CHEGG, INC

Current report

The failure to realize the anticipated benefits of our most recent restructuring plan, leadership transition and new strategy, including our evolution into a skills focused organization and related cost rationalization initiatives, could adversely impact our business and financial results.

Current report

The successful implementation of our strategy and completion of our business evolution presents organizational and infrastructure challenges. We may 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 our not realizing desired outcomes. Any failure to implement our strategy and business evolution in accordance with our expectations could have a material adverse effect on our financial results. Even if the anticipated benefits and savings of our strategy and business evolution plan are substantially realized, there may be consequences, internal 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 may experience a loss 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. If we fail to achieve some or all the expected benefits of these activities, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.

Current report

As part of our strategy, we are evolving our learning platform into a skilling-focused business-to-business organization, building on our existing businesses in professional language learning, workplace readiness and AI-related skills courses. It is uncertain whether this new focus will prove successful or whether we will be able to develop the necessary business models, infrastructure and systems to support the business. This includes having or hiring the right talent to execute our business strategy in a competitive job market. Market acceptance of new product and service offerings will be dependent in part on our ability to include functionality 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 strategy also must adjust to customers' changing preferences, and there can be no assurance that our go-to-market approach will adequately and completely address such preferences. New product and services offerings may also increase our risk of liability and cause us to incur significant technical, legal or other costs. If we are unable to correctly respond to these issues, our business could be harmed.

Previous report

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.

Previous report

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.