)
Accrued liabilities	(59,723)		47,103		(7,342)
Deferred revenue	(15,885)		(1,585)		7,538
Other liabilities	(1,956)		(7,785)		(11,337)
Accrued liabilities	47,103		(7,342)		(20,111)
Net cash provided by operating activities	15,490		125,205		246,198
Other liabilities	(7,785)		(11,337)		(5,768)
Net cash provided by operating activities	125,205		246,198		255,736
Cash flows from investing activities
Purchases of property and equipment	(7428,~~953~~123)		(8374,~~052~~953)		(~~103~~83,~~092~~052)
Purchases of textbooks	—		—		(3,815)
Proceeds from disposition of textbooks	—		—		9,787
Proceeds from disposition of textbooks	—		9,787		6,003
Purchases of investments	(793)		(170,950)		(637,939)
Purchases of investments	(170,950)		(637,939)		(730,509)
Proceeds from sale of investments	181,158		70,077		394,533
Proceeds from sale of investments	70,077		394,533		458,489
Maturities of investments	130,055		171,671		597,197
Maturities of investments	171,671		597,197		884,940
Proceeds from sale of equity investments	—		15,500		—
Proceeds from sale of strategic equity investments	15,500		—		—
Purchases of equity investments	—		—		(11,853)
Acquisition of business, net of cash acquired	—		—		(401,125)
Net cash provided by investing activities	282,297		11,345		268,673
Purchases of strategic equity investments	—		(11,853)		(6,000)
Net cash provided by investing activities	11,345		268,673		104,891
Cash flows from financing activities
Proceeds from common stock issued under stock plans, net	2,636		4,165		6,477
Proceeds from common stock issued under stock plans	590		2,636		4,165
Payment of taxes related to the net share settlement of equity awards	(92,~~239~~600)		(169,~~440~~239)		(2616,~~549~~440)
Repayment of convertible senior notes	(96424,~~520~~848)		(~~505~~96,~~986~~520)		(~~401~~505,~~203~~986)
Proceeds from exercise of convertible senior notes capped call	—		~~297~~—		—297
Payment of withholding tax	(31,~~450~~621)		—(3,450)		—
Repurchase of common stock	~~(2,569)~~—		(~~334~~2,~~806~~569)		(~~323~~334,~~528~~806)
Net cash used in financing activities	(~~109~~428,~~142~~479)		(~~852~~109,~~770~~142)		(~~744~~852,~~803~~770)
Effect of exchange rate changes	(~~1,025~~256)		21(1,025)		~~4,137~~21
Net increase (decrease) in cash, cash equivalents and restricted ca	26,383		(337,878)		(380,039)
Net (decrease) increase in cash, cash equivalents and restricted cash	(130,948)		26,383		(337,878)
Cash, cash equivalents and restricted cash, beginning of period	~~137~~164,~~976~~359		~~475~~137,~~854~~976		~~855~~475,~~893~~854
Cash, cash equivalents and restricted cash, end of period	$	~~164~~33,~~359~~411	$	~~137~~164,~~976~~359	$	~~475~~137,~~854~~976

See Notes to Consolidated Financial Statements.

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Supplemental cash flow data:
Cash paid during the period for:
Interest	$	~~449~~224	$	~~741~~449	$	~~875~~741
Income taxes, net of refunds	$	84,~~085~~589	$	118,~~074~~085	$	611,~~841~~074
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	76,~~243~~964	$	97,~~042~~243	$	89,~~863~~042
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	101,~~108~~636	$	1210,~~407~~108	$	1012,~~232~~407
Non-cash investing and financing activities:
Accrued purchases of long-lived assets	$	~~5,850~~185	$	95,~~650~~850	$	49,~~927~~650

	December 31,
	2024		2023		2022
	2025		2024		2023
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	~~161~~31,~~475~~146	$	~~135~~161,~~757~~475	$	~~473~~135,~~677~~757
Restricted cash included in other current assets	~~956~~575		—956		63—
Restricted cash included in other assets	1,~~928~~690		21,~~219~~928		2,~~114~~219
Total cash, cash equivalents and restricted cash	$	~~164~~33,~~359~~411	$	~~137~~164,~~976~~359	$	~~475~~137,~~854~~976

See Notes to Consolidated Financial Statements.

6258

Table of Contents

CHEGG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Background and Basis of Presentation

Company and Background

Chegg, Inc. (“we,” “us,” “our,” “Company” or “Chegg”), ~~headquartered in Santa Clara, California,~~ was incorporated as a Delaware corporation in July 2005. Chegg ~~provides~~is ~~individualized~~a learning ~~support~~platform tohelping ~~students~~businesses asbring ~~they~~new ~~pursue~~skills to their ~~educational~~workforce ~~journeys.~~and ~~Available~~giving onlifelong ~~demand~~learners ~~24/7~~ and ~~powered~~students bythe ~~over~~skills aand ~~decade~~confidence ofto ~~learning~~succeed. ~~insights,~~Focused on the ~~Chegg~~large ~~platform~~and ~~offers~~growing ~~students~~skilling ~~artificial~~market, ~~intelligence~~Chegg ~~(“AI”)-powered~~offers ~~academic~~innovative ~~support~~tools ~~thoughtfully designed~~ for ~~education~~workplace ~~coupled~~readiness, ~~with~~professional ~~access~~upskilling, toand alanguage ~~vast~~learning. ~~network~~Chegg ofalso ~~subject~~continues ~~matter~~to ~~experts~~offer ~~who~~students ~~help~~artificial ~~ensure~~intelligence ~~quality~~(AI)-driven, ~~and~~personalized ~~accuracy~~support. NoChegg ~~matter~~remains ~~the~~committed ~~goal,~~to ~~level,~~its ormission ~~style, Chegg helps millions~~ of ~~students~~improving ~~around~~learning ~~the~~outcomes ~~world~~and ~~learn~~career ~~with~~opportunities ~~confidence~~for bymillions ~~helping~~of ~~them~~people ~~build~~around ~~essential~~the ~~academic, life, and job skills to achieve success~~world.

Basis of Presentation

Our fiscal year ends on December 31 and in this report, we refer to the year ended December 31, ~~2024~~2025, December 31, ~~2023~~2024, and December 31, ~~2022~~2023 as ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

Reclassification of Prior Period Presentation

In order to conform with current period presentation, $31.60 million of ~~impairment~~deferred oftax ~~intangible~~ assets ~~has~~have been reclassified from ~~general~~deferred ~~and~~tax ~~administrative~~assets ~~expense~~ to ~~impairment~~other ~~expense~~assets on our consolidated ~~statements~~balance ofsheet ~~operations during the year ended December 31, 2023~~ as ~~well as from impairment~~ of ~~intangible asset to impairment expense on our consolidated statements of cash flows during the year ended~~ December 31, ~~2023~~2024. ~~These~~This ~~changes~~change in presentation dodoes not affect previously reported results.

Note 2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets ~~and~~ , liabilities;, ~~the~~revenues ~~disclosure~~and ofexpenses ~~contingent~~as ~~liabilities~~well atas the ~~date~~disclosure of ~~the~~contingent ~~financial statements; and the reported amounts of revenues and expenses during the reporting periods~~liabilities. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, share-based compensation expense ~~including estimated forfeitures~~, accounting for income taxes, useful lives assigned to long-lived assets for depreciation and amortization, impairment of goodwill, intangible assets and long-lived assets, and internal-use software and website development costs. We base our estimates on historical experience, knowledge of current business conditions, and various other factors we believe to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our financial position and results of operations.

Principles of Consolidation

The consolidated financial statements include the accounts of Chegg and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. GAAP.

Cash and Cash Equivalents and Restricted Cash

We consider all highly liquid investments with a maturity date of three months or less from the date of purchase to be cash equivalents. Our cash and cash equivalents consist of cash and money market funds at financial institutions, and are stated at cost, which approximates fair value. We classify certain restricted cash balances within other current assets and other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.

Table of Contents

Fair Value Measurements

We account for certain assets and liabilities at fair value. We have established a fair value hierarchy used to determine the fair value of our financial instruments as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Table of Contents

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value; the inputs require significant management judgment or estimation.

A financial instrument’s classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investments

We hold investments in corporate debt securities ~~and U~~.S. ~~treasury securities.~~ We classify our investments as available-for-sale that are either short or long-term based on the remaining contractual maturity of the investment. Our investments are carried at estimated fair value with any unrealized gains and losses, unrelated to credit loss factors, net of taxes, included in other comprehensive ~~income~~ (loss) income on our consolidated statements of stockholders’ equity. Unrealized losses related to credit loss factors are recorded through an allowance for credit losses in other income, net on our consolidated statements of operations, rather than as a reduction to other comprehensive ~~income~~ (loss) income, when a decline in fair value has resulted from a credit loss. When evaluating whether an investment's unrealized losses are related to credit factors, we review factors such as the extent to which fair value is below its cost basis, any changes to the credit rating of the security, adverse conditions specifically related to the security, changes in market interest rates and our intent to sell, or whether it is more likely than not we will be required to sell, before recovery of cost basis. We invest in highly rated securities with a weighted average maturity of eighteen months or less. In addition, our investment policy limits the amount of our credit exposure to any one issuer or industry sector and requires investments to be investment grade, with the primary objective of preserving capital and maintaining liquidity. Fair values were determined for each individual security in the investment portfolio. We determine realized gains or losses on the sale of investments on a specific identification method and record such gains or losses as other income, net.

