What the changes say
- Chegg is pivoting toward a business-to-business skilling strategy amid declining revenues and traffic headwinds from Google AI.
- The company faces stock delisting risks due to its share price falling below $1.00.
- Competition has intensified across academic and language learning platforms from major tech and AI providers.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Growth
Failure to successfully execute our skilling-focused business-to-business strategy and realize the anticipated benefits of our business transformation and related restructuring plan could have a material adverse effect on our business financial results
Failing to execute our business-to-business skilling transformation and restructuring plan could harm our financial results.
- NewRisks Related to Our Business and Growth
and plagiarism services, such as Grammarly. For Chegg Math, we face competition from other equation solver services, such as Photomath, Gauthmath, and Symbolab
Google's Artificial Intelligence Overview search feature is reducing traffic to our website and subscriber counts.
- NewRisks Related to Our Business and Growth
We depend on customers having access to and choosing to use our mobile apps in order to acquire new student users and expand their engagement with our learning platform
Operating system providers like Apple and Google could change app store policies or give preferential treatment to competitors.
- NewRisks Related to Data Privacy
Our efforts to prevent hackers and others from entering our computer systems or accessing our data may not be fully effective and we cannot guarantee that future events will not occur that have a material impact on our business
Service outages, natural disasters, or cyber-attacks could disrupt our global computer systems during peak periods.
- NewRisks Related to Our Securities
Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with such standards, could result in the delisting of our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stock
Our stock price fell below $1.00, risking delisting from the New York Stock Exchange if we do not cure the deficiency.
Dropped
- DroppedRisks Related to Our Business and Growth
education such as Chegg. These developments have negatively impacted our industry and our business and may continue to impact our overall traffic and accelerate the decline in the number of new subscribers that sign up for our services
- DroppedRisks Related to Our Business and Growth
Our exploration of strategic alternatives may not be successful and may disrupt our ongoing business, result in increased expenses and present certain other risks
- DroppedRisks Related to Our Business and Growth
Our international operations, and the expansion thereof, subject us to increased challenges, risks, and costs, which could adversely affect our business, financial condition, and results of operations
- DroppedRisks Related to Our Business and Growth
We depend on mobile app stores and operating systems to grow our student user base and their engagement with our learning platform
Competitor pricing and marketing aggression.
- DroppedRisks Related to Our Business and Growth
Our business is seasonal, and disruptions during peak periods can make, and have made, our operating results difficult to predict
Exploration of strategic alternatives and potential sale.
- DroppedRisks Related to Intellectual Property
applications that may facilitate piracy and new forms of intellectual property infringement through the unauthorized reproduction of copyrighted content to “train” AI applications and to create unauthorized derivative works
- DroppedRisks Related to Data Privacy
Furthermore, prior to our acquisition of Thinkful and Mathway, each discovered that an unauthorized party may have gained access to certain confidential information or personal information of users
International operations and staffing across multiple countries.
- DroppedRisks Related to Data Privacy
Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future
Reworded
- 85% rewrittenRisks Related to Our Business and Growth
We face competition in all aspects of our business, including with respect to AI, and we expect such competition to increase
Added specific language learning competitors GoFluent, Speexx, and Duolingo.
- 78% rewrittenRisks Related to Data Privacy
We collect, process, store and use personal information and other sensitive data, which subjects us to stringent and evolving U.S. and foreign laws, governmental regulation, contractual obligations, policies and other legal obligations
Retained scope of personal data processing obligations without major substantive changes.
- 75% rewrittenRisks Related to Our Securities
Our securities repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock
Updated remaining repurchase program balance to $122.4 million as of February 20, 2026.
- 57% rewrittenRisks Related to Our Securities
Our operations are susceptible to earthquakes, floods, rolling blackouts and other types of power loss, and public health crises. If these or other natural or man-made disasters were to occur, our business and results of operations would be adversely affected
Removed specific mention of San Francisco Bay Area headquarters and textbook distribution partners.
- 54% rewrittenRisks Related to Our Business and Growth
Our revenue has declined and our business depends on our ability to continue to attract new learners to, and retain existing learners on, our learning platform
Added enterprise customers and skilling business dependencies alongside student turnover.
