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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025
or

☐ | 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
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3990 Freedom Circle
Santa Clara, CA, 95054
(Address of principal executive offices)
(408) 855-5700
(Registrant’s telephone number, including area code)

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

•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 | x
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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
•As of November 5, 2025, the Registrant had 109,273,108 outstanding shares of Common Stock.

Table of Contents

|  | TABLE OF CONTENTS |  |
|  |  |  | Page
|  | PART I - FINANCIAL INFORMATION |  |
Item 1. |  | Financial Statements (unaudited): |  | 4
|  | Condensed Consolidated Balance Sheets - September 30, 2025 and December 31, 2024 |  | 4
|  | Condensed Consolidated Statements of Operations - for the Three and Nine Months Ended September 30, 2025 and 2024 |  | 5
|  | Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended Sept ember 30, 2025 and 2024 |  | 6
|  | Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months Ended September 30, 2025 and 2024 |  | 7
|  | Condensed Consolidated Statements of Cash Flows - Three and Nine Months Ended September 30, 2025 and 2024 |  | 9
|  | Notes to Condensed Consolidated Financial Statements |  | 10
Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 24
Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk |  | 34
Item 4. |  | Controls and Procedures |  | 34
|  | PART II - OTHER INFORMATION |  |
Item 1. |  | Legal Proceedings |  | 35
Item 1A. |  | Risk Factors |  | 35
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 36
Item 5. |  | Other Information |  | 36
Item 6. |  | Exhibits |  | 37
Signatures |  | 38

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 Quarterly Report on Form 10-Q. Solely for convenience, our trademarks, trade names and service marks referred to in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q are the property of their respective holders.
2

Table of Contents
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q 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 and results of 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented by the risks described under "Risk Factors" in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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.
3

Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CHEGG, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for number of shares and par value)
(unaudited)

| September 30, 2025 |  | December 31, 2024
Assets |  |  |
Current assets |  |  |
Cash and cash equivalents | $ | 38,180 |  |  | $ | 161,475 |
Short-term investments | 58,209 |  |  | 154,249 |
Accounts receivable, net of allowance of $147 and $190 at September 30, 2025 and December 31, 2024, respectively | 15,440 |  |  | 23,641 |
Prepaid expenses | 18,742 |  |  | 17,100 |
Other current assets | 72,788 |  |  | 81,094 |
Total current assets | 203,359 |  |  | 437,559 |
Long-term investments | 15,277 |  |  | 212,650 |
Property and equipment, net | 125,598 |  |  | 170,648 |
Intangible assets, net | 7,117 |  |  | 10,347 |
Right of use assets | 18,088 |  |  | 22,256 |
Other assets | 8,832 |  |  | 15,491 |
Total assets | $ | 378,271 |  |  | $ | 868,951 |
Liabilities and stockholders' equity |  |  |
Current liabilities |  |  |
Accounts payable | $ | 8,850 |  |  | $ | 15,159 |
Deferred revenue | 32,148 |  |  | 39,217 |
Accrued liabilities | 111,048 |  |  | 115,360 |
Current portion of convertible senior notes, net | 62,558 |  |  | 358,605 |
Total current liabilities | 214,604 |  |  | 528,341 |
Long-term liabilities |  |  |
Convertible senior notes, net | — |  |  | 127,344 |
Long-term operating lease liabilities | 15,355 |  |  | 18,509 |
Other long-term liabilities | 2,259 |  |  | 1,776 |
Total long-term liabilities | 17,614 |  |  | 147,629 |
Total liabilities | 232,218 |  |  | 675,970 |
Commitments and contingencies (Note 8) |  |  |
Stockholders' equity: |  |  |
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding | — |  |  | — |
Common stock, $0.001 par value per share: 400,000,000 shares authorized; 108,776,132 and 104,880,048 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 109 |  |  | 105 |
Additional paid-in capital | 1,139,266 |  |  | 1,114,550 |
Accumulated other comprehensive loss | (33,263) |  |  | (32,233) |
Accumulated deficit | (960,059) |  |  | (889,441) |
Total stockholders' equity | 146,053 |  |  | 192,981 |
Total liabilities and stockholders' equity | $ | 378,271 |  |  | $ | 868,951 |

See Notes to Condensed Consolidated Financial Statements.
4

Table of Contents
CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | 304,249 |  |  | $ | 474,090 |
Cost of revenues | 31,701 |  |  | 43,420 |  |  | 121,152 |  |  | 135,328 |
Gross profit | 46,041 |  |  | 93,173 |  |  | 183,097 |  |  | 338,762 |
Operating expenses: |  |  |  |  |  |  |
Research and development | 18,350 |  |  | 41,337 |  |  | 76,495 |  |  | 129,423 |
Sales and marketing | 11,583 |  |  | 26,508 |  |  | 54,614 |  |  | 80,428 |
General and administrative | 33,232 |  |  | 51,910 |  |  | 132,572 |  |  | 161,460 |
Impairment expense | — |  |  | 195,708 |  |  | 2,000 |  |  | 677,239 |
Total operating expenses | 63,165 |  |  | 315,463 |  |  | 265,681 |  |  | 1,048,550 |
Loss from operations | (17,124) |  |  | (222,290) |  |  | (82,584) |  |  | (709,788) |
Interest expense, net and other income, net: |  |  |  |  |  |  |
Interest expense, net | (41) |  |  | (658) |  |  | (549) |  |  | (1,959) |
Other income, net | 1,377 |  |  | 7,586 |  |  | 16,433 |  |  | 25,485 |
Total interest expense, net and other income, net | 1,336 |  |  | 6,928 |  |  | 15,884 |  |  | 23,526 |
Loss before provision for income taxes | (15,788) |  |  | (215,362) |  |  | (66,700) |  |  | (686,262) |
(Provision for) benefit from income taxes | (1,683) |  |  | 2,723 |  |  | (3,918) |  |  | (144,681) |
Net loss | $ | (17,471) |  |  | $ | (212,639) |  |  | $ | (70,618) |  |  | $ | (830,943) |
Net loss per share, basic and diluted | $ | (0.16) |  |  | $ | (2.05) |  |  | $ | (0.66) |  |  | $ | (8.08) |
Weighted average shares used to compute net loss per share, basic and diluted | 108,450 |  |  | 103,723 |  |  | 106,851 |  |  | 102,893 |

See Notes to Condensed Consolidated Financial Statements.
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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net loss | $ | (17,471) |  |  | $ | (212,639) |  |  | $ | (70,618) |  |  | $ | (830,943) |
Other comprehensive income (loss) |  |  |  |  |  |  |
Change in unrealized gains and losses on investments | 44 |  |  | 5,060 |  |  | (514) |  |  | 2,971 |
Change in foreign currency translation adjustments | 43 |  |  | 4,806 |  |  | (516) |  |  | 1,719 |
Other comprehensive income (loss) | 87 |  |  | 9,866 |  |  | (1,030) |  |  | 4,690 |
Total comprehensive loss | $ | (17,384) |  |  | $ | (202,773) |  |  | $ | (71,648) |  |  | $ | (826,253) |

See Notes to Condensed Consolidated Financial Statements.
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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)

| Three Months Ended September 30, 2025
| Common Stock |  |  |  |  |  |  |  |
| Shares |  | Par Value |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total Stockholders’ Equity
Balances at June 30, 2025 | 107,821 |  |  | $ | 108 |  |  | $ | 1,133,686 |  |  | $ | (33,350) |  |  | $ | (942,588) |  |  | $ | 157,856 |
Issuance of common stock upon issuance of ESPP | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net share settlement of equity awards | 955 |  |  | 1 |  |  | (605) |  |  | — |  |  | — |  |  | (604) |
Share-based compensation expense | — |  |  | — |  |  | 6,185 |  |  | — |  |  | — |  |  | 6,185 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 87 |  |  | — |  |  | 87 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (17,471) |  |  | (17,471) |
Balances at September 30, 2025 | 108,776 |  | $ | 109 |  |  | $ | 1,139,266 |  |  | $ | (33,263) |  |  | $ | (960,059) |  |  | $ | 146,053 |

| Three Months Ended September 30, 2024
| Common Stock |  |  |  |  |  |  |  |
| Shares |  | Par Value |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total Stockholders’ Equity
Balances at June 30, 2024 | 103,361 |  |  | $ | 103 |  |  | $ | 1,075,989 |  |  | $ | (39,915) |  |  | $ | (670,677) |  |  | $ | 365,500 |
Issuance of common stock upon issuance of ESPP | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net share settlement of equity awards | 607 |  |  | 1 |  |  | (823) |  |  | — |  |  | — |  |  | (822) |
Share-based compensation expense | — |  |  | — |  |  | 23,076 |  |  | — |  |  | — |  |  | 23,076 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 9,866 |  |  | — |  |  | 9,866 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (212,639) |  |  | (212,639) |
Balances at September 30, 2024 | 103,968 |  | $ | 104 |  |  | $ | 1,098,242 |  |  | $ | (30,049) |  |  | $ | (883,316) |  |  | $ | 184,981 |