The estimated fair value of our investments is based on quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. Other than our money market funds ~~and U.S. treasury securities~~, we classify our fixed income available-for-sale investments as having Level 2 inputs. The valuation techniques used to measure the fair value of our investments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. We do not hold any investments valued with a Level 3 input.

Accounts Receivable, Net of Allowance

Accounts receivable is recorded at the invoiced amount and ~~are~~is non-interest bearing. We generally grant uncollateralized credit terms to our customers~~, which include partners and advertising customers~~.

We maintain an estimated allowance provision to account for potentially uncollectible accounts receivable based upon expected credit losses for outstanding receivables. Our estimate is derived using a variety of factors including historical collection and loss patterns, the current aging of accounts receivable, geographic and other customer-specific credit risk factors, and reasonable and supportable forecasts of future economic conditions which inform adjustments to historical loss patterns. The estimated allowance provision is classified as general and administrative operating expenses on our consolidated statements of operations. Accounts receivable that are deemed to be uncollectible are written off, net of expected or actual recoveries.

Table of Contents

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, and investments in accordance with our investment policy. We place the majority of our cash and cash equivalents with financial institutions in the United States that we believe to be of high credit quality, and accordingly minimal credit risk exists with respect to these instruments. Certain of our cash balances held with a financial institution are in excess of Federal Deposit Insurance Corporation limits. Our investment portfolio consists of investments diversified among security types, industries and issuers. Our investments were held and managed by recognized financial institutions that followed our ~~investment policy with the main objective of preserving capital, generating a competitive return, and maintaining liquidity.~~

Concentrations of credit risk with respect to accounts receivables exist to the full extent of amounts presented in the financial statements. No customers represented over 10% of our net accounts receivable balance as of December 31, 2024 and December 31, 2023. No customers represented over 10% of net revenues during the years ended December 31, 2024, 2023 or 2022.60

Table of Contents

investment policy with the main objective of preserving capital, generating a competitive return, and maintaining liquidity.

Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the financial statements. No customers represented over 10% of our net accounts receivable balance as of December 31, 2025 and December 31, 2024. No customers represented over 10% of net revenues during the years ended December 31, 2025, 2024 or 2023.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and content amortization. Depreciation and content amortization are computed using the straight-line method over the following estimated useful lives of the assets:

Classification						Useful Life
Content						~~Shorter of the licensed content term or~~ 5 years
Internal-use software and website development						3 years
Leasehold improvements						Shorter of the remaining lease term or 5 years
Furniture and fixtures						5 years
Computers and equipment						3 years

We capitalize all costs associated with the development ~~or acquisition~~ of content that is utilized in our products and services. Content amortization is classified within cost of revenues on our consolidated statements of operations.

We capitalize certain costs associated with software developed or obtained for internal use and website development. We capitalize costs when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. Depreciation expense is classified within cost of revenues or operating expenses categories on our consolidated statements of operations.

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and content amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in (loss) ~~income~~ from operations. When assets are abandoned prior to the end of their useful lives, we accelerate depreciation over the revised shortened useful life. Accelerated depreciation expense is classified consistently with the initial depreciation expense.

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired through a business combination based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets acquired and liabilities assumed is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Table of Contents

Goodwill

Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather tested for impairment at least annually, or more frequently if certain events or indicators of impairment occur between annual impairment tests. We first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. In our qualitative assessment, we consider factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events. If our qualitative assessment concludes that it is more likely than not that the fair value is less than the carrying amount, a quantitative assessment of impairment is performed. In the quantitative test, we compare fair value, estimated utilizing the income approach, based on present value techniques, to the carrying value. If the carrying value exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, limited to the remaining balance of goodwill.

Intangible Assets

Intangible assets are amortized over their estimated useful lives. Intangible assets are tested for impairment at the asset group level at least annually or when events or changes in circumstances indicate that the carrying amount of such asset groups may not be recoverable.

Table of Contents

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right of use (ROU) assets, ~~and~~accrued ~~operating lease~~ liabilities, ~~within current liabilities~~ and long-term operating lease liabilities on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease agreements typically do not provide an implicit rate and therefore we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future minimum lease payments. Our incremental borrowing rate is estimated based on the estimated rate incurred to borrow, on a collateralized basis over a similar term as our leases, an amount equal to the lease payments in a similar economic environment. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. We do not record leases on our consolidated balance ~~sheet~~sheets with a term of one year or less. We do not separate lease and non-lease components but rather account for each separate component as a single lease component for all underlying classes of assets. Some of our leases include payments that are dependent on an index, such as the Consumer Price Index (CPI), and our minimum lease payments include payments based on the index at inception with any future changes in such indices recognized as an expense in the period of change. Where leases contain escalation clauses, rent abatement, or concessions, such as rent holidays and landlord or tenant incentives or allowances, we apply them in the determination of straight-line operating lease cost over the lease term. ROU assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

~~Strategic~~Equity Investments

Investments in entities where we do not have the ability to exercise significant influence and which do not have readily determinable fair values are accounted for at cost, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, if any. ~~Strategic~~Equity investments are included in other assets on our consolidated balance sheets. We assess our ~~strategic~~equity investments for impairment whenever events or changes in circumstances indicate that they may be impaired. The factors we consider in our evaluation include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee or factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations or working capital deficiencies.

Convertible Senior Notes, net

Convertible senior notes, including the embedded conversion features, are accounted for under the traditional convertible debt accounting model entirely as a liability net of unamortized issuance costs. The carrying amount of the liability is classified as a current liability if we have committed to settle with current assets or the holders have the option to convert the notes at any time within twelve months after the reporting date; otherwise, we classify it as a long-term liability as we retain the election to settle conversion requests in shares of our common stock. The embedded conversion features are not remeasured as long as they do not meet the separation requirement of a derivative; otherwise, they are classified as derivative instruments and recorded at fair value with changes in fair value recorded in other income, net on our consolidated statements of operations. The fair value of any derivative instruments related to the notes are determined utilizing Level 2 inputs. Issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the term of the notes. In accounting for conversions of the notes, the carrying amount of the converted notes is reduced by the total consideration paid or issued for the respective converted notes and the difference is recorded to additional paid-in capital on our consolidated balance sheets. In accounting for extinguishments of the notes, the reacquisition price of the extinguished notes is compared to the carrying amount of the respective extinguished notes and a gain or loss is recorded in other income, net on our consolidated statements of operations.

Table of Contents

of any derivative instruments related to the notes are determined utilizing Level 2 inputs. Issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the term of the notes. In accounting for conversions of the notes, the carrying amount of the converted notes is reduced by the total consideration paid or issued for the respective converted notes and the difference is recorded to additional paid-in capital on our consolidated balance sheets. In accounting for extinguishments of the notes, the reacquisition price of the extinguished notes is compared to the carrying amount of the respective extinguished notes and a gain or loss is recorded in other income, net on our consolidated statements of operations.

Revenue Recognition and Deferred Revenue

We recognize revenues when the control of goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy a performance obligation

Revenues are presented net of sales tax collected from customers to be remitted to governmental authorities and net of allowances for estimated and actual refunds, which are based on historical data. Revenues from our Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu offerings are primarily recognized ratably over the monthly subscription period. Revenues from Chegg Skills are recognized over the delivery period, adjusted for an estimate of non-redemption. Revenues from advertising services are recognized upon fulfillment. Revenues from print textbooks and eTextbooks are recognized immediately.62

Table of Contents

Revenues are presented net of sales tax collected from customers to be remitted to governmental authorities and net of allowances for estimated and actual refunds, which are based on historical data. Revenues from our language learning platform and Academic Services are primarily recognized ratably over the monthly subscription period. Revenues from our workforce skilling programs are recognized over the delivery period, adjusted for an estimate of non-redemption, or upon fulfillment. Revenues from advertising services and content licensing are recognized upon fulfillment.

For sales of third-party products, we evaluate whether we are acting as a principal or an agent. Where our role in a transaction is that of principal, revenues are recognized on a gross basis. This requires revenue to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as a cost of revenues. Where our role in a transaction is that of an agent, revenues are recognized on a net basis with revenues representing the margin earned. Our determination is based on our evaluation of whether we control the specified goods or services prior to transferring them to the customer. When deciding the most appropriate basis for presenting revenues or costs of revenues, both the legal form and substance of the agreement between us and our business partners are reviewed to determine each party’s respective role in the transaction. WeFor ~~have~~all ~~concluded~~of ~~that we control~~ our ~~Subscription~~offerings, ~~Services~~aside ~~and~~from ~~therefore we recognize revenues and cost of revenues on a gross basis. For~~ print textbooks and eTextbooks, wewhich ~~have~~are ~~concluded~~no ~~that~~longer provided, we ~~do not~~ control ~~the~~our ~~service~~services and ~~therefore we~~ recognize revenues onand acost ~~net~~of ~~basis~~revenues ~~based~~ on ~~our~~a ~~role~~gross ~~in the transaction as an agent~~basis.