- 44% rewrittenRisks Related to Data Privacy
Our business, including our ability to operate internationally, could be adversely affected if new legislation or regulations are adopted or due to changes in interpretations or implementations of current legislation and regulations
Trimmed references to the European Commission's proposed AI Act while keeping Digital Services Act compliance costs.
- 40% rewrittenRisks Related to Our Business and Growth
We may need additional capital, and we cannot be sure that additional financing will be available on favorable terms, if at all
Added capital needs for investing in the skilling business and strengthening the balance sheet.
- 39% rewrittenRisks Related to Our Business and Growth
We have a limited operating history in international jurisdictions and our expansion efforts into international markets may not be successful
Minor phrasing adjustments regarding international expansion and resource allocation.
- 39% rewrittenRisks Related to Our Business and Growth
If we are not able to manage the changes in our business both in terms of scale and complexity, our business could be adversely affected
Was: If we are not able to manage the growth of our business both in terms of scale and complexity, our business could be adversely affected
- 33% rewrittenRisks Related to Our Business and Growth
We have a history of losses, and we may not achieve or sustain profitability in the future
- 31% rewrittenRisks Related to Our Business and Growth
We have undertaken, and may in the future undertake, internal restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition
- 31% rewrittenRisks Related to Intellectual Property
Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations
- 31% rewrittenRisks Related to Intellectual Property
Misuse of our platform and content, including digital piracy and improper sharing and misappropriation of user credentials, may continue to adversely affect our business, financial condition, and results of operation
- 29% rewrittenRisks Related to Our Business and Growth
If our efforts to drive user traffic, including search engine optimization, social media campaigns, and other marketing, are not successful, student discovery of, and engagement with, our learning platform could decline, which may harm our business and results of operations
- 25% rewrittenRisks Related to Our Business and Growth
Our business depends on general economic conditions and their effect on spending behavior by students and advertising budgets
- 22% rewrittenRisks Related to Our Industry
If we are required to discontinue certain of our current marketing activities, our ability to attract new students may be adversely affected
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Growth
- 01Failure to successfully execute our skilling-focused business-to-business strategy and realize the anticipated benefits of our business transformation and related restructuring plan could have a material adverse effect on our business financial resultsNew
- 02Our revenue has declined and our business depends on our ability to continue to attract new learners to, and retain existing learners on, our learning platform54% rewritten
- 03If we fail to innovate and offer new products and services in response to rapidly evolving technological and market developments, including AI, our competitive position and business prospects may be harmed
- 04We face competition in all aspects of our business, including with respect to AI, and we expect such competition to increase85% rewritten
- 05and plagiarism services, such as Grammarly. For Chegg Math, we face competition from other equation solver services, such as Photomath, Gauthmath, and SymbolabNew
- 06U.S. colleges have faced, and may continue to face, reduced enrollment, which could negatively impact our business and results of operations
- 07We have a limited operating history in international jurisdictions and our expansion efforts into international markets may not be successful39% rewritten
- 08If our efforts to drive user traffic, including search engine optimization, social media campaigns, and other marketing, are not successful, student discovery of, and engagement with, our learning platform could decline, which may harm our business and results of operations29% rewritten
- 09If our efforts to build and maintain strong brands are not successful, we may not be able to grow our student user base, which could adversely affect our results of operations
- 10Our business depends on general economic conditions and their effect on spending behavior by students and advertising budgets25% rewritten
- 11We have a history of losses, and we may not achieve or sustain profitability in the future33% rewritten
- 12If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives
- 13We have undertaken, and may in the future undertake, internal restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition31% rewritten
- 14We depend on customers having access to and choosing to use our mobile apps in order to acquire new student users and expand their engagement with our learning platformNew
- 15Our wide variety of accepted payment methods subjects us to third-party payment processing-related risks, including risks associated with credit card fraud
- 16We rely on Amazon Web Services (AWS) and other third-party software and service providers to provide systems, storage, and services for our website and any disruption of such services or a material change to our arrangements could adversely affect our business
- 17Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully
- 18If we fail to convince brands of the benefits of advertising on our learning platform, or if platforms such as Google Chrome, Safari, or Firefox limit our access to advertising and marketing audiences, or the data required to effectively reach those audiences, our business could be harmed