See Notes to Condensed Consolidated Financial Statements.
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| Nine Months Ended September 30, 2025
| Common Stock |  |  |  |  |  |  |  |
| Shares |  | Par Value |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total Stockholders’ Equity
Balances at December 31, 2024 | 104,880 |  |  | $ | 105 |  |  | $ | 1,114,550 |  |  | $ | (32,233) |  |  | $ | (889,441) |  |  | $ | 192,981 |
Issuance of common stock upon issuance of ESPP | 558 |  |  | 1 |  |  | 388 |  |  | — |  |  | — |  |  | 389 |
Net share settlement of equity awards | 3,338 |  |  | 3 |  |  | (1,642) |  |  | — |  |  | — |  |  | (1,639) |
Share-based compensation expense | — |  |  | — |  |  | 25,970 |  |  | — |  |  | — |  |  | 25,970 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | (1,030) |  |  | — |  |  | (1,030) |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (70,618) |  |  | (70,618) |
Balances at September 30, 2025 | 108,776 |  | $ | 109 |  |  | $ | 1,139,266 |  |  | $ | (33,263) |  |  | $ | (960,059) |  |  | $ | 146,053 |

| Nine Months Ended September 30, 2024
| Common Stock |  |  |  |  |  |  |  |
| Shares |  | Par Value |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficit |  | Total Stockholders’ Equity
Balances at December 31, 2023 | 102,824 |  |  | $ | 103 |  |  | $ | 1,031,627 |  |  | $ | (34,739) |  |  | $ | (52,373) |  |  | $ | 944,618 |
Repurchase of common stock | (2,116) |  |  | (2) |  |  | (112) |  |  | — |  |  | — |  |  | (114) |
Issuance of common stock upon issuance of ESPP | 557 |  |  | — |  |  | 2,188 |  |  | — |  |  | — |  |  | 2,188 |
Net share settlement of equity awards | 2,703 |  |  | 3 |  |  | (8,648) |  |  | — |  |  | — |  |  | (8,645) |
Share-based compensation expense | — |  |  | — |  |  | 73,187 |  |  | — |  |  | — |  |  | 73,187 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | 4,690 |  |  | — |  |  | 4,690 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | (830,943) |  |  | (830,943) |
Balances at September 30, 2024 | 103,968 |  | $ | 104 |  |  | $ | 1,098,242 |  |  | $ | (30,049) |  |  | $ | (883,316) |  |  | $ | 184,981 |

See Notes to Condensed Consolidated Financial Statements.
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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

| Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  |
Cash flows from operating activities |  |  |  |  |
Net loss | $ | (70,618) |  |  | $ | (830,943) |  |  |
Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |  |  |
Share-based compensation expense | 25,094 |  |  | 69,267 |  |  |
Depreciation and amortization expense | 63,641 |  |  | 58,966 |  |  |
Deferred tax assets | 319 |  |  | 141,103 |  |  |
Operating lease expense, net of accretion | 2,883 |  |  | 4,647 |  |  |
Amortization of debt issuance costs | 459 |  |  | 1,628 |  |  |
Loss from write-offs of property and equipment | 793 |  |  | 2,024 |  |  |
Gain on early extinguishment of debt | (7,360) |  |  | — |  |  |
Realized gain on sale of investments | (752) |  |  | — |  |  |
Impairment expense | 2,000 |  |  | 677,239 |  |  |
Impairment of lease related assets | 3,004 |  |  | 2,189 |  |  |
Impairment of strategic equity investment | 6,000 |  |  | — |  |  |
Loss contingency | — |  |  | 5,100 |  |  |
Other non-cash items | 1,049 |  |  | 222 |  |  |
Change in assets and liabilities: |  |  |  |  |
Accounts receivable | 8,592 |  |  | 8,019 |  |  |
Prepaid expenses and other current assets | 7,822 |  |  | (55,725) |  |  |
Other assets | 1,323 |  |  | (469) |  |  |
Accounts payable | (4,977) |  |  | (8,308) |  |  |
Deferred revenue | (8,195) |  |  | (11,763) |  |  |
Accrued liabilities | (3,301) |  |  | 46,849 |  |  |
Other liabilities | (3,277) |  |  | (2,968) |  |  |
Net cash provided by operating activities | 24,499 |  |  | 107,077 |  |  |
Cash flows from investing activities |  |  |  |  |
Purchases of property and equipment | (21,651) |  |  | (61,659) |  |  |
Purchases of investments | (793) |  |  | (134,213) |  |  |
Maturities of investments | 111,124 |  |  | 96,907 |  |  |
Proceeds from sale of investments | 181,158 |  |  | — |  |  |
Proceeds from sale of strategic equity investment | — |  |  | 15,500 |  |  |
Net cash provided by (used in) investing activities | 269,838 |  |  | (83,465) |  |  |
Cash flows from financing activities |  |  |  |  |
Repayment of convertible senior notes | (416,492) |  |  | — |  |  |
Payment of taxes related to the net share settlement of equity awards | (1,642) |  |  | (8,648) |  |  |
Proceeds from common stock issued under stock plans | 392 |  |  | 2,191 |  |  |
Net cash used in financing activities | (417,742) |  |  | (6,457) |  |  |
Effect of exchange rate changes | (160) |  |  | (149) |  |  |
Net (decrease) increase in cash, cash equivalents and restricted cash | (123,565) |  |  | 17,006 |  |  |
Cash, cash equivalents and restricted cash, beginning of period | 164,359 |  |  | 137,976 |  |  |
Cash, cash equivalents and restricted cash, end of period | $ | 40,794 |  |  | $ | 154,982 |  |  |

| Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  |
Supplemental cash flow data: |  |  |  |  |
Cash paid during the period for: |  |  |  |  |
Interest | $ | 224 |  |  | $ | 449 |  |  |
Income taxes, net of refunds | $ | 2,205 |  |  | $ | 3,531 |  |  |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |
Operating cash flows from operating leases | $ | 5,429 |  |  | $ | 6,329 |  |  |
Right of use assets obtained in exchange for lease obligations: |  |  |  |  |
Operating leases | $ | 1,636 |  |  | $ | 9,686 |  |  |
Non-cash investing and financing activities: |  |  |  |  |
Accrued purchases of long-lived assets | $ | 1,750 |  |  | $ | 4,771 |  |  |

| Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  |
Reconciliation of cash, cash equivalents and restricted cash: |  |  |  |  |
Cash and cash equivalents | $ | 38,180 |  |  | $ | 152,073 |  |  |
Restricted cash included in other current assets | 912 |  |  | 454 |  |  |
Restricted cash included in other assets | 1,702 |  |  | 2,455 |  |  |
Total cash, cash equivalents and restricted cash | $ | 40,794 |  |  | $ | 154,982 |  |  |

See Notes to Condensed Consolidated Financial Statements.
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CHEGG, INC.
NOTES TO CONDENSED 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 is a learning platform helping businesses bring new skills to their workforce and giving lifelong learners and students the skills and confidence to succeed. Focused on the large and growing skilling market, Chegg offers innovative tools for workplace readiness, professional upskilling, and language learning. Chegg also continues to offer students artificial intelligence (AI)-driven, personalized support. Chegg remains committed to its mission of improving learning outcomes and career opportunities for millions around the world.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the results of Chegg, Inc. and its wholly-owned subsidiaries. Significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2025, our results of operations, results of comprehensive loss, and stockholders' equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. Our results of operations, results of comprehensive loss, stockholders' equity, and cash flows for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.
We have a single operating and reportable segment and operating unit structure. The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the Annual Report on Form 10-K) filed with the SEC.
Except for the following change to our policy on revenue recognition and deferred revenue, there have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K. Our policy on revenue recognition and deferred revenue has been updated to address the revenue recognition of content licensing.
Revenue Recognition and Deferred Revenue
Revenues from content licensing are recognized upon fulfillment.
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 disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. 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. There have been no material changes in our use of estimates during the nine months ended September 30, 2025 as compared to the use of estimates disclosed in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
Reclassification of Prior Period Presentation
In order to conform with current period presentation, $1.0 million of deferred tax assets have been reclassified from deferred tax assets to other assets on our condensed consolidated balance sheet as of December 31, 2024. This change in presentation does not affect previously reported results.
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Goodwill Impairment
Goodwill is tested for impairment at least annually or when certain events or indicators of impairment occur between annual impairment tests. 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 three and nine months ended September 30, 2024, we recorded impairment expense of $195.7 million and $635.4 million, respectively, 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 condensed consolidated statements of operations.
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software. ASU 2025-06 modernizes the accounting for software costs that are accounted for under Accounting Standards Codification (ASC) 350-40 and 350-50 by removing references to prescriptive and sequential software development stages and specifying that disclosures under 360-10 are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Early adoption is permitted and the guidance may be applied on 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 process of evaluating the impact of this guidance.
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses. ASU 2025-05 introduces a practical expedient related to applying Accounting Standards Codification (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 we are currently in the process of evaluating the impact of this guidance.
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 we are currently in the process of evaluating the impact of this guidance.
In November 2024, the Financial Accounting Standards Board (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 beginning after December 15, 2027. We did not early adopt ASU 2024-03 and we are currently in the process of evaluating the impact of this guidance.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification. 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 2024-02 and do not believe it will have a significant impact on our financial statements, however, we are currently in the process of evaluating the impact.
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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.
Note 2. Revenues
Revenue Recognition
Revenues are recognized when control of the promised 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. The majority of our revenues are recognized over time as services are performed, with certain revenues being recognized at a point in time.
The following tables present our total net revenues for the periods shown disaggregated for our Subscription Services and Skills and Other product lines (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Subscription Services | $ | 69,100 |  |  | $ | 119,804 |  |  | $ | (50,704) |  |  | (42) | %
Skills and Other | 8,642 |  |  | 16,789 |  |  | (8,147) |  |  | (49) |
Total net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | (58,851) |  |  | (43) |