Contract receivables are presented as accounts receivable, net on our consolidated balance sheets and represent unconditional consideration that will be received solely due to the passage of time. Contract assets are contained within other current assets and other assets on our consolidated balance sheets. ~~Contract~~and ~~assets~~ represent the goods or services that we have transferred to a customer before invoicing the customer and primarily consist of the income sharing payment arrangements we offer to students for our ~~Skills~~workforce ~~service.~~skilling programs. Contract ~~receivables~~liabilities are ~~contained~~presented ~~within~~as ~~accounts~~deferred ~~receivable,~~revenue ~~net~~ on our consolidated balance sheets and ~~represent~~primarily ~~unconditional~~consists ~~consideration~~of advanced payments from learners related to subscription performance obligations that ~~will~~have benot ~~received~~been ~~solely~~satisfied ~~due~~and estimated variable consideration. Deferred revenue related to subscription performance obligations is recognized as revenues ratably over the ~~passage~~term for subscriptions or when the services are provided, and all other revenue recognition criteria have been met. Deferred revenue related to variable consideration is recognized as revenues during each reporting period based on the estimated amount we believe we will earn over the life of ~~time~~the contract. ~~Contract~~Deferred ~~liabilities~~contract costs are contained within ~~deferred~~other current assets on our consolidated balance sheets and are recognized if we expect to receive a future benefit from such costs. Deferred contract cost amortization expense is recognized consistent with the pattern of revenue recognition as cost of revenues on our consolidated statements of operations.

Table of Contents

balance sheets. Deferred revenue primarily consists of advanced payments from students related to subscription performance obligations that have not been satisfied and estimated variable consideration. Deferred revenue related to rental and subscription performance obligations is recognized as revenues ratably over the term for subscriptions or when the services are provided, and all other revenue recognition criteria have been met. Deferred revenue related to variable consideration is recognized as revenues during each reporting period based on the estimated amount we believe we will earn over the life of the contract. Deferred contract costs are contained within other current assets on our consolidated balance sheets and are recognized if we expect to receive a future benefit from such costs. Deferred contract cost amortization expense is recognized consistent with the pattern of revenue recognition as cost of revenues on our consolidated statements of operations.

Cost of Revenues

Table of Contents

Research and Development Expense

Paid Marketing Expense

Paid marketing ~~expenses~~expense ~~are~~is expensed as incurred and consist primarily of online advertising and marketing promotional expenditures. During the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, paid marketing ~~expenses~~expense ~~were~~was ~~approximately~~$33.3 million, $55.4 million, and $57.4 million ~~and $62.0 million~~, respectively.

Share-based Compensation Expense

Share-based compensation expense for restricted stock units (RSUs), performance-based restricted stock units (PSUs) with either a market-based condition or financial and strategic performance targets, and employee stock purchase plan (ESPP) is accounted for under the fair value method based on the grant-date fair value of the award. Share-based compensation expense for RSUs and PSUs with financial and strategic performance targets is measured based on the closing fair market value of our common stock, PSUs with a market-based condition are estimated using a Monte Carlo simulation model, and ESPP is estimated using the Black-Scholes-Merton option pricing model. We recognize share-based compensation expense on a straight-line basis for RSUs and ESPP and on a graded basis for PSUs. Share-based compensation expense is reduced by estimated forfeitures, which are estimated at the time of the grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Vesting for all awards is subject to continued service over the requisite service period, which is generally the vesting period. Vesting of PSUs with a market-based condition is also subject to the achievement of certain per share price of our common stock targets and vesting of PSUs with financial and strategic performance targets is also subject to our achievement of specified financial and strategic performance targets. RSUs and PSUs are converted into shares of our common stock upon vesting on a one-for-one basis. RSUs typically vest over one or three years, while PSUs with a market-based condition ~~typically~~or ~~vest over a four-year period and PSUs with~~ financial and strategic performance targets typically vest over a three-year period. Share-based compensation expense for PSUs with a market-based condition is recognized regardless of whether the market condition is satisfied whereas share-based compensation expense for PSUs with financial performance targets is recognized upon estimated or actual achievement of such targets. We assess the achievement of financial and strategic performance targets on a quarterly basis and adjust our share-based compensation expense as appropriate.

Table of Contents

Income Taxes

We account for income taxes under an asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to an amount that is more likely than not to be realized. We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, we recognize the tax benefit as the largest amount that is cumulative more than 50% likely to be realized upon ultimate settlement with the related tax authority. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Net (Loss) Income Per Share

Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by adjusting net (loss) income for all related convertible senior notes activity, net of tax, and adjusting the weighted-average number of shares of common stock outstanding for all potential shares of common stock, including stock options, PSUs, RSUs, and shares related to convertible senior notes, to the extent dilutive. This assumes that all stock options and dilutive convertible shares were exercised or converted and is computed by applying the treasury stock method for outstanding stock options, PSUs, and RSUs, and the if-converted method for outstanding convertible senior notes. Under the treasury stock method, options, PSUs, and RSUs are assumed to be exercised or vested at the beginning of the period or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, ~~outstanding convertible senior notes are assumed to be converted into common stock at the beginning of the period or at the time of issuance, if later.~~

Table of Contents

outstanding convertible senior notes are assumed to be converted into common stock at the beginning of the period or at the time of issuance, if later.

Foreign Currency Translation and Remeasurement

The functional currency of our foreign subsidiaries is the local currency, and our reporting currency is the U.S. Dollar. Adjustments resulting from the translation of foreign currencies into U.S. Dollars for balance sheet amounts are based on the exchange rates as of the consolidated balance sheet date. Revenues and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in accumulated other comprehensive loss as a component of stockholders’ equity and on the consolidated balance sheets. Gains or losses resulting from the remeasurement of foreign currency transactions, which are denominated in currencies other than the functional currency, are included in general and administrative expense on the consolidated statements of operations. During the ~~years~~year ended December 31, ~~2024 and 2023~~2025, ~~the~~net ~~gains and~~ losses from remeasurement of foreign currency transactions were ~~not material~~$1.4 million. During the ~~year~~years ended December 31, ~~2022~~2024 and 2023, ~~net~~the gains and losses from remeasurement of foreign currency transactions were $3not material.~~7 million.~~

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In ~~November~~December ~~2024~~2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2024~~2025-0412, ~~Debt—Debt~~Codification ~~with Conversion and Other Options~~Improvements. ASU ~~2024~~2025-0412 ~~improves~~makes ~~the~~incremental ~~relevance~~improvements ~~and~~to ~~consistency in application of~~ the ~~induced conversion guidance requirements in~~ Accounting Standards Codification (ASC) ~~470-20—Debt~~and U.S. GAAP. Early adoption is permitted, and the guidance ~~can~~may be applied on either aprospectively ~~prospective~~ or ~~retrospective~~retrospectively ~~basis~~to the beginning of the earliest comparative period presented. The guidance is effective for annual reporting periods beginning after December 15, ~~2025~~2026 and interim reporting periods within those annual periods. We did not early adopt ASU ~~2024~~2025-0412 and we are currently in the process of evaluating the impact of this guidance.

In ~~November~~December ~~2024~~2025, the ~~Financial Accounting Standards Board (~~FASB) issued ASU ~~2024~~2025-0311, ~~Income~~Interim ~~Statement—~~Reporting ~~Comprehensive~~- ~~Income—Expense~~Narrow ~~Disaggregation~~Scope ~~Disclosures~~Improvements. ASU ~~2024~~2025-0311 ~~requires~~improves ~~disclosure~~the ofguidance ~~specified~~in ~~information~~ASC ~~about~~270, ~~certain~~Interim ~~costs~~Reporting, ~~and~~by ~~expenses~~improving inthe navigability of the ~~notes~~required tointerim ~~financial~~disclosures ~~statements~~and clarifying when that guidance is applicable. Early adoption is permitted, and the guidance ~~will~~may be applied either prospectively ~~with~~or ~~the~~retrospectively ~~option~~ to ~~apply~~any ~~retrospectively~~or all prior periods presented in the financial statements. The guidance is effective for ~~annual~~interim reporting periods ~~beginning~~within ~~after~~annual ~~December~~reporting ~~15, 2026 and interim~~ periods beginning after December 15, 2027. We did not early adopt ASU ~~2024~~2025-0311 and we are currently in the process of evaluating the impact of this guidance.

In ~~March~~September ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0206, ~~Codification~~Intangibles—Goodwill ~~Improvements~~and Other—~~Amendments~~Internal-Use toSoftware. ~~Remove~~ASU ~~References~~2025-06 tomodernizes the ~~Concepts~~accounting ~~Statements.~~for ~~ASU~~software ~~2024~~costs that are accounted for under ASC 350-0240 ~~removes~~and ~~various~~350-50 by removing references to prescriptive and sequential software development stages and requiring capitalization of software costs to begin when management has authorized and committed to funding the ~~FASB’s~~project ~~Concepts~~and ~~Statements~~it ~~from~~is probable that the ~~FASB’s~~project ~~Accounting~~will ~~Standards~~be ~~Codification~~completed and used as intended. Early adoption is permitted, and the guidance ~~will~~may be applied ~~prospectively~~on ~~with~~either a prospective, retrospective or modified basis. The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual periods. We did not early adopt ASU 2025-06 and we are currently in the ~~option~~process of evaluating the impact of this guidance.