- 19We may need additional capital, and we cannot be sure that additional financing will be available on favorable terms, if at all40% rewritten
- 20Our core value of putting students first may conflict with the short-term interests of our business
- 21Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business
- 22If we are not able to manage the changes in our business both in terms of scale and complexity, our business could be adversely affected39% rewritten
Risks Related to Our Industry
- 23Government regulation of education and student information is evolving, and unfavorable developments could have an adverse effect on our business, results of operations, and financial condition
- 24Colleges and certain governments may restrict online access or access to our website, which could lead to the loss of or slowing of growth in our student user base and their level of engagement with our platform
- 25If we are required to discontinue certain of our current marketing activities, our ability to attract new students may be adversely affected22% rewritten
- 26We are subject to U.S. trade control laws that may restrict growth prospects and impose liability if we are non-compliant
Risks Related to Taxes and Accounting Matters
- 27We may be subject to greater than anticipated liabilities for income, property, sales, and other taxes, and any successful action by federal, state, foreign, or other authorities to collect additional taxes could adversely harm our business
- 28Our earnings are affected by the application of accounting standards and our critical accounting policies, which involve subjective judgments and estimates formulated by our management. Our actual results could differ from the estimates and assumptions used to prepare our consolidated financial statements
Risks Related to Intellectual Property
- 29Failure to protect or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition, and results of operations31% rewritten
- 30Misuse of our platform and content, including digital piracy and improper sharing and misappropriation of user credentials, may continue to adversely affect our business, financial condition, and results of operation31% rewritten
- 31If we become subject to liability for the Internet content that we publish or that is uploaded to our websites by students or other users, our results of operations could be adversely affected
- 32Changes in or our failure to comply with the requirements for eligibility for the Digital Millennium Copyright Act (DMCA) safe harbors could harm our business
- 33We are, and may in the future be, subject to intellectual property claims, which are costly to defend and could harm our business, financial condition, and results of operations
- 34Some aspects of our technology include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could harm our business
Risks Related to Data Privacy
- 35The compromise of our information technology systems or data, including through computer malware, viruses, hacking, phishing attacks, spamming and other security incidents, could harm our business and results of operations
- 36Our efforts to prevent hackers and others from entering our computer systems or accessing our data may not be fully effective and we cannot guarantee that future events will not occur that have a material impact on our businessNew
- 37We collect, process, store and use personal information and other sensitive data, which subjects us to stringent and evolving U.S. and foreign laws, governmental regulation, contractual obligations, policies and other legal obligations78% rewritten
- 38Public scrutiny of Internet privacy issues and actual or perceived failure to comply with our obligations with respect to privacy and data security could harm our business, including by damaging our reputation and relationships with students and educators
- 39We are subject to privacy and cybersecurity laws across multiple jurisdictions which are highly complex, overlapping, and which create compliance challenges that may expose us to substantial costs, liabilities, or loss of customer trust. Our actual or perceived failure to comply with these laws could harm our business
- 40Our business, including our ability to operate internationally, could be adversely affected if new legislation or regulations are adopted or due to changes in interpretations or implementations of current legislation and regulations44% rewritten
Risks Related to Our Securities
- 41Our failure to regain compliance with the continued listing requirements of the NYSE, or any future failure to remain in compliance with such standards, could result in the delisting of our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stockNew
- 42Our stock price has been and will likely continue to be volatile
- 43We may be subject to short-selling strategies that may drive down the market price of our common stock
- 44Delaware law and provisions in our restated certificate of incorporation and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock
- 45Our securities repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock75% rewritten
- 46Our operations are susceptible to earthquakes, floods, rolling blackouts and other types of power loss, and public health crises. If these or other natural or man-made disasters were to occur, our business and results of operations would be adversely affected57% rewritten
Other Chegg 10-Ks
- FY2024 10-K risk factors49 risks
Chegg faces declining revenues and subscriber traffic driven by competitive artificial intelligence disruption and software offerings.
Filed Feb 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.