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Subscription Services | $ | 266,393 |  |  | $ | 420,668 |  |  | $ | (154,275) |  |  | (37) | %
Skills and Other | 37,856 |  |  | 53,422 |  |  | (15,566) |  |  | (29) |
Total net revenues | $ | 304,249 |  |  | $ | 474,090 |  |  | $ | (169,841) |  |  | (36) |

During the three and nine months ended September 30, 2025, we recognized revenues of $22.5 million and $38.0 million, respectively, that were included in our deferred revenue balance at the beginning of each respective reporting period. During the three and nine months ended September 30, 2024, we recognized revenues of $33.3 million and $52.3 million, respectively, that were included in our deferred revenue balance at the beginning of each respective reporting period.
Contract Balances
The following table presents our accounts receivable, net, contract assets and deferred revenue balances (in thousands, except percentages):

|  | Change
| September 30, 2025 |  | December 31, 2024 |  | $ |  | %
Accounts receivable, net | $ | 15,440 |  |  | $ | 23,641 |  |  | $ | (8,201) |  |  | (35) | %
Contract assets | 6,440 |  |  | 7,027 |  |  | (587) |  |  | (8) |
Deferred revenue | 32,148 |  |  | 39,217 |  |  | (7,069) |  |  | (18) |

During the nine months ended September 30, 2025, our accounts receivable, net balance decreased by $8.2 million, or 35%, primarily due to lower bookings, higher cash collections, and seasonality of our business. During the nine months ended September 30, 2025, our contract assets balance decreased by $0.6 million, or 8%, primarily due to cash collections from our Chegg Skills service. During the nine months ended September 30, 2025, our deferred revenue balance decreased by $7.1 million, or 18%, primarily due to lower bookings and seasonality of our business.
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Note 3. Net Loss Per Share
The following table presents the computation of basic and diluted net loss per share (in thousands, except per share amounts):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Numerator: |  |  |  |  |  |  |
Net loss | $ | (17,471) |  |  | $ | (212,639) |  |  | $ | (70,618) |  |  | $ | (830,943) |
Denominator: |  |  |  |  |  |  |
Weighted average shares used to compute net loss per share, basic and diluted | 108,450 |  |  | 103,723 |  |  | 106,851 |  |  | 102,893 |
Net loss per share, basic and diluted | $ | (0.16) |  |  | $ | (2.05) |  |  | $ | (0.66) |  |  | $ | (8.08) |

During the three and nine months ended September 30, 2025 and 2024, basic and diluted net loss per share was the same, as the inclusion of all potential common shares outstanding would have been anti-dilutive.
The following table presents potential weighted-average shares of common stock outstanding that were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Shares related to stock plan activity | 3,226 |  |  | 9,262 |  |  | 8,177 |  |  | 7,551 |
Shares related to convertible senior notes | 583 |  |  | 9,234 |  |  | 2,573 |  |  | 9,234 |
Total common stock equivalents | 3,809 |  |  | 18,496 |  |  | 10,750 |  |  | 16,785 |

Note 4. Cash and Cash Equivalents, 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 September 30, 2025 and December 31, 2024 (in thousands):

| September 30, 2025
| Fair Value Level |  | Adjusted Cost |  | Unrealized Gain |  | Unrealized Loss |  | Fair Value
Cash and cash equivalents: |  |  |  |  |  |  |  |  |
Cash |  |  | $ | 25,699 |  |  | $ | — |  |  | $ | — |  |  | $ | 25,699 |
Money market funds | Level 1 |  | 12,481 |  |  | — |  |  | — |  |  | 12,481 |
Total cash and cash equivalents |  |  | $ | 38,180 |  |  | $ | — |  |  | $ | — |  |  | $ | 38,180 |
Short-term investments: |  |  |  |  |  |  |  |  |
Corporate debt securities | Level 2 |  | $ | 57,988 |  |  | $ | 221 |  |  | $ | — |  |  | $ | 58,209 |
Long-term investments: |  |  |  |  |  |  |  |  |
Corporate debt securities | Level 2 |  | $ | 15,164 |  |  | $ | 113 |  |  | $ | — |  |  | $ | 15,277 |

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| 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 |

During the three and nine months ended September 30, 2025 and 2024, we did not recognize any losses on our investments due to credit related factors and our realized gains and losses on investments were not significant.
The following table presents our cash equivalents and investments' adjusted cost and fair value by contractual maturity as of September 30, 2025 (in thousands):

| Adjusted Cost |  | Fair Value
Due within one year | $ | 57,988 |  |  | $ | 58,209 |
Due after one year through three years | 15,164 |  |  | 15,277 |
Investments not due at a single maturity date | 12,481 |  |  | 12,481 |
Total | $ | 85,633 |  |  | $ | 85,967 |

Investments not due at a single maturity date in the preceding table consisted of money market funds.
Strategic Investments
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. During the nine months ended September 30, 2025, we recorded a $6.0 million impairment charge on our investment in Knack included within general and administrative expense on our condensed consolidated statements of operations. Our impairment assessment was the result of changes in our rights as an investor and uncertainty around Knack's ability to support their future operations.
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 2026 notes was determined based on the trading price as of the last day of trading for the period. We consider the fair value of the 2026 notes to be a Level 2 measurement due to the limited trading activity. The estimated fair value of the 2026 notes as of September 30, 2025 and December 31, 2024 was $52.6 million and $105.8 million, respectively. For further information on the 2026 notes, refer to Note 7, “Convertible Senior Notes.”
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Note 5. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):

| September 30, 2025 |  | December 31, 2024
Content | $ | 347,680 |  |  | $ | 381,629 |
Software | 44,912 |  |  | 67,612 |
Leasehold improvements | 7,898 |  |  | 8,207 |
Furniture and fixtures | 2,419 |  |  | 3,346 |
Computer and equipment | 2,456 |  |  | 2,953 |
Property and equipment | 405,365 |  |  | 463,747 |
Less accumulated depreciation | (279,767) |  |  | (293,099) |
Property and equipment, net | $ | 125,598 |  |  | $ | 170,648 |

Depreciation expense during the three and nine months ended September 30, 2025 was $14.2 million and $60.4 million, respectively. Depreciation expense during the three and nine months ended September 30, 2024 was $18.2 million and $50.0 million, respectively.
During the nine months ended September 30, 2025, we streamlined our product experiences. As a result, we elected to abandon certain content and internal-use software assets and recorded charges of $18.2 million, consisting of $16.2 million of accelerated depreciation classified as cost of revenues on our condensed consolidated statements of operations and $2.0 million of impairment of in-progress internal-use software assets classified as impairment expense on our condensed consolidated statements of operations.
Note 6. Balance Sheet Details
Other Current Assets
Other current assets consisted of the following (in thousands):

| September 30, 2025 |  | December 31, 2024
Insurance loss recovery | $ | 55,000 |  |  | $ | 55,000 |
Restricted cash | 912 |  |  | 956 |
Other | 16,876 |  |  | 25,138 |
Other current assets | $ | 72,788 |  |  | $ | 81,094 |

Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):

| September 30, 2025 |  | December 31, 2024
Loss contingency | $ | 62,000 |  |  | $ | 62,000 |
Taxes payable | 11,366 |  |  | 11,319 |
Current operating lease liabilities | 5,123 |  |  | 5,625 |
Restructuring liability | 8,373 |  |  | 7,310 |
Other | 24,186 |  |  | 29,106 |
Accrued liabilities | $ | 111,048 |  |  | $ | 115,360 |