69In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses. ASU 2025-05 introduces a practical expedient related to applying ASC 326-20 to current accounts receivable and contract assets. Early adoption is permitted, and the guidance will be applied on a prospective basis. The guidance is effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods. We did not early adopt ASU 2025-05 and do not believe its adoption will significantly impact our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options. ASU 2024-04 improves the relevance and consistency in application of the induced conversion guidance requirements in ASC 470-20—Debt. Early adoption is permitted, and the guidance can be applied on either a prospective or retrospective basis. The guidance is effective for annual periods beginning after December 15, 2025 and interim periods within those annual periods. We did not early adopt ASU 2024-04 and do not believe its adoption will significantly impact our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to financial statements. Early adoption is permitted, and the guidance will be applied prospectively with the option to apply retrospectively. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods

Table of Contents

~~to apply retrospectively. The guidance is effective for annual periods~~ beginning after December 15, ~~2024~~2027. We did not early adopt ASU 2024-0203 and dowe ~~not~~are ~~believe~~currently itin ~~will~~the ~~have~~process aof ~~significant~~evaluating the impact onof ~~our~~this ~~financial statements~~guidance.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid that meet a quantitative threshold. Early adoption is permitted, and the guidance will be applied prospectively with the option to apply retrospectively. The guidance is effective for annual periods beginning after December 15, 2024. We did not early adopt ASU 2023-09 and we are currently in the process of evaluating the impact of this guidance.

Recently Adopted Accounting Pronouncements

In ~~November~~March ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0702, Codification Improvements—Amendments to ~~Reportable~~Remove ~~Segment~~References ~~Disclosures~~to the Concepts Statements. ASU ~~2023~~2024-0702 ~~enhances~~removes ~~current~~various ~~interim~~references ~~and~~to ~~annual~~the ~~reportable~~FASB’s ~~segment~~Concepts ~~disclosures~~Statements ~~and~~from ~~requires~~the ~~additional~~FASB’s ~~disclosures about significant segment expenses~~ASC. ~~Public~~Early ~~entities~~adoption ~~with~~is apermitted, ~~single~~and ~~reportable segment are required to apply~~ the ~~disclosure~~guidance ~~requirements~~will inbe ~~ASU~~applied ~~2023-07,~~prospectively aswith ~~well~~the asoption ~~all~~to ~~existing~~apply ~~segment~~retrospectively. ~~disclosures~~The ~~and~~guidance ~~reconciliation~~is ~~requirements~~effective infor ~~ASC~~annual ~~280—Segment~~periods ~~Reporting~~beginning onafter anDecember ~~interim~~15, ~~and annual basis~~2024. InWe ~~2024, we~~ adopted ASU ~~2023~~2024-0702 on aJanuary ~~retrospective~~1, ~~basis~~2025 ~~for~~under ~~annual~~the ~~periods~~prospective ~~starting~~method ~~with~~and ~~this~~there ~~Annual~~was ~~Report~~not ona ~~Form~~significant ~~10-K.~~impact ~~For further information~~ on ~~the~~our ~~additional~~financial ~~reportable segment disclosures, refer to “Note 18, Segment Information~~statements.”

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid that meet a quantitative threshold. Early adoption is permitted, and the guidance will be applied prospectively with the option to apply retrospectively. The guidance is effective for annual periods beginning after December 15, 2024. We adopted ASU 2023-09 on January 1, 2025 under the prospective method and the adoption of this guidance did not have an effect on our financial position, results of operations or cash flows as the adoption only resulted in additional disclosures. For further information on the additional disclosures refer to “Note 14. Income Taxes”.

Note 3. Revenues

Revenue Recognition

~~Revenues~~We ~~are~~have ~~recognized~~changed ~~when~~our ~~control~~revenue ofdisaggregation ~~the~~from ~~promised~~Subscription ~~goods~~Services orand ~~services~~Skills isand ~~transferred~~Other to ~~our~~Chegg ~~customers,~~Skilling inand anAcademic ~~amount~~Services ~~that reflects the consideration we expect~~ to bebetter ~~entitled~~reflect tothe innature ~~exchange~~of ~~for~~revenue ~~those~~and ~~goods~~cash ~~or services~~flows. The ~~majority~~following oftable presents our ~~revenues~~total ~~are~~net ~~recognized~~revenues ~~over~~for ~~time~~the asperiods ~~services~~shown ~~are~~disaggregated ~~performed,~~for ~~with~~our ~~certain~~Chegg ~~revenues~~Skilling ~~being~~and Academic ~~recognized~~Services atproduct alines ~~point~~ (in ~~time.~~thousands, except percentages):

The following table presents our total net revenues for the periods shown disaggregated for our Subscription Services and Skills and Other product lines (in thousands, except percentages):


	Years Ended December 31,						Change in 2025				Change in 2024
	2025		2024		2023		$		%		$		%
Chegg Skilling	$	68,654	$	73,959	$	76,812	$	(5,305)	(7)	%	$	(2,853)	(4)	%
Academic Services	308,254		543,615		639,483		(235,361)		(43)		(95,868)		(15)
Total net revenues	$	376,908	$	617,574	$	716,295	$	(240,666)	(39)		$	(98,721)	(14)

	Years Ended December 31,						Change in 2024				Change in 2023
	2024		2023		2022		$		%		$		%
Subscription Services	$	549,211	$	640,520	$	671,968	$	(91,309)	(14)	%	$	(31,448)	(5)	%
Skills and Other	68,363		75,775		94,929		(7,412)		(10)		(19,154)		(20)
Total net revenues	$	617,574	$	716,295	$	766,897	$	(98,721)	(14)		$	(50,602)	(7)

During the years ended December 31, 2025, 2024, and 2023, we recognized revenues of $39.2 million, $53.5 million, and $54.5 million, respectively, that were included in our deferred revenue balance at the beginning of each respective fiscal year. During the years ended December 31, 2025, 2024, and 2023, we recognized revenues from performance obligations satisfied in previous periods of an immaterial amount, $2.8 million, and an immaterial amount, respectively. As of December 31, 2025 and 2024, the closing balance of deferred contract costs was $3.1 million and $2.8 million, respectively, and during the years ended December 31, 2025, 2024, and 2023, we recognized deferred contract cost amortization of $14.3 million, $16.1 million, and $15.8 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, we recognized $53.5 million, $54.5 million and $33.9 million, respectively, of revenues that were included in our deferred revenue balance at the beginning of each respective fiscal year. During the year ended December 31, 2024, we recognized revenues of $2.8 million from performance obligations satisfied in previous periods and during the years ended December 31, 2023, and 2022, we recognized an immaterial amount of revenues from performance obligations satisfied in previous periods. As of December 31, 2024 and 2023, the closing balance of deferred contract costs was $2.8 million and $6.0 million, respectively, and we recognized $16.1 million and $15.8 million of deferred contract cost amortization during the years ended December 31, 2024 and 2023, respectively.

Contract Balances

The following table presents our accounts receivable, net, contract assets, and deferred revenue balances (in thousands, except percentages):

	December 31,				Change
	2024		2023		$		%
	2025		2024		$		%
Accounts receivable, net	$	2315,~~641~~604	$	3123,~~404~~641	$	(78,~~763~~037)	(2534)	%
Contract assets	76,~~027~~536		87,~~598~~027		(~~1,571~~491)		(187)
Deferred revenue	3929,~~217~~675		5539,~~336~~217		(169,~~119~~542)		(2924)

7066

Table of Contents

During the year ended December 31, ~~2024~~2025, our accounts receivable, net balance decreased by $7.8.0 million, or 2534%, primarily due to lower bookings ~~from~~and ~~Chegg~~higher ~~Skills~~cash collections. During the year ended December 31, ~~2024~~2025, our contract assets balance decreased by $10.65 million or 187%, primarily due to ~~our~~cash ~~Skills offering~~collections. During the year ended December 31, ~~2024~~2025, our deferred revenue balance decreased by $169.15 million, or 2924%, primarily due to lower bookings ~~from Subscription Services and Chegg Skills~~.

