Item 8.01 Other Events

On August 26, 2022, Chegg, Inc. (the "Company") entered into individual, privately negotiated exchange agreements (the "Exchange Agreements") with certain holders of its outstanding 0% Convertible Senior Notes due 2026 (the "Notes"), pursuant to which such holders have agreed to exchange $438.3 million in aggregate principal amount of Notes held by them for an amount in cash to be calculated based on the volume-weighted average price of the Company's common stock over a two-day measurement period beginning on August 29, 2022. These transactions are expected to close on September 2, 2022, subject to the satisfaction of customary closing conditions.

A copy of the Exchange Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Exchange Agreements is qualified in its entirety by reference to such exhibit.




Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

      Exhibit No.                                          Description
         99.1                   Form of Exchange Agreement
                              Cover Page Interactive Data File (embedded within the Inline XBRL
          104                 document)

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