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Note 7. Convertible Senior Notes
In March/April 2019, we issued $800 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (2025 notes). The 2025 notes matured on March 15, 2025 and we paid $358.9 million to repay them which was classified as a financing activity on our condensed consolidated statements of cash flows.
In August 2020, we issued $1.0 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (2026 notes, together with the 2025 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.
Each $1,000 principal amount 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 per share, 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, the notes are convertible at the option of holders only upon satisfaction of certain circumstances. During the three months ended September 30, 2025, the circumstances allowing holders of the 2026 notes to convert were not met. On or after June 1, 2026 for the 2026 notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the circumstances. As of September 30, 2025, the 2026 notes were classified as a current liability on our condensed consolidated balance sheets as they will be convertible at the option of the holders at any time beginning June 1, 2026 and will mature on September 1, 2026, both of which are within the next twelve months.
In March 2025, in connection with our securities repurchase program, we extinguished $65.2 million aggregate principal amount of the 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 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.
The following table presents the net carrying amount of the notes (in thousands):

| September 30, 2025 |  |  |  | December 31, 2024 |  |
| 2026 Notes |  | 2025 Notes |  |  |  | 2026 Notes |  | 2025 Notes |  |
Principal | $ | 62,710 |  |  | $ | — |  |  |  |  | $ | 127,906 |  |  | $ | 358,914 |  |  |
Unamortized issuance costs | (152) |  |  | — |  |  |  |  | (562) |  |  | (309) |  |  |
Net carrying amount | $ | 62,558 |  |  | $ | — |  |  |  |  | $ | 127,344 |  |  | $ | 358,605 |  |  |

The following table presents the total interest expense recognized related to the notes (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
2026 notes: |  |  |  |  |  |  |
Contractual interest expense | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Amortization of issuance costs | 41 |  |  | 163 |  |  | 151 |  |  | 484 |
Total 2026 notes interest expense | $ | 41 |  |  | $ | 163 |  |  | $ | 151 |  |  | $ | 484 |
2025 notes: |  |  |  |  |  |  |
Contractual interest expense | $ | — |  |  | $ | 111 |  |  | $ | 90 |  |  | $ | 331 |
Amortization of issuance costs | — |  |  | 384 |  |  | 308 |  |  | 1,144 |
Total 2025 notes interest expense | $ | — |  |  | $ | 495 |  |  | $ | 398 |  |  | $ | 1,475 |

Capped Call Transactions
Concurrently with the offering of the 2026 notes, we used $103.4 million 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 September 30, 2025, cover 9,297,800 shares of our common stock for the 2026 notes. These are intended to effectively increase the overall conversion price from $107.55 to $156.44 per share for the 2026 notes. The effective increase in conversion price as
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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 condensed 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 8. Commitments and Contingencies
We may from time to time be involved in certain legal proceedings and 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 contractual and related disputes brought through private actions, class actions, administrative proceedings, regulatory actions or other litigation. We may also, from time to time, be involved in 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.
On June 27, 2025, Alicia Freeman, individually and on behalf of all others similarly situated, filed a complaint in California Superior Court, Santa Clara County asserting violations of certain California privacy laws and seeking declaratory relief and compensatory, punitive, and statutory damages, and attorneys’ fees. The parties have agreed that the matter be referred to binding arbitration and this case be stayed pending completion of the arbitration. Currently, losses are reasonably possible, but not estimable. The Company disputes these claims and intends to vigorously defend itself in this matter.
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 matter is stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.
On December 22, 2022, JPMorgan Chase Bank, N.A. (JPMC) asserted a demand for repayment by the Company of certain investment proceeds received by the Company in its capacity as an investor in TAPD, Inc. (more commonly known as “Frank”). JPMC seeks such repayment pursuant to certain provisions in the existing Support Agreement between JPMC and the Company that was entered into in connection with JPMC's acquisition of Frank. JPMC has alleged fraud on the part of certain former Frank executives regarding the quantity and quality of its customer accounts. The Company is not at fault, however, is pursuing resolution with JPMC.
On March 30, 2022, Joseph Robinson, 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. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with Choi, below, and both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.
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, 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 held a final approval hearing on April 24, 2025 and issued its final order
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approving of the settlement on May 21, 2025. The Court entered its Final Judgment and Order of Dismissal on June 20, 2025. On October 29, 2025, Plaintiffs filed their final Motion for Distribution with the Court, which will result in final approval for all accepted claims and will direct distribution of funds. Insurance funds are now expected to be disbursed in the fourth quarter of fiscal year 2025 or the first quarter of fiscal year 2026. The estimated contingent liability for the loss contingency recorded was $55.0 million as of September 30, 2025 and was included within accrued liabilities on our condensed consolidated balance sheets. The same amount was recorded for expected insurance loss recoveries, which is included within other current assets on our condensed consolidated balance sheets.
On September 13, 2021, Pearson Education, Inc. (Pearson) filed a complaint captioned Pearson Education, Inc. v. Chegg, Inc. (Pearson Complaint) in the United States District Court for the District of New Jersey against the Company (Case 2:21-cv-16866), alleging infringement of Pearson’s registered copyrights and exclusive rights under copyright in violation of the United States Copyright Act. Pearson is seeking injunctive relief, monetary damages, costs, and attorneys’ fees. The Company filed its answer to the Pearson Complaint on November 19, 2021. Pearson’s June 29, 2022 Motion for Leave to File Amended Complaint seeking to add Bedford, Freeman & Worth Publishing Group, LLC d/b/a Macmillan Learning as a plaintiff was denied. Pearson filed an Amended Complaint on May 10, 2023, and the Company filed an amended answer on June 7, 2023. Chegg and Pearson have resolved this litigation. Pursuant to the terms of the parties' confidential settlement, the Court dismissed the case with prejudice on December 20, 2024. While the terms of the settlement are confidential, Chegg’s decision to settle the lawsuit was driven by the expense, burden and uncertainty of ongoing protracted litigation.
On June 18, 2020, we received a Civil Investigative Demand (CID) from the Federal Trade Commission (FTC) regarding certain alleged deceptive or unfair acts or practices related to consumer privacy and/or data security. On October 31, 2022, the FTC published the parties’ agreed-upon consent order regarding Chegg’s privacy and data security practices. On January 27, 2023, the FTC finalized its order (Final Order) requiring Chegg to implement a comprehensive information security program, limit the data the Company can collect and retain, offer users multi factor authentication to secure their accounts, and allow users to request access to and delete their data. The FTC investigated our implementation of the final order, and that investigation has been resolved without any requirements or payments.
We also cooperated with the FTC with respect to another CID (the "ROSCA CID") relating to our compliance with the Federal Trade Commission Act and the Restore Online Shoppers' Confidence Act. The investigation concerned certain of our practices related to online transactions and consumer cancellation options. On September 28, 2025 a federal district court entered a settlement agreement between us and the FTC in connection with the ROSCA CID that contains injunctive provisions and a monetary component of $7.5 million, which we have paid. The Court entered its Order approving the parties Stipulated Order for Permanent Injunction, Monetary Judgment, and Other Relief on September 18, 2025 and resolving the matter. As such, we have relieved the $7.5 million contingent liability previously included within accrued liabilities on our condensed consolidated balance sheets with the associated general and administrative expense remaining on our condensed consolidated statements of operations as of September 30, 2025.
We record a contingent liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. Additionally, we record an insurance loss recovery up to the recognized loss contingency when realization is probable. Related to the above matters, as of September 30, 2025, the net impact of contingent liabilities less the related insurance loss recovery is $7.0 million. For those matters upon which we have sufficient insurance coverage, we have recorded contingent liabilities within accrued liabilities and the loss recovery from insurance within other current assets on our condensed consolidated balance sheets. We are not aware of any other pending legal matters or claims, individually or in the aggregate, which are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows. Our analysis of whether a claim will proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Nevertheless, defending any of these actions, regardless of the outcome, may be costly, time consuming, distract management personnel and have a negative effect on our business. In the ordinary course of business and for certain of the above matters, we are actively pursuing all avenues and strategies to resolve these matters, including available legal remedies, remediation and settlement negotiations with the parties. An adverse outcome in any of these actions, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition.
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Note 9. Guarantees and Indemnifications
We have agreed to indemnify our directors and officers for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon termination of employment, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. We have a directors’ and officers’ insurance policy that covers our potential exposure up to the limits of our insurance coverage. In addition, we also have other indemnification agreements with various vendors against certain claims, liabilities, losses, and damages. The maximum amount of potential future indemnification is unlimited.
We believe the fair value of these indemnification agreements is immaterial. We have not recorded any liabilities for these agreements as of September 30, 2025.
Note 10. Stockholders' Equity
Share Repurchases
During the nine months ended September 30, 2025, we had no cash repurchases of our common stock.
During the year ended December 31, 2024, we repurchased 2,115,952 shares of our common stock related to the final delivery of our November 2023 accelerated share repurchase (ASR) agreement. The November 2023 ASR settled, and we were not required to make any additional cash payments or delivery of common stock to the financial institution upon settlement.
Securities Repurchase Program
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 September 30, 2025, we had $150.1 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.
Share-based Compensation Expense
The following table presents total share-based compensation expense recorded (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Cost of revenues | $ | 102 |  |  | $ | 471 |  |  | $ | 471 |  |  | $ | 1,450 |
Research and development | 1,141 |  |  | 7,492 |  |  | 5,937 |  |  | 23,824 |
Sales and marketing | 352 |  |  | 2,100 |  |  | 1,826 |  |  | 5,966 |
General and administrative | 4,330 |  |  | 11,868 |  |  | 16,860 |  |  | 38,027 |
Total share-based compensation expense | $ | 5,925 |  |  | $ | 21,931 |  |  | $ | 25,094 |  |  | $ | 69,267 |