Note 4. Net (Loss) Income Per Share

The following table presents the computation of basic and diluted net (loss) income per share (in thousands, except per share amounts):

	Years Ended December 31,
		2024		2023		2022
		2025		2024		2023
Basic
Numerator:
Net (loss) income		$	(~~837~~103,~~068~~421)	$	18(837,~~180~~068)	$	~~266~~18,~~638~~180
Denominator:
Weighted average shares used to compute net (loss) income per share, basic		~~103~~107,~~300~~484		~~116~~103,~~504~~300		~~127~~116,~~557~~504
Net (loss) income per share, basic		$	(80.1096)	$	0(8.1610)	$	20.0916
Diluted
Numerator:
Net (loss) income		$	(~~837~~103,~~068~~421)	$	18(837,~~180~~068)	$	~~266~~18,~~638~~180
Convertible senior notes activity, net of tax		—		~~(61,694)~~—		(6561,~~444~~694)
Net (loss) income, diluted		$	(837,068)	$	(43,514)	$	201,194
Net loss, diluted		$	(103,421)	$	(837,068)	$	(43,514)
Denominator:
Weighted average shares used to compute net (loss) income per share, basic		~~103~~107,~~300~~484		~~116~~103,~~504~~300		~~127~~116,~~557~~504
Shares related to stock plan activity		—		—		968
Shares related to convertible senior notes		—		—		12,065
Shares related to convertible senior notes		—		12,065		21,334
Weighted average shares used to compute net loss per share, diluted		107,484		103,300		128,569
Weighted average shares used to compute net (loss) income per share, diluted		103,300		128,569		149,859
Net loss per share, diluted		$	(0.96)	$	(8.10)	$	(0.34)
Net (loss) income per share, diluted		$	(8.10)	$	(0.34)	$	1.34

The following table presents potential weighted-average shares of common stock outstanding that were excluded from the computation of diluted net (loss) ~~income~~ per share because including them would have been anti-dilutive (in thousands):

	Years Ended December 31,
		2024	2023	2022
		2025	2024	2023
Shares related to stock plan activity		73,~~206~~786	87,~~442~~206	38,~~556~~442
Shares related to convertible senior notes		92,~~234~~069	—9,234	—
Total common stock equivalents		165,~~440~~855	816,~~442~~440	38,~~556~~442

7167

Table of Contents

Note 5. Cash and Cash Equivalents, and Investments and Fair Value Measurements

The following tables present our cash and cash equivalents, and investments’ fair value level classification, adjusted cost, unrealized gain, unrealized loss and fair value ~~as of December 31, 2024 and 2023~~ (in thousands):


	December 31, 2025
	Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash		$	16,942	$	—	$	—	$	16,942
Money market funds	Level 1	14,204		—		—		14,204
Total cash and cash equivalents		$	31,146	$	—	$	—	$	31,146
Short-term investments:

Corporate debt securities	Level 2	$	41,549	$	125	$	—	$	41,674



Long-term investments:
Corporate debt securities	Level 2	$	12,290	$	102	$	—	$	12,392


	December 31, 2024
	Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash		$	28,716	$	—	$	—	$	28,716
Money market funds	Level 1	132,759		—		—		132,759



Total cash and cash equivalents		$	161,475	$	—	$	—	$	161,475
Short-term investments:

Corporate debt securities	Level 2	$	113,968	$	157	$	(29)	$	114,096
U.S. treasury securities	Level 1	40,162		—		(9)		40,153
Total short-term investments		$	154,130	$	157	$	(38)	$	154,249
Long-term investments:
Corporate debt securities	Level 2	$	133,516	$	736	$	(78)	$	134,174
U.S. treasury securities	Level 1	78,405		97		(26)		78,476

Total long-term investments		$	211,921	$	833	$	(104)	$	212,650

	December 31, 2023
	Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:
Cash		$	45,050	$	—	$	—	$	45,050
Money market funds	Level 1	90,707		—		—		90,707
Total cash and cash equivalents		$	135,757	$	—	$	—	$	135,757
Short-term investments:
Corporate debt securities	Level 2	$	69,548	$	—	$	(170)	$	69,378
U.S. treasury securities	Level 1	25,734		—		(114)		25,620
Agency bonds	Level 2	99,505		—		(246)		99,259
Total short-term investments		$	194,787	$	—	$	(530)	$	194,257
Long-term investments:
Corporate debt securities	Level 2	$	191,467	$	898	$	(213)	$	192,152
U.S. treasury securities	Level 1	57,287		165		(57)		57,395
Total long-term investments		$	248,754	$	1,063	$	(270)	$	249,547

During the years ended December 31, 2025, 2024 and 2023, we did not recognize any losses on our investments due to credit related factors.

AsThe ~~of December 31,~~following ~~2024,~~table wepresents ~~determined that~~ the ~~declines~~realized ingain ~~the~~and ~~market~~loss ~~value of our investment portfolio were not driven by credit~~ related ~~factors.~~to ~~During~~ the ~~years~~ ~~ended~~sale ~~December 31,~~of ~~2024, 2023 and 2022, we did not recognize any losses on~~ our investments ~~due~~(in ~~to credit related factors.~~ thousands):

The following table presents the realized gain and loss related to our investments (in thousands):


	Years Ended December 31,
		2025		2024		2023
Realized gain		$	813	$	16	$	346
Realized loss		(61)		(43)		(2,452)
Total realized gain (loss)		$	752	$	(27)	$	(2,106)

	Years Ended December 31,
		2024		2023		2022
Realized gain		$	16	$	346	$	64
Realized loss		(43)		(2,452)		(9,739)
Realized loss on sale of investments		$	(27)	$	(2,106)	$	(9,675)

Table of Contents

The following table presents our cash equivalents and investments' adjusted cost and fair value by contractual maturity ~~as of~~ ~~December 31, 2024~~ (in thousands):

	December 31, 2024
	December 31, 2025
	Adjusted Cost		Fair Value
Due within one year	$	~~154~~41,~~130~~549	$	~~154~~41,~~249~~674
Due after one year through three years	~~211~~12,~~921~~290		~~212~~12,~~650~~392
Investments not due at a single maturity date	~~132~~14,~~759~~204		~~132~~14,~~759~~204
Total	$	~~498~~68,~~810~~043	$	~~499~~68,~~658~~270

Investments not due at a single maturity date in the preceding table consisted of money market funds.

~~Strategic~~Equity ~~Investments~~Investment

In ~~May~~July ~~2023~~2022, we ~~entered~~completed ~~into~~an aequity investment of $156.0 million ~~commitment to invest~~ in ~~Sound~~Knack ~~Ventures AI Fund~~Technologies, LInc.P. (~~Sound Ventures~~Knack), a ~~limited~~privately ~~partnership~~held ~~that~~U.S. ~~invests~~based inpeer-to-peer ~~artificial~~tutoring ~~intelligence~~platform ~~companies,~~ for anhigher ~~approximate~~education ~~6% ownership~~institutions. We ~~accounted~~do ~~for~~not ~~our~~have ~~investment~~the ~~under~~ability ~~the~~to ~~equity~~exercise ~~method~~significant ofinfluence ~~accounting.~~over AsKnack's ofoperating ~~December~~and ~~31,~~financial ~~2023,~~policies ~~the~~and ~~carrying~~have ~~amount~~elected ofto account for our investment ~~was~~at ~~$11.7 million.~~cost Onas ~~January~~it 1,does ~~2024,~~not wehave ~~sold~~a ~~our~~readily ~~investment~~determinable ~~for~~fair avalue. ~~total~~During ~~cash~~the ~~consideration~~year ofended ~~$15.5 million~~December 31, ~~resulting~~2025, inwe recorded a ~~gain of~~ $36.80 million. ~~The~~impairment ~~cash~~charge ~~payment~~on ~~received~~our ~~was~~investment in Knack included within ~~cash~~general ~~flows~~and ~~from~~administrative ~~investing~~expense ~~activities~~ on our consolidated statements of ~~cash~~operations. ~~flows~~Our ~~and~~impairment assessment was the ~~gain~~result ~~was~~of ~~included~~changes ~~within~~in ~~other~~our ~~income,~~rights ~~net~~as onan ~~our~~investor ~~consolidated~~and ~~statements~~uncertainty ofaround Knack's ability to support their future operations.

In July 2022, we completed an investment of $6.0 million in Knack Technologies, Inc. (Knack), a privately held U.S. based peer-to-peer tutoring platform for higher education institutions. We do not have the ability to exercise significant influence over Knack's operating and financial policies and have elected to account for our investment at cost as it does not have a readily determinable fair value.

We did not record any impairment charges on our strategic investments during the years ended December 31, 2024, 2023 and 2022, as there were no significant identified events or changes in circumstances that would be considered an indicator for impairment. There were no observable price changes in orderly transactions for the identical or similar investments of the same issuers during the years ended December 31, 2024, 2023 and 2022.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the 2026 notes. The estimated fair value ~~of the notes~~ was determined based on the trading price ~~of the notes~~ as of the last day of trading for the period. Weand we consider ~~the~~it ~~fair value of the notes~~ to be a Level 2 measurement due to the limited trading activity. The estimated fair value of the 2026 notes as of December 31, ~~2024~~2025 and ~~2023 was $105.8 million and $202.9 million, respectively. The estimated fair value of the 2025 notes as of December 31,~~ 2024 ~~and 2023~~ was $~~350~~45.40 million and $~~329~~105.58 million, respectively. For further information on the 2026 notes refer to "Note 8,. “Convertible Senior Notes.”

Table of Contents

Note 6. Property and Equipment, Net

The following table presents our property and equipment, net balances (in thousands):

	December 31,
	2024		2023
	2025		2024
Content	$	~~381~~351,~~629~~416	$	~~346~~381,~~749~~629
Internal-use software and website development	6742,~~612~~677		5167,~~855~~612
Leasehold improvements	82,~~207~~827		108,~~857~~207
Furniture and fixtures	31,~~346~~127		43,~~607~~346
Computer and equipment	21,~~953~~949		32,~~496~~953
Property and equipment	~~463~~399,~~747~~996		~~417~~463,~~564~~747
Less accumulated depreciation	(~~293~~284,~~099~~828)		(~~234~~293,~~491~~099)
Property and equipment, net	$	~~170~~115,~~648~~168	$	~~183~~170,~~073~~648

Depreciation expense during the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 was $6874.3 million, $~~105~~68.3 million, ~~which~~ ~~included~~and ~~the~~ $34105.23 million ~~accelerated depreciation discussed below~~, ~~and $64.1 million,~~ respectively.

