CHEGG, INC

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes in our risk factors from our Annual Report on Form 10-K, except as described below:

We have in the past, and may in the future, be unable to comply with the listing standards of the New York Stock Exchange, or NYSE. Our failure to maintain compliance with the continued listing requirements of the NYSE 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 common stock is currently listed on NYSE, which has minimum standards that a company must meet in order to remain listed. These standards provide that a company will be considered to be below compliance standards if the average closing price of its common stock is less than $1.00 over a consecutive 30 trading-day period. On April 1, 2025, we were notified by NYSE that we were not in compliance with NYSE's minimum share price requirement. On July 1, 2025, following a period of stock price appreciation we received a price cure letter from NYSE confirming we had regained compliance with the minimum share price requirement. However, closing prices of our common stock on NYSE have remained close to $1.00 more recently and, accordingly, there can be no assurance that we will remain in compliance with NYSE’s minimum share price requirement or any of the NYSE’s other applicable continued listing standards. 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 result in a suspension or delisting, and 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 reduced interest in us from investors, analysts and other market participants. In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets, result in negative publicity, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us, diminish investor, supplier and employee confidence and impair our ability to attract and retain employees by means of equity compensation.