During the three and nine months ended September 30, 2025, we capitalized share-based compensation expense of $0.3 million and $0.9 million, respectively. During the three and nine months ended September 30, 2024, we capitalized share-based compensation expense of $1.2 million and $3.9 million, respectively. As of September 30, 2025, total unrecognized share-based compensation expense was approximately $15.6 million, which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.2 years.
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The following table presents activity for outstanding RSUs and PSUs:

| RSUs and PSUs Outstanding
| Shares Outstanding |  | Weighted Average Grant Date Fair Value
Balance at December 31, 2024 | 7,386,965 |  |  | $ | 10.58 |
Granted | 6,375,000 |  |  | 1.49 |
Released | (5,025,248) |  |  | 6.88 |
Forfeited | (1,934,971) |  |  | 15.33 |
Balance at September 30, 2025 | 6,801,746 |  |  | $ | 3.32 |

Note 11. Restructuring Charges
May 2025 Restructuring Plan
In May 2025, we announced a workforce reduction that resulted in a management approved restructuring plan. As of September 30, 2025, we recorded $27.5 million of cumulative restructuring charges, primarily related to one-time employee termination benefits, which were classified primarily within operating expenses on our condensed consolidated statement of operations based on employees' job function. The restructuring liability is included within accrued liabilities on our condensed consolidated balance sheets. We estimate we will incur between $2 million and $3 million of additional restructuring charges over the next fiscal quarter and we expect the plan to be substantially completed by the first quarter of the fiscal year 2026.
The following table presents a reconciliation of the beginning and ending restructuring liability balance (in thousands):

| Nine Months Ended September 30, 2025
Beginning balance | $ | — |
Restructuring charges | 27,496 |
Restructuring payments | (19,757) |
Ending balance | $ | 7,739 |

November 2024 Restructuring Plan
In November 2024, we announced a workforce reduction that resulted in a management approved restructuring plan. As of September 30, 2025, we recorded $17.1 million of cumulative restructuring charges, primarily related to one-time employee termination benefits, which were classified primarily within operating expenses on our condensed consolidated statement of operations based on employees' job function. The restructuring liability is included within accrued liabilities on our condensed consolidated balance sheets. The total amount of restructuring charges has been recorded and we expect the plan to be substantially completed by the end of fiscal year 2025.
The following table presents a reconciliation of the beginning and ending restructuring liability balance (in thousands):

| Nine Months Ended September 30, 2025
Beginning balance | $ | 3,915 |
Restructuring charges | 2,458 |
Restructuring payments | (6,311) |
Ending balance | $ | 62 |

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June 2024 Restructuring Plan
In June 2024, we announced a workforce reduction that resulted in a management approved restructuring plan. As of September 30, 2025, we recorded $11.0 million of cumulative restructuring charges. During the three and nine months ended September 30, 2024, we recorded $2.1 million and $8.8 million of restructuring charges, respectively. Restructuring charges are primarily related to one-time employee termination benefits, which were classified primarily within operating expenses on our condensed consolidated statement of operations based on employees' job function. The restructuring liability is included within accrued liabilities on our condensed consolidated balance sheets. The total amount of restructuring charges has been recorded and we expect the plan to be substantially completed by the end of fiscal year 2026.
The following table presents a reconciliation of the beginning and ending restructuring liability balance (in thousands):

| Nine Months Ended September 30, 2025
Beginning balance | $ | 3,395 |
Restructuring charges | 1,020 |
Restructuring payments | (3,843) |
Ending balance | $ | 572 |

Note 12. Segment Information
Our chief operating decision maker is our Chief Executive Officer who makes resource allocation decisions and reviews financial information presented on a consolidated basis. Accordingly, we have determined that we have a single operating and reportable segment and operating unit structure.
Our chief operating decision maker uses net loss in assessing performance and determining how to allocate resources and is regularly provided with cost of revenues, paid marketing expenses, and consolidated operating expenses when reviewing financial information as part of the annual budgeting and forecasting process as well as the review over quarterly budget to actual variances.
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The following table presents information about our significant segment expenses and includes a reconciliation to net loss (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | 304,249 |  |  | $ | 474,090 |
Less: |  |  |  |  |  |  |
Cost of revenues | 31,701 |  |  | 43,420 |  |  | 121,152 |  |  | 135,328 |
Research and development | 18,350 |  |  | 41,337 |  |  | 76,495 |  |  | 129,423 |
Paid marketing expenses(1) | 4,403 |  |  | 15,625 |  |  | 27,836 |  |  | 40,076 |
Other sales and marketing(2) | 7,180 |  |  | 10,883 |  |  | 26,778 |  |  | 40,352 |
General and administrative | 33,232 |  |  | 51,910 |  |  | 132,572 |  |  | 161,460 |
Impairment expense | — |  |  | 195,708 |  |  | 2,000 |  |  | 677,239 |
Total segment expenses | 94,866 |  |  | 358,883 |  |  | 386,833 |  |  | 1,183,878 |
Other segment items(3) | (347) |  |  | 9,651 |  |  | 11,966 |  |  | (121,155) |
Net loss | $ | (17,471) |  |  | $ | (212,639) |  |  | $ | (70,618) |  |  | $ | (830,943) |

_____________________________________________________
(1)Paid marketing expenses consist primarily of online advertising and marketing promotional expenditures.
(2)Other sales and marketing primarily consists of employee related expenses, including share-based compensation expense, and depreciation and amortization expenses.
(3)Other segment items consist of interest expense, other income, and provision for income taxes.
We derive our revenues from our Subscription Services and Skills and Other product lines. Our Subscription Services include Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu. Our Skills and Other product line includes revenues from Chegg Skills, advertising services, content licensing, print textbooks and eTextbooks.
The following table presents our total net revenues for our Subscription Services and Skills and Other product lines (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Subscription Services | $ | 69,100 |  |  | $ | 119,804 |  |  | $ | 266,393 |  |  | $ | 420,668 |
Skills and Other | 8,642 |  |  | 16,789 |  |  | 37,856 |  |  | 53,422 |
Total net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | 304,249 |  |  | $ | 474,090 |

The following table presents our total net revenues by geographic area (in thousands):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
United States | $ | 64,841 |  |  | $ | 119,038 |  |  | $ | 260,483 |  |  | $ | 412,823 |
International | 12,901 |  |  | 17,555 |  |  | 43,766 |  |  | 61,267 |
Total net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | 304,249 |  |  | $ | 474,090 |

The following table presents our long-lived assets by geographic area (in thousands):

| September 30, 2025 |  | December 31, 2024 |  |
United States | $ | 121,876 |  |  | $ | 172,483 |  |  |
International | 21,810 |  |  | 20,421 |  |  |
Total long-lived assets | $ | 143,686 |  |  | $ | 192,904 |  |  |