InDuring ~~connection~~the ~~with~~year ~~the~~ended ~~November~~December ~~2024~~31, ~~restructuring~~2025, we streamlined our product experiences. ~~and~~As ina ~~connection with the June 2024 restructuring~~result, we ~~announced~~elected ~~that we will no longer offer Chegg Skills directly~~ to ~~customers.~~abandon Ascertain acontent ~~result,~~and ~~we impaired~~ internal-use software ~~and content~~ assets and ~~accelerated~~recorded ~~depreciation~~charges of ~~certain~~$18.2 million, ~~content~~consisting ~~assets~~ of $616.12 million ~~during~~of ~~the~~accelerated ~~year~~depreciation ~~ended~~expense ~~December 31, 2024, which were~~ classified as cost of revenues on our consolidated statements of operations and $2.0 million ~~For~~of ~~further~~impairment ~~information~~of onin-progress ~~the~~internal-use ~~November~~software ~~2024~~assets ~~and~~classified ~~June~~as ~~2024~~impairment ~~restructurings,~~expense ~~see~~on ~~Note~~our ~~15,~~consolidated ~~“Restructuring~~statements ~~Charges~~of operations.”

In connection with the intangible assets impairment analysis performed in June 2024, we also recorded an impairment of $10.0 million related to property and equipment, consisting of $6.6 million of content assets and $3.4 million of internal-use software assets, during the year ended December 31, 2024, which was classified as impairment expense on our consolidated statements of operations. For further information on the intangible assets impairment analysis, see Note 7, “Goodwill and Intangible Assets.”69

InTable ~~connection with the design and build~~ of our new generative AI experience in August 2023, we streamlined our product experiences. As a result, during the year ended December 31, 2023, we elected to abandon certain content and internal-use software assets and recorded charges of $38.2 million, consisting of $34.2 million of accelerated depreciation over shortened useful lives for completed assets, impaired internal-use software assets of $2.6 million, and $1.4 million in other costs recognized in association with abandoning these assets. All of which were classified as cost of revenues on our consolidated statements of operations. Contents

Note 7. Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of our goodwill ~~balances~~balance (in thousands):

	December 31,
	December 31,2024
	2024		2023
Beginning balance	$	631,995
Beginning balance	$	631,995	$	615,093
Impairment expense	(635,391)
Impairment expense	(635,391)		—
Foreign currency translation adjustment	3,396
Foreign currency translation adjustment	3,396		16,902
Ending balance	$	—
Ending balance	$	—	$	631,995

74As of December 31, 2024, the carrying amount of goodwill was fully impaired. In September 2024 and June 2024, in consideration of the sustained decline in our stock price, industry developments, and our financial performance, we evaluated our current operating performance. Accordingly, we determined that there were indicators of impairment and a quantitative assessment was necessary. In the quantitative assessment, we estimated the fair value of our reporting unit utilizing an income approach, based on the present value of future discounted cash flows, which is classified as Level 3 in the fair value hierarchy. Significant estimates used to determine fair value include the weighted average cost of capital, growth rates, and amount and timing of expected future cash flows. As a result of the quantitative assessment, we determined that goodwill was impaired as the fair value of our reporting unit was less than the carrying value. As such, during the year ended December 31, 2024, we recorded impairment expense of $635.4 million equal to the excess of the carrying value of our reporting unit over the estimated fair value, limited to the remaining balance of goodwill, which was classified as impairment expense on our consolidated statements of operations.

Table of Contents

In September 2024 and June 2024, in consideration of the sustained decline in our stock price, industry developments, and our financial performance, we evaluated our current operating performance. Accordingly, we determined that there were indicators of impairment and a quantitative assessment was necessary. In the quantitative assessment, we estimated the fair value of our reporting unit utilizing an income approach, based on the present value of future discounted cash flows, which is classified as Level 3 in the fair value hierarchy. Significant estimates used to determine fair value include the weighted average cost of capital, growth rates, and amount and timing of expected future cash flows. As a result of the quantitative assessment, we determined that goodwill was impaired as the fair value of our reporting unit was less than the carrying value. As such, during the year ended December 31, 2024, we recorded impairment expense of $635.4 million equal to the excess of the carrying value of our reporting unit over the estimated fair value, limited to the remaining balance of goodwill, which was classified as impairment expense on our consolidated statements of operations. We did not record goodwill impairment expense during the years ended December 31, 2023, and 2022.

Intangible Assets

The following table presents our intangible assets balances (in thousands, except weighted-average amortization period):

	December 31, 2024
	December 31, 2025
	Weighted-Average AmortizationPeriod(in months)	GrossCarryingAmount		AccumulatedAmortization		Accumulated Impairment		Foreign Currency Translation Adjustment		Net Carrying Amount
Developed technologies	80	$	106,703	$	(6367,~~029~~335)	$	(29,369)	$	(3,958)	$	106,~~347~~041
Content libraries	60	12,230		(12,230)		—		—		—
Customer lists	35	34,190		(32,892)		—		(1,298)		—
Trade and domain names	52	16,213		(13,343)		(2,493)		(377)		—
Total intangible assets	67	$	169,336	$	(~~121~~125,~~494~~800)	$	(31,862)	$	(5,633)	$	106,~~347~~041

	December 31, 2023
	December 31, 2024
	Weighted-Average AmortizationPeriod(in months)	GrossCarryingAmount		AccumulatedAmortization		Accumulated Impairment		Foreign Currency Translation Adjustment		NetCarryingAmount
Developed technologies	80	$	106,703	$	(5563,~~651~~029)	$	—(29,369)	$	(3,~~757~~958)	$	4710,~~295~~347
Content libraries	60	12,230		(1112,~~189~~230)		—		—		~~1,041~~—
Customer lists	35	34,190		(3132,~~836~~892)		—		(1,298)		~~1,056~~—
Trade and domain names	52	16,213		(1213,~~817~~343)		—(2,493)		(~~358~~377)		~~3,038~~—
Total intangible assets	67	$	169,336	$	(~~111~~121,~~493~~494)	$	—(31,862)	$	(5,~~413~~633)	$	5210,~~430~~347

During the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, intangible assets amortization expense was $104.03 million, $2410.40 million and $2524.94 million, respectively.

In conjunction with our goodwill impairment analysis in June 2024, we determined that there were indicators of impairment for our Busuu intangible assets and a recoverability test was necessary. In the recoverability test, we determined that the expected future undiscounted cash flows for the asset group were not sufficient to recover the carrying value. We then proceeded in estimating the fair value of the asset group utilizing the income approach, based on a present value of future discounted cash flows, which is classified as Level 3 in the fair value hierarchy. Significant estimates used to determine fair value include the growth rates and amount and timing of expected future cash flows. As a result of the impairment test, we determined the asset group was impaired and recorded a $31.9 million impairment expense related to the intangible assets during the year ended December 31, 2024, which was classified as impairment expense on our consolidated statements of operations. In connection with the design and build of our new generative AI experience in August 2023, we streamlined our product experiences. During the year ended December 31, 2023, we recognized an impairment charge on our indefinite-lived intangible asset of $3.6 million.

7570

Table of Contents

that the expected future undiscounted cash flows for the asset group were not sufficient to recover the carrying value. We then proceeded in estimating the fair value of the asset group utilizing the income approach, based on a present value of future discounted cash flows, which is classified as Level 3 in the fair value hierarchy. Significant estimates used to determine fair value include the growth rates and amount and timing of expected future cash flows. As a result of the impairment test, we determined the asset group was impaired and recorded a $31.9 million impairment expense related to the intangible assets during the year ended December 31, 2024, which was classified as impairment expense on our consolidated statements of operations.

The following table presents the estimated future intangible assets amortization expense (in thousands):

	December 31, 2024
	December 31, 2025
2025	$	4,240
2026	3,831
2026	3,897
2027	1,776
2028	407
2029	27
Total	$	106,~~347~~041

Note 8. Convertible Senior Notes

In August 2020, we issued $1.0 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (2026 notes). ~~In March/April 2019, we issued $800 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (2025 notes, together with the 2026 notes, the notes).~~ The 2026 notes bear no interest and will mature on September 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. ~~The~~As ~~2025 notes bear interest~~ of ~~0.125% per year which is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September~~December 1531, ~~2019. The~~ 2025 ~~notes will mature on March 15~~, ~~2025,~~the ~~unless~~total ~~repurchased,~~principal ~~redeemed~~amount orof ~~converted~~2026 innotes ~~accordance~~outstanding ~~with~~was ~~their terms prior to such date~~$53.9 Asmillion ofand ~~December 31, 2024,~~ 9,297,800 ~~and 6,961,352~~ shares remained underlying the 2026 notes ~~and 2025 notes, respectively~~.