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Note 13. Subsequent Events
October 2025 Restructuring Plan
In October 2025, we announced a restructuring plan that includes a reduction of our global workforce as well as other actions to streamline our operations. We estimate that we will incur charges of approximately $15 million to $19 million in connection with these actions, primarily consisting of expenditures for employee transition and severance payments, employee benefits and other related costs. We expect that substantially all of these charges will be incurred by the first quarter of 2026, with approximately $12 million to $16 million by the fourth quarter of 2025. The accounting for the October 2025 restructuring plan is in process as of the issuance date of our condensed consolidated financial statements and therefore we are unable to make any additional disclosures.
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ITEM 2. 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 condensed consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q. 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” for additional information. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q.
Overview
Chegg is a learning platform helping businesses bring new skills to their workforce and giving lifelong learners and students the skills and confidence to succeed. Focused on the large and growing skilling market, Chegg offers innovative tools for workplace readiness, professional upskilling, and language learning. Chegg also continues to offer students artificial intelligence (AI)-driven, personalized support. Chegg remains committed to its mission of improving learning outcomes and career opportunities for millions around the world.
Along those lines, Chegg is evolving into a skills focused organization, investing in two large growth areas: language learning, and workplace readiness and upskilling. These businesses are expected to serve as primary growth engines, while Chegg Study should remain a valuable service for millions of students and also generate cash to support investments in the growth businesses. We believe the investments we are making will allow us to return to 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 II, Item 1A, “Risk Factors.”
Conclusion of Process to Explore Strategic Alternatives
On October 27, 2025, we announced that our Board of Directors unanimously approved the conclusion of its review of strategic alternatives that was announced in February 2025.
Business Updates and Developments
Recent 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.
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, resulting in continued negative impacts to our growth, business, operating results and financial condition. See Part II, Item 1A, “Risk Factors” for additional details.
In May 2025, we announced an additional restructuring plan to further manage costs and align with the market. The May 2025 restructuring plan included a reduction in workforce and the closure of one office. We estimate we will incur between $2 million and $3 million of additional restructuring charges over the next fiscal quarter and we expect the plan to be substantially completed by the first quarter of the fiscal year 2026. For fiscal years 2025 and 2026, we expect to realize cost savings as a result of the May 2025 restructuring plan. See Note 11, “Restructuring Charges” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for additional details.
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In October 2025, we announced a further restructuring plan that includes a reduction of our global workforce, which is expected to impact approximately 388 employees, or about 45% of our current workforce, as well as other actions to streamline the Company’s operations. We estimate we will incur between $12 million and $16 million of additional restructuring charges over the next fiscal quarter and we expect the plan to be substantially completed by the first quarter of the fiscal year 2026. For fiscal years 2025 and 2026, we expect to realize cost savings as a result of the October 2025 restructuring plan. See Note 13, “Subsequent Events” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for additional details.
We are evolving our learning platform into a skilling-focused business-to-business organization, building on its existing businesses in professional language learning, workplace readiness and AI-related skills courses. These businesses are expected to generate positive revenue in 2025 and achieve further growth in 2026. This new strategic focus positions Chegg for a return to sustainable revenue and profitability growth over time.
We have 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.”
Subscription Services
Our Subscription Services can be accessed internationally through our websites and on mobile devices and include Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu. Students typically pay to access our Subscription Services on a monthly basis. Revenues from our Subscription Services are primarily recognized ratably over the monthly subscription period whereas the number of subscribers are determined as those who have paid to access our services at any time during the period. Changes in revenues are primarily related to changes in subscribers. Our Chegg Study subscription service provides access to personalized, step-by-step learning support powered by AI, computational engines, and subject matter experts. When students need writing help, including plagiarism detection scans and creating citations for their papers, they can use our Chegg Writing subscription service. Our Chegg Math subscription service helps students understand math by providing a step-by-step math solver and calculator. We also offer our Chegg Study Pack as a premium subscription bundle of our Chegg Study, Chegg Writing, and Chegg Math services. 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.
Skills and Other
Our Skills and Other product line includes revenues from Chegg Skills, advertising services, content licensing, print textbooks and eTextbooks. Our Chegg Skills learning platform offers professional courses focused on the latest technology skills. We work with leading brands and programmatic partners to deliver advertising across our platforms. Beginning in the first quarter of 2025, we enter into non-exclusive content library licensing agreements with third parties. Until July 1, 2025, we also provided a platform for students to rent or buy print textbooks and eTextbooks, which helps students save money compared to the cost of buying new.
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.
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Results of Operations
The following table presents our historical condensed consolidated statements of operations (in thousands, except percentage of total net revenues):

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net revenues | $ | 77,742 |  |  | 100 | % |  | $ | 136,593 |  |  | 100 | % |  | $ | 304,249 |  |  | 100 | % |  | $ | 474,090 |  |  | 100 | %
Cost of revenues(1) | 31,701 |  |  | 41 |  |  | 43,420 |  |  | 32 |  |  | 121,152 |  |  | 40 |  |  | 135,328 |  |  | 29 |
Gross profit | 46,041 |  |  | 59 |  |  | 93,173 |  |  | 68 |  |  | 183,097 |  |  | 60 |  |  | 338,762 |  |  | 71 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development(1) | 18,350 |  |  | 24 |  |  | 41,337 |  |  | 30 |  |  | 76,495 |  |  | 25 |  |  | 129,423 |  |  | 27 |
Sales and marketing(1) | 11,583 |  |  | 15 |  |  | 26,508 |  |  | 19 |  |  | 54,614 |  |  | 18 |  |  | 80,428 |  |  | 17 |
General and administrative(1) | 33,232 |  |  | 43 |  |  | 51,910 |  |  | 38 |  |  | 132,572 |  |  | 44 |  |  | 161,460 |  |  | 34 |
Impairment expense | — |  |  | n/m |  | 195,708 |  |  | n/m |  | 2,000 |  |  | 1 |  |  | 677,239 |  |  | n/m
Total operating expenses | 63,165 |  |  | 81 |  |  | 315,463 |  |  | n/m |  | 265,681 |  |  | 87 |  |  | 1,048,550 |  |  | n/m
Loss from operations | (17,124) |  |  | (22) |  |  | (222,290) |  |  | n/m |  | (82,584) |  |  | (27) |  |  | (709,788) |  |  | n/m
Total interest expense, net and other income, net | 1,336 |  |  | 2 |  |  | 6,928 |  |  | 5 |  |  | 15,884 |  |  | 5 |  |  | 23,526 |  |  | 5 |
Loss before provision for income taxes | (15,788) |  |  | (20) |  |  | (215,362) |  |  | n/m |  | (66,700) |  |  | (22) |  |  | (686,262) |  |  | n/m
Provision for income taxes | (1,683) |  |  | (2) |  |  | 2,723 |  |  | 2 |  |  | (3,918) |  |  | (1) |  |  | (144,681) |  |  | n/m
Net loss | $ | (17,471) |  |  | (22) | % |  | $ | (212,639) |  |  | n/m |  | $ | (70,618) |  |  | (23) | % |  | $ | (830,943) |  |  | n/m
(1) Includes share-based compensation expense and restructuring charges as follows: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Share-based compensation expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenues | $ | 102 |  |  |  |  | $ | 471 |  |  |  |  | $ | 471 |  |  |  |  | $ | 1,450 |  |  |
Research and development | 1,141 |  |  |  |  | 7,492 |  |  |  |  | 5,937 |  |  |  |  | 23,824 |  |  |
Sales and marketing | 352 |  |  |  |  | 2,100 |  |  |  |  | 1,826 |  |  |  |  | 5,966 |  |  |
General and administrative | 4,330 |  |  |  |  | 11,868 |  |  |  |  | 16,860 |  |  |  |  | 38,027 |  |  |
Total share-based compensation expense | $ | 5,925 |  |  |  |  | $ | 21,931 |  |  |  |  | $ | 25,094 |  |  |  |  | $ | 69,267 |  |  |
Restructuring charges: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenues | $ | 915 |  |  |  |  | $ | 12 |  |  |  |  | $ | 1,656 |  |  |  |  | $ | 203 |  |  |
Research and development | 2,511 |  |  |  |  | 827 |  |  |  |  | 10,303 |  |  |  |  | 2,909 |  |  |
Sales and marketing | 92 |  |  |  |  | — |  |  |  |  | 2,234 |  |  |  |  | 906 |  |  |
General and administrative | 5,614 |  |  |  |  | 1,273 |  |  |  |  | 16,781 |  |  |  |  | 4,822 |  |  |
Total restructuring charges | $ | 9,132 |  |  |  |  | $ | 2,112 |  |  |  |  | $ | 30,974 |  |  |  |  | $ | 8,840 |  |  |

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Three and Nine Months Ended September 30, 2025 and 2024
Net Revenues
The following tables present our total net revenues for the periods shown for our Subscription Services and Skills and Other product lines (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Subscription Services | $ | 69,100 |  |  | $ | 119,804 |  |  | $ | (50,704) |  |  | (42) | %
Skills and Other | 8,642 |  |  | 16,789 |  |  | (8,147) |  |  | (49) |
Total net revenues | $ | 77,742 |  |  | $ | 136,593 |  |  | $ | (58,851) |  |  | (43) |

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Subscription Services | $ | 266,393 |  |  | $ | 420,668 |  |  | $ | (154,275) |  |  | (37) | %
Skills and Other | 37,856 |  |  | 53,422 |  |  | (15,566) |  |  | (29) |
Total net revenues | $ | 304,249 |  |  | $ | 474,090 |  |  | $ | (169,841) |  |  | (36) |

Subscription Services revenues decreased $50.7 million, or 42%, and $154.3 million, or 37%, during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The decrease was primarily due to a 43%, 38%, and 30% decrease in subscribers who have paid to access our services during the three months ended September 30, 2025, June 30, 2025 and March 31, 2025, respectively, compared to the same periods in 2024.
Skills and Other revenues decreased $8.1 million, or 49%, during the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in advertising services revenue of $4.5 million due to lower fulfillment, a decrease in Chegg Skills of $1.9 million related to lower enrollments, and a decrease of $1.7 million as we no longer provide a platform for students to rent or buy print textbooks and eTextbooks. Skills and Other revenues decreased $15.6 million, or 29%, during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in advertising services revenues of $12.2 million due to lower fulfillment, a decrease in Chegg Skills of $10.2 million related to lower enrollments, and a $3.8 million decrease as we no longer provide a platform for students to rent or buy print textbooks and eTextbooks, partially offset by content licensing revenue of $10.6 million.
Cost of Revenues
The following tables present our cost of revenues for the periods shown (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Cost of revenues(1) | $ | 31,701 |  |  | $ | 43,420 |  |  | $ | (11,719) |  |  | (27) | %
(1)Includes share-based compensation expense of: | $ | 102 |  |  | $ | 471 |  |  | $ | (369) |  |  | (78) | %
(1)Includes restructuring charges of: | $ | 915 |  |  | $ | 12 |  |  | $ | 903 |  |  | n/m

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Cost of revenues(1) | $ | 121,152 |  |  | $ | 135,328 |  |  | $ | (14,176) |  |  | (10) | %
(1)Includes share-based compensation expense of: | $ | 471 |  |  | $ | 1,450 |  |  | $ | (979) |  |  | (68) | %
(1)Includes restructuring charges of: | $ | 1,656 |  |  | $ | 203 |  |  | $ | 1,453 |  |  | n/m

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Cost of revenues decreased $11.7 million, or 27%, during the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to lower payment processing and other order fees of $4.3 million, primarily due to the decrease in subscribers who have paid to access our services, lower depreciation and amortization expense of $4.0 million, lower web hosting fees of $1.7 million and lower employee-related expenses of $1.1 million. Gross margins decreased to 59% during the three months ended September 30, 2025, from 68% during the same period in 2024.
Cost of revenues decreased $14.2 million, or 10%, during the nine months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to lower payment processing and other order fees of $12.8 million, which is primarily due to the decrease in subscribers who have paid to access our services, lower employee-related expenses of $3.3 million, lower web hosting fees of $2.4 million, lower contractor spend of $1.9 million, and lower advertising revenue costs of $1.0 million due to decreased spending, which was partially offset by higher depreciation and amortization expense of $6.5 million primarily due to the accelerated depreciation recorded as we streamlined our product experiences, and higher restructuring charges of $1.5 million. Gross margins decreased to 60% during the nine months ended September 30, 2025, from 71% during the same period in 2024.
Operating Expenses
The following tables present our total operating expenses for the periods shown (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Research and development(1) | $ | 18,350 |  |  | $ | 41,337 |  |  | $ | (22,987) |  |  | (56) | %
Sales and marketing(1) | 11,583 |  |  | 26,508 |  |  | (14,925) |  |  | (56) |
General and administrative(1) | 33,232 |  |  | 51,910 |  |  | (18,678) |  |  | (36) |
Impairment expense | — |  |  | 195,708 |  |  | (195,708) |  |  | n/m
Total operating expenses | $ | 63,165 |  |  | $ | 315,463 |  |  | $ | (252,298) |  |  | (80) |
(1) Includes share-based compensation expense and restructuring charges as follows: |  |  |  |  |  |  |
Share-based compensation expense: |  |  |  |  |  |  |
Research and development | $ | 1,141 |  |  | $ | 7,492 |  |  | $ | (6,351) |  |  | (85) | %
Sales and marketing | 352 |  |  | 2,100 |  |  | (1,748) |  |  | (83) |
General and administrative | 4,330 |  |  | 11,868 |  |  | (7,538) |  |  | (64) |
Share-based compensation expense | $ | 5,823 |  |  | $ | 21,460 |  |  | $ | (15,637) |  |  | (73) |
Restructuring charges: |  |  |  |  |  |  |
Research and development | $ | 2,511 |  |  | $ | 827 |  |  | $ | 1,684 |  |  | 204 | %
Sales and marketing | 92 |  |  | — |  |  | 92 |  |  | n/m
General and administrative | 5,614 |  |  | 1,273 |  |  | 4,341 |  |  | 341 |
Restructuring charges | $ | 8,217 |  |  | $ | 2,100 |  |  | $ | 6,117 |  |  | 291 |

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| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Research and development(1) | $ | 76,495 |  |  | $ | 129,423 |  |  | $ | (52,928) |  |  | (41) | %
Sales and marketing(1) | 54,614 |  |  | 80,428 |  |  | (25,814) |  |  | (32) |
General and administrative(1) | 132,572 |  |  | 161,460 |  |  | (28,888) |  |  | (18) |
Impairment expense | 2,000 |  |  | 677,239 |  |  | (675,239) |  |  | n/m
Total operating expenses | $ | 265,681 |  |  | $ | 1,048,550 |  |  | $ | (782,869) |  |  | (75) |
(1) Includes share-based compensation expense and restructuring charges as follows: |  |  |  |  |  |  |
Share-based compensation expense: |  |  |  |  |  |  |
Research and development | $ | 5,937 |  |  | $ | 23,824 |  |  | $ | (17,887) |  |  | (75) | %
Sales and marketing | 1,826 |  |  | 5,966 |  |  | (4,140) |  |  | (69) |
General and administrative | 16,860 |  |  | 38,027 |  |  | (21,167) |  |  | (56) |
Share-based compensation expense | $ | 24,623 |  |  | $ | 67,817 |  |  | $ | (43,194) |  |  | (64) |
Restructuring charges: |  |  |  |  |  |  |
Research and development | $ | 10,303 |  |  | $ | 2,909 |  |  | $ | 7,394 |  |  | n/m
Sales and marketing | 2,234 |  |  | 906 |  |  | 1,328 |  |  | n/m
General and administrative | 16,781 |  |  | 4,822 |  |  | 11,959 |  |  | n/m
Restructuring charges | $ | 29,318 |  |  | $ | 8,637 |  |  | $ | 20,681 |  |  | n/m

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Operating expenses decreased $252.3 million, or 80%, and $782.9 million, or 75%, during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to the absence of impairment expenses of $195.7 million and $677.2 million recognized in the three and nine months ended September 30, 2024, respectively. The remaining decrease was primarily related to lower employee-related expenses and contractor spend as a result of restructuring actions. See "Note 1, “Background and Basis of Presentation” and Note 11, “Restructuring Charges” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for additional information regarding impairment expense and the restructuring actions, respectively.
Research and Development
Research and development expenses decreased $23.0 million, or 56%, during the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to lower employee-related expenses of $20.2 million including share-based compensation expense, lower web hosting fees of $1.9 million, lower contractor spend of $1.2 million, and lower technology expenses of $0.7 million, partially offset by higher restructuring charges of $1.7 million. Research and development expenses as a percentage of net revenues were 24% during the three months ended September 30, 2025 compared to 30% during the same period in 2024.
Research and development expenses decreased $52.9 million, or 41%, during the nine months ended September 30, 2025 compared to the same period in 2024. The decrease was primarily due to lower employee-related expenses of $50.4 million including share-based compensation expense, lower contractor spend of $4.8 million, lower technology expenses of $1.9 million, lower web hosting fees of $1.8 million, and lower depreciation and amortization expense of $0.8 million, partially offset by higher restructuring charges of $7.4 million. Research and development expenses as a percentage of net revenues were 25% during the nine months ended September 30, 2025 compared to 27% during the same period in 2024.
Sales and Marketing
Sales and marketing expenses decreased by $14.9 million, or 56%, during the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily attributable to lower paid marketing expenses of $11.2 million and lower employee-related expenses of $4.4 million including share-based compensation expense, partially offset by higher indirect marketing expenses of $0.9 million. Sales and marketing expenses as a percentage of net revenues were 15% during the three months ended September 30, 2025 compared to 19% during the same period in 2024.
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Sales and marketing expenses decreased by $25.8 million, or 32%, during the nine months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily attributable to lower paid marketing expenses of $12.2 million, lower employee-related expenses of $10.1 million including share-based compensation expense, lower indirect marketing expenses of $2.0 million, lower depreciation and amortization expense of $1.3 million, and $0.5 million in lower technology expenses, partially offset by higher restructuring charges of $1.3 million. Sales and marketing expenses as a percentage of net revenues were 18% during the nine months ended September 30, 2025 compared to 17% during the same period in 2024.
General and Administrative
General and administrative expenses decreased $18.7 million, or 36%, during the three months ended September 30, 2025 compared to the same period in 2024. The decrease was due to lower employee-related expenses of $15.6 million including share-based compensation expense, $5.1 million in lower loss contingency accruals, lower contractor spend of $0.9 million, and lower professional fees of $0.7 million, partially offset by higher restructuring charges of $4.3 million. General and administrative expenses as a percentage of net revenues were 43% during the three months ended September 30, 2025 compared to 38% during the same period in 2024.
General and administrative expenses decreased $28.9 million, or 18%, during the nine months ended September 30, 2025 compared to the same period in 2024. The decrease was due to lower employee-related expenses of $38.4 million including share-based compensation expense, lower professional fees of $7.5 million, and lower contractor spend of $2.8 million, partially offset by higher restructuring charges of $12.0 million, a $6.0 million impairment loss on a strategic equity investment, and higher loss contingency accruals of $2.4 million. General and administrative expenses as a percentage of net revenues were 44% during the nine months ended September 30, 2025 compared to 34% during the same period in 2024.
Impairment Expense
Impairment expense was $2.0 million during the nine months ended September 30, 2025, consisting of impairment of property and equipment. See Note 5, Property and Equipment, Net” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for additional information. Impairment expense was $195.7 million and $677.2 million during the three and nine months ended September 30, 2024, consisting of impairments of goodwill, intangible assets, and other related long-lived assets. See "Note 1, Background and Basis of Presentation" and "Note 5, Property and Equipment" of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for additional information.
Interest Expense, net and Other Income, Net
The following tables present our interest expense, net and other income, net, for the periods shown (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Interest expense, net | $ | (41) |  |  | $ | (658) |  |  | $ | 617 |  |  | (94) | %
Other income, net | 1,377 |  |  | 7,586 |  |  | (6,209) |  |  | (82) |
Interest expense, net and other income, net: | $ | 1,336 |  |  | $ | 6,928 |  |  | $ | (5,592) |  |  | (81) |