~~Each~~In $1March/April 2019,~~000~~ ~~principal~~we ~~amount~~issued ~~of the 2026 notes will initially be convertible into 9.2978 shares of our common stock. This is equivalent to an initial conversion price of approximately~~ $~~107.55~~800 million ~~per share, which is subject to adjustment~~ in ~~certain~~aggregate ~~circumstances. Each $1,000~~ principal amount of ~~the~~0.125% ~~2025 notes will initially be~~ convertible ~~into~~senior ~~19.3956~~notes ~~shares~~due ofin ~~our~~2025 ~~common~~(2025 ~~stock~~notes). ~~This~~The is2025 ~~equivalent~~notes tomatured ~~an initial conversion price of approximately $51.56 per share, which is subject to adjustment in certain circumstances. Prior to the close of business~~ on ~~the~~March ~~business day immediately preceding June 1, 2026 for the 2026 notes and December~~ 15, ~~2024 for the~~ 2025 ~~notes,~~and ~~the~~we ~~notes~~paid ~~are convertible at the option of holders only upon satisfaction of certain circumstances~~$358. ~~On or after June~~9 1,million ~~2026~~to ~~for~~repay the ~~2026~~outstanding ~~notes and December 15, 2024 for the~~ 2025 notes ~~until~~which ~~the~~was ~~close~~classified ofas ~~business~~a onfinancing ~~the~~activity ~~second~~on scheduled trading day immediately preceding the respective maturity dates, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the notes may be settled in shares of our ~~common~~consolidated ~~stock,~~statements ~~cash or a combination~~ of cash ~~and shares of our common stock, at our election~~flows.

AsEach $1,000 principal amount of ~~December 31~~the 2026 notes will initially be convertible into 9.2978 shares of our common stock. This is equivalent to an initial conversion price of approximately $107.55 per share, ~~2024~~which is subject to adjustment in certain circumstances. Prior to the close of business on the business day immediately preceding June 1, 2026 for the 2026 notes, ~~are~~the ~~not~~notes are convertible ~~and~~at ~~have~~the ~~been~~option ~~classified~~of asholders aonly ~~long-term~~upon ~~liability~~satisfaction of certain circumstances. As of December 31, ~~2024~~2025, the ~~2025~~circumstances allowing holders of the 2026 notes ~~are~~to ~~convertible~~convert atwere ~~any~~not ~~time~~met. On or after June 1, 2026 until the close of business on the second scheduled trading day immediately preceding ~~their~~the maturity ~~date~~dates, holders may convert their notes at any time, regardless of the circumstances. Upon conversion, the notes may be settled in shares of our common stock, cash or a combination of cash and ~~have~~shares ~~been~~of our common stock, at our election. As of December 31, 2025, the 2026 notes were classified as a current liability. Weon ~~expect~~our toconsolidated ~~settle~~balance sheets as they will be convertible at the option of the holders at any ~~2025~~time ~~Notes~~beginning ~~conversion~~June ~~requests~~1, in2026 ~~shares~~and will mature on September 1, 2026, both of ~~our~~which ~~common~~are ~~stock~~within the next twelve months.

In ~~November~~December ~~2024~~2025, in connection with our securities repurchase program, we extinguished $~~116~~8.69 million aggregate principal amount of the 2026 notes in privately-negotiated transactions for a total consideration of $968.23 million, which was paid to the holders in cash. We also incurred ~~approximately~~an ~~$0.3 million~~immaterial inamount of fees resulting in a total reacquisition price of $968.54 million. The carrying amount of the extinguished notes was $~~116~~8.08 million resulting in a $190.5 million gain on early extinguishment of debt. We elected to reacquire and not cancel the extinguished 2026 notes and left the associated capped call transactions outstanding.

~~The~~In ~~following~~March ~~table~~2025, ~~presents~~in connection with our securities repurchase program, we extinguished $65.2 million aggregate principal amount of the ~~net~~2026 notes in privately-negotiated transactions for a total consideration of $57.4 million, which was paid to the holders in cash. We also incurred approximately $0.2 million in fees resulting in a total reacquisition price of $57.6 million. The carrying amount of the extinguished notes (was $64.9 million resulting in ~~thousands):~~a $7.4 million gain on early extinguishment of debt. We elected to reacquire and not cancel the extinguished 2026 notes and left the associated capped call transactions outstanding.

	December 31, 2024				December 31, 2023
	2026 Notes		2025 Notes			2026 Notes		2025 Notes
Principal amount	$	127,906	$	358,914		$	244,479	$	358,914
Unamortized issuance costs	(562)		(309)			(1,721)		(1,835)
Net carrying amount	$	127,344	$	358,605		$	242,758	$	357,079

Table of Contents

The following table presents the net carrying amount of the notes (in thousands):


	December 31, 2025				December 31, 2024
	2026 Notes		2025 Notes			2026 Notes		2025 Notes
Principal amount	$	53,860	$	—		$	127,906	$	358,914

Unamortized issuance costs	(95)		—			(562)		(309)
Net carrying amount	$	53,765	$	—		$	127,344	$	358,605

The following table presents the total interest expense recognized related to the notes (in thousands):

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
2026 notes:
Contractual interest expense	$	—	$	—	$	—
Amortization of issuance costs	~~620~~192		~~1,035~~620		21,~~196~~035
Total 2026 notes interest expense	$	~~620~~192	$	~~1,035~~620	$	21,~~196~~035
2025 notes:
Contractual interest expense	$	~~443~~90	$	~~621~~443	$	~~874~~621
Amortization of issuance costs	~~1,527~~308		21,~~121~~527		2,~~970~~121
Total 2025 notes interest expense	$	~~1,970~~398	$	21,~~742~~970	$	32,~~844~~742

Capped Call Transactions

Concurrently with the offering of the 2026 notes ~~and 2025 notes~~, we used $103.4 million ~~and $97.2 million, respectively,~~ of the net proceeds to enter into privately negotiated capped call transactions which are expected to reduce or offset potential dilution to holders of our common stock upon conversion of the notes or offset the potential cash payments we would be required to make in excess of the principal amount of any converted notes. The capped call transactions automatically exercise upon conversion of the notes and as of December 31, ~~2024~~2025, cover 9,297,800 ~~and 6,961,352~~ shares of our common stock for the 2026 notes ~~and 2025 notes, respectively~~. These are intended to effectively increase the overall conversion price from $107.55 to $156.44 per share for the 2026 notes ~~and $51~~.56 ~~to $79.32 per share for the 2025 notes.~~ The effective increase in conversion price as a result of the capped call transactions serves to reduce potential dilution to holders of our common stock and/or offset the cash payments we are required to make in excess of the principal amount of any converted notes. As these transactions meet certain accounting criteria, they are recorded in stockholders’ equity as a reduction of additional paid-in capital on our consolidated balance sheets and are not accounted for as derivatives. The fair value of the capped call instrument is not remeasured each reporting period. The cost of the capped call is not expected to be deductible for tax purposes.

Note 9. Leases

Our ~~primary~~ operating lease commitments ~~as of December 31, 2024~~ are related to our corporate ~~headquarters and~~ offices ~~in the United States and internationally~~. As of December 31, ~~2024~~2025 and ~~2023~~2024, we had operating lease ROU assets of $2213.32 million and $2522.13 million, respectively, and operating lease liabilities of $2419.15 million and $24.91 million, respectively. As of December 31, ~~2024~~2025 and ~~2023~~2024, our weighted average remaining lease term in years was 65.39 and 36.93, respectively, and our weighted average discount rate was 5.6.0% and 5.86%, respectively.

In connection with the ~~November~~May ~~2024~~2025 and ~~June~~October ~~2024~~2025 restructuring ~~actions~~plans, we announced the closure of our ~~New~~Santa ~~York~~Clara ~~office~~ and ~~two~~Portland ~~international~~ offices. As a result, during the year ended December 31, ~~2024~~2025, we recorded a full impairment of $57.63 million, consisting of $46.14 million impairment of ROU assets and $10.59 million impairment of leasehold improvements, which was classified as general and administrative expense on our consolidated ~~statement~~statements of operations. Our intent and ability to sublease the ~~office~~offices as well as the local market conditions were factored in when measuring the amount of impairment. For further information on the ~~November~~May ~~2024~~2025 and ~~June~~October ~~2024~~2025 restructuring ~~actions~~plans, see “Note 15,. “Restructuring Charges.”

During the year ended December 31, ~~2024~~2025, we obtained $~~10.~~1.6 million of ROU assets in exchange for lease liabilities primarily asdue ~~we entered into an amendment related~~ to ~~our~~the ~~offices~~commencement inof ~~India~~a ~~that~~two ~~modifies~~year ~~our~~operating ~~existing~~ lease ~~payments,~~for ~~increases~~a ~~the~~corporate ~~square~~office ~~footage,~~space ~~and~~in ~~extends~~ the ~~lease~~United ~~term~~Kingdom.

During the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, operating lease expense, net of immaterial sublease income, was ~~approximately~~ $74.59 million, $7.65 million and $7.36 million, respectively. During the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, variable lease cost and short-term lease cost were immaterial.

7772

Table of Contents

The following table presents the future minimum lease payments and reconciliation to total operating lease liabilities (in thousands):

	December 31, 2024
	December 31, 2025
2025	$	6,822
2026	$	4,795
2026	4,141
2027	4,393
2027	4,298
2028	3,439
2028	3,531
2029	1,867
2029	1,959
2030	2,163
Thereafter	85,~~414~~854
Total future minimum lease payments	2922,~~165~~511
Less imputed interest	(53,~~031~~027)
Total operating lease liabilities	$	2419,~~134~~484

Note 10. Commitments and Contingencies

On March 1, 2023, Plaintiff Shiva Stein, derivatively on behalf of Chegg, filed a stockholder derivative complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0244-NAC) asserting breach of fiduciary duty, unjust enrichment, and waste of corporate asset claims against members of Chegg’s Board and certain Chegg officers. ~~The~~On ~~matter~~January is20, ~~stayed.~~2026, ~~The~~the ~~Company~~Court ~~disputes~~entered ~~these~~an ~~claims~~Order ~~and~~dismissing ~~intends~~this tomatter ~~vigorously~~without ~~defend~~prejudice ~~itself~~pursuant into ~~this~~a ~~matter~~stipulation of the parties.

On ~~February~~December 1422, ~~2023~~2022, ~~Plaintiff~~JPMorgan ~~Brian~~Chase ~~Stansell~~Bank, ~~individually~~N.A. ~~and~~(JPMC) onasserted ~~behalf~~a ofdemand ~~other~~for ~~similarly~~repayment ~~situated~~by ~~stockholders~~the Company of ~~Chegg,~~certain ~~filed~~investment aproceeds ~~putative~~received ~~class~~by ~~action~~the ~~complaint~~Company in ~~the~~its ~~Court~~capacity ofas ~~Chancery~~an ofinvestor ~~the~~in ~~State~~TAPD, ofInc. ~~Delaware~~ (~~Case~~more ~~No.~~commonly ~~2023-0180~~known as “Frank”). onJPMC ~~behalf~~seeks ofsuch ~~all~~repayment ~~Chegg~~pursuant ~~stockholders~~to ~~who~~certain ~~were~~provisions ~~eligible~~in tothe ~~vote~~existing atSupport ~~Chegg~~Agreement between JPMC and the Company that was entered into in connection with JPMC's ~~2022~~acquisition ~~Annual~~of ~~Stockholders'~~Frank. ~~Meeting,~~JPMC ~~asserting~~has ~~breach~~alleged fraud on the part of ~~fiduciary~~certain ~~duty~~former ~~claims~~Frank ~~against~~executives regarding the ~~members~~quantity and quality of ~~Chegg's~~its ~~Board~~customer accounts. ~~The~~Although ~~Court~~the ~~dismissed~~Company ~~this~~is ~~matter~~not ~~pursuant~~alleged to ~~the~~have ~~Company's~~made ~~motion~~or toparticipated ~~dismiss~~in ~~and~~any of the ~~matter~~allegedly false or fraudulent statements, it is ~~concluded~~pursuing resolution with JPMC of JPMC's claims related to the Support Agreement.

On ~~December~~March 2230, 2022, ~~JPMorgan~~Joseph ~~Chase Bank~~Robinson, ~~N.A.~~derivatively ~~(JPMC)~~on ~~asserted~~behalf of Chegg, filed a ~~demand~~shareholder ~~for~~derivative ~~repayment~~complaint byagainst ~~the~~Chegg ~~Company~~and certain of ~~certain~~its ~~investment~~current ~~proceeds~~and ~~received~~former bydirectors ~~the~~and ~~Company~~officers in ~~its~~the ~~capacity~~United asStates anDistrict ~~investor~~Court infor ~~TAPD~~the Northern District of California, ~~Inc.~~alleging ~~(more~~violations ~~commonly~~of ~~known~~securities aslaws ~~“Frank”)~~and breaches of fiduciary duties. ~~JPMC~~On ~~seeks~~February ~~such~~22, ~~repayment~~2023, ~~pursuant~~Plaintiff tofiled ~~certain~~an ~~provisions~~Amended inShareholder ~~the~~Derivative ~~existing~~Complaint. ~~Support~~This ~~Agreement~~matter ~~between~~has ~~JPMC~~been ~~and~~consolidated ~~the~~with ~~Company~~Choi, ~~that~~below. ~~was~~Effective March 4, 2026, Chegg entered into ina ~~connection~~Settlement Agreement with ~~JPMC's~~the ~~acquisition~~Plaintiffs of(including ~~Frank~~Robinson and Choi). ~~JPMC~~Pursuant ~~has~~to ~~alleged~~the ~~fraud~~Settlement onAgreement, ~~the~~Plaintiffs ~~part~~released oftheir ~~certain~~claims, ~~former~~and ~~Frank~~Chegg ~~executives~~agreed ~~regarding~~to ~~the~~certain ~~quantity~~governance changes and ~~quality~~that ofChegg ~~its~~or ~~customer~~our ~~accounts.~~insurance ~~The~~carrier ~~Company~~will ispay ~~not~~the atfees ~~fault,~~of ~~however~~Plaintiffs’ iscounsel. ~~pursuing~~Chegg’s ainsurance ~~settlement~~carrier ~~agreement~~agreed ~~with~~that ~~JPMC~~it will make the payment to Plaintiffs.

On ~~March~~January 3012, 2022, ~~Joseph~~Rak ~~Robinson~~Joon Choi, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws, ~~and~~ breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with ~~Choi~~Robinson, ~~below~~above. Effective March 4, ~~and~~2026, ~~both~~Chegg ~~matters~~entered ~~are~~into ~~stayed~~a Settlement Agreement with the Plaintiffs (including Robinson and Choi). ~~The~~Pursuant ~~Company~~to ~~disputes~~the ~~these~~Settlement Agreement, Plaintiffs released their claims, and ~~intends~~Chegg agreed to ~~vigorously~~certain ~~defend~~governance ~~itself~~changes inand ~~this~~that ~~matter~~Chegg or our insurance carrier will pay the fees of Plaintiffs’ counsel. Chegg’s insurance carrier agreed that it will make the payment to Plaintiffs.

On January 12, 2022, Rak Joon Choi, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with Robinson, above, and both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On December 22, 2021, Steven Leventhal, individually and on behalf of all others similarly situated, filed a purported securities fraud class action on behalf of all purchasers of Chegg common stock between May 5, 2020 and November 1, 2021,

7873

Table of Contents

inclusive, against Chegg and certain of its current and former officers in the United States District Court for the Northern District of California (Case No. 5:21-cv-09953), alleging that Chegg and several of its officers made materially false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 as amended (the Exchange Act). On September 7, 2022, KBC Asset Management and The Pompano Beach Police & Firefighters Retirement System were appointed as lead plaintiff in the case. On December 8, 2022, Plaintiff filed his Amended Complaint seeking unspecified compensatory damages, costs, and expenses, including counsel and expert fees. On September 26, 2024, the parties participated in an in-person mediation and reached a settlement in principle to pay $55.0 million wherein the Company denies any and all allegations of fault, liability, wrongdoing, or damages. On November 6, 2024, Plaintiffs filed a motion for preliminary approval of the settlement. The Court ~~preliminarily~~held ~~approved~~a final approval hearing on April 24, 2025 and issued its final order approving of the settlement on ~~December~~May 1921, ~~2024~~2025. The ~~estimated~~Court ~~contingent~~entered ~~liability~~its ~~for~~Final ~~the~~Judgment ~~loss~~and ~~contingency~~Order ~~recorded~~of Dismissal on June 20, 2025. This matter was ~~$55~~fully concluded with entry of a Court order on November 18, 2025 to disburse final funds.~~0 million~~ As such, as of ~~September~~December 31, 302025, ~~2024~~we ~~and~~have ~~was~~relieved the $55.0 million contingent liability previously included within accrued liabilities on our consolidated balance sheets. ~~The~~and ~~same amount was recorded for~~ expected insurance loss recoveries, ~~which~~previously is included within other current assets on our consolidated balance sheets.

OnWe ~~September~~also ~~13,~~cooperated ~~2021,~~with ~~Pearson~~the ~~Education,~~FTC ~~Inc.~~with ~~(Pearson)~~respect ~~filed~~to aanother ~~complaint~~CID ~~captioned Pearson Education, Inc. v. Chegg, Inc.~~ (~~Pearson~~the ~~Complaint~~"ROSCA CID") inrelating ~~the~~to ~~United~~our ~~States~~compliance ~~District~~with ~~Court for~~ the ~~District~~Federal ofTrade ~~New~~Commission ~~Jersey~~Act ~~against~~and the ~~Company~~ROSCA. ~~(Case~~The ~~2:21-cv-16866),~~investigation ~~alleging~~concerned ~~infringement~~certain of ~~Pearson’s~~our ~~registered~~practices ~~copyrights~~related ~~and~~to ~~exclusive~~online ~~rights~~transactions ~~under~~and ~~copyright~~consumer incancellation ~~violation of the United States Copyright Act~~options. ~~Pearson~~On isSeptember ~~seeking injunctive relief~~28, ~~monetary~~2025

Filing Compare · CHEGG, INC