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Interest expense, net | $ | (549) |  |  | $ | (1,959) |  |  | $ | 1,410 |  |  | (72) | %
Other income, net | 16,433 |  |  | 25,485 |  |  | (9,052) |  |  | (36) |
Interest expense, net and other income, net: | $ | 15,884 |  |  | $ | 23,526 |  |  | $ | (7,642) |  |  | (32) |

Interest expense, net decreased $0.6 million, or 94%, and $1.4 million, or 72%, during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to the maturity of the 2025 notes and the early extinguishment of a portion of the 2026 notes.
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Other income, net decreased $6.2 million, or 82%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily due to a decrease in interest income of $6.0 million due to lower investment balances.
Other income, net decreased $9.1 million, or 36%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to a decrease in interest income of $13.8 million due to lower investment balances and $3.0 million of lower realized gains on investments, partially offset by the $7.4 million gain on early extinguishment of a portion of the 2026 notes.
Provision for income taxes
The following tables present our provision for income taxes for the periods shown (in thousands, except percentages):

| Three Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
(Provision for) benefit from income taxes | (1,683) |  |  | 2,723 |  |  | $ | (4,406) |  |  | n/m

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Provision for income taxes | (3,918) |  |  | (144,681) |  |  | $ | 140,763 |  |  | n/m

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Provision for income taxes increased $4.4 million during the three months ended September 30, 2025 compared to the same period in 2024 primarily due to the absence of discrete one-time tax benefits from fiscal year 2024 and restructuring losses in foreign jurisdictions. Provision for income taxes decreased $140.8 million during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the valuation allowance established in fiscal year 2024 against our U.S. federal and state deferred tax assets.
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):

|  | Change
| September 30, 2025 |  | December 31, 2024 |  | $ |  | %
Cash, cash equivalents and investments | $ | 111,666 |  |  | $ | 528,374 |  |  | $ | (416,708) |  |  | (79) | %
Convertible senior notes, net(1) | 62,558 |  |  | 485,949 |  |  | (423,391) |  |  | (87) |

______________________________________
(1) Consists of the current and long-term portion of convertible senior notes, net.
Cash, cash equivalents, and investments decreased $416.7 million, or 79%, and convertible senior notes, net decreased $423.4 million, or 87% during the nine months ended September 30, 2025. The decreases were primarily due to the net cash used for the maturity of the 2025 notes and the early extinguishment of a portion of the 2026 notes.
As of September 30, 2025, our principal sources of liquidity were cash, cash equivalents, and investments totaling $111.7 million, which were held for working capital purposes. We believe that our existing sources of liquidity as well as net cash flows from operations will be sufficient to fund our operations and debt service obligations for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, our investments in research and development activities, our acquisition of new products and services and our sales and marketing activities. To the extent that existing sources of liquidity are insufficient to fund our future operations, we may need to raise additional funds through public or private equity or debt financing. Additional funds may not be available on terms favorable 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 September 30, 2025, we have an accumulated deficit of $960.1 million from our operations and we may incur additional losses in the future.
Most of our cash, cash equivalents, and investments are held in the United States. As part of our ongoing cash management, we intend to repatriate a portion of earnings from our subsidiary in India by the end of fiscal year 2026.
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Accordingly, we do not assert an indefinite reinvestment of earnings and accrued a withholding tax of $2.4 million as of September 30, 2025, related to a potential future distribution of such earnings. This reflects our continued assessment of cash needs and the absence of an indefinite reinvestment assertion for our subsidiary in 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.
There were no material changes in our commitments under contractual obligations, as disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
The following table presents our condensed consolidated statements of cash flows data (in thousands):

| Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | %
Net cash flows provided by operating activities | $ | 24,499 |  |  | $ | 107,077 |  |  | $ | (82,578) |  |  | (77) | %
Net cash flows provided by (used in) investing activities | 269,838 |  |  | (83,465) |  |  | 353,303 |  |  | n/m
Net cash flows used in financing activities | (417,742) |  |  | (6,457) |  |  | (411,285) |  |  | n/m

_______________________________________
*n/m - not meaningful
The substantial majority of our cash inflows from operating activities are from e-commerce transactions with students, which are settled immediately through payment processors, as opposed to cash outflows from bill payments, which are settled based on contractual payment terms with our suppliers.
Net cash flows from operating activities decreased $82.6 million, or 77%, during the nine months ended September 30, 2025 compared to the same period in 2024 and was primarily related to the net effect of a decrease in net loss of $760.3 million, a decrease in impairment expense of $675.2 million, and a decrease in deferred tax assets of $140.8 million.
Net cash flows from investing activities increased $353.3 million during the nine months ended September 30, 2025 compared to the same period in 2024 and was primarily related to higher proceeds from the sale of investments of $181.2 million, fewer purchases of investments of $133.4 million, higher proceeds from the maturities of our investments of $14.2 million, fewer purchases of property and equipment of $40.0 million partially offset by the absence of proceeds from the sale of our strategic investment of $15.5 million that occurred in the nine months ended September 30, 2024.
Net cash flows from financing activities decreased $411.3 million during the nine months ended September 30, 2025 compared to the same period in 2024 and was primarily related to the repayment of our convertible debt of $416.5 million.
Critical Accounting Policies, Significant Judgments and Estimates
Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of these condensed 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.
There have been no material changes in our critical accounting policies and estimates during the nine months ended September 30, 2025 as compared to the critical accounting policies and estimates disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Recent Accounting Pronouncements
For relevant recent accounting pronouncements, see Note 1, “Background and Basis of Presentation,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the nine months ended September 30, 2025, compared to the disclosures in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
(b)Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2025, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may from time to time be involved in certain legal proceedings and 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 contractual and related disputes brought through private actions, class actions, administrative proceedings, regulatory actions or other litigation. We may also, from time to time, be involved in 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. See Note 8, “Commitments and Contingencies,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q for more information on our legal proceedings.
In 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.
In addition, the Company 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 the Company’s business, financial condition and results of operations.
ITEM 1A. RISK FACTORS
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, as supplemented by those described in Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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, as supplemented by those described in Part II, Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, except as described below:
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.
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.
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
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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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Securities
We had no unregistered sales of our securities during the three months ended September 30, 2025.
Purchases of Securities by the Registrant and Affiliated Purchasers
We did not purchase any of our common stock during the three months ended September 30, 2025.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, none of our Section 16 officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the covered period.
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ITEM 6. EXHIBITS

|  |  |  | Incorporated by Reference
Exhibit No. |  | Exhibit |  | Form |  | File No |  | Filing Date |  | Exhibit No. |  | Filed Herewith
3.01 |  | Restated Certificate of Incorporation of Chegg, Inc. effective November 18, 2013 |  | 10-K |  | 001-36180 |  | 3/4/2016 |  | 3.01 |  |
3.02 |  | Amended and Restated Bylaws of Chegg, Inc., as amended on March 15, 2023 |  | 8-K |  | 001-36180 |  | 3/21/2023 |  | 3.1 |  |
10.1 |  | Transition and Separation Agreement, dated October 27, 2025, between the Company and Nathan Schultz |  | 8-K |  | 001-36180 |  | 10/27/2025 |  | 10.1 |  |
10.2 |  | Offer Letter, dated October 27, 2025, between the Company and Dan Rosensweig |  | 8-K |  | 001-36180 |  | 10/27/2025 |  | 10.2 |  |
31.01 |  | Certification of Nathan Schultz, Chief Executive Officer and President, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  |  |  | X
31.02 |  | Certification of David Longo, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  |  |  | X
32.01** |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  |  |  | X
101.INS |  | Inline XBRL Instance Document |  |  |  |  |  |  |  |  |  | X
101.SCH |  | Inline XBRL Taxonomy Extension Schema |  |  |  |  |  |  |  |  |  | X
101.CAL |  | Inline XBRL Taxonomy Extension Calculation |  |  |  |  |  |  |  |  |  | X
101.LAB |  | Inline XBRL Taxonomy Extension Labels |  |  |  |  |  |  |  |  |  | X
101.PRE |  | Inline XBRL Taxonomy Extension Presentation |  |  |  |  |  |  |  |  |  | X
101.DEF |  | Inline XBRL Taxonomy Extension Definition |  |  |  |  |  |  |  |  |  | X
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |  |  |  |  |  |  |  |  |  | X

* | Indicates a management contract or compensatory plan.
** | This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| CHEGG, INC.
November 10, 2025 | By: |  | /S/ DAVID LONGO
|  |  | David Longo
|  |  | Chief Financial Officer
|  |  | (Principal Financial Officer and Principal Accounting Officer)

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