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  4. [Form 3] Chewy, Inc. Initial Statement of Beneficial Ownership

Chewy (CHWY) top lawyer reports initial stock and RSU holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Chewy, Inc. General Counsel & Secretary Da-Wai Hu filed an initial statement of beneficial ownership, reporting direct holdings of Class A common stock and multiple equity awards.

The filing details restricted stock units and performance-based RSUs granted in 2024 and 2025, with vesting beginning on May 1, 2026 and March 1, 2026, quarterly thereafter in specified percentages, plus awards vesting 100% on December 1, 2026 and February 1, 2027, all contingent on continued employment.

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Insider Hu Da-Wai
Role General Counsel & Secretary
Type Security Shares Price Value
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 2,625 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units ("RSUs") granted to the filing person on April 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 12.5% of these RSUs will vest on May 1, 2026, and on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents performance-based restricted stock units ("PRSUs") granted to the filing person. Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on April 1, 2024 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2024 fiscal year by the Compensation Committee of the Board of Directors. On March 26, 2025, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Represents RSUs granted to the filing person on April 1, 2025. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 25% of these RSUs will vest on March 1, 2026, and 6.25% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person on April 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Hu Da-Wai
(Last) (First) (Middle)
7700 WEST SUNRISE BOULEVARD
(Street)
PLANTATION FL 33322
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2026 		3. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel & Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 2,625 D
Class A Common Stock 29,856(1) D
Class A Common Stock 76,299(2) D
Class A Common Stock 29,207(3) D
Class A Common Stock 10,870(4) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted to the filing person on April 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 12.5% of these RSUs will vest on May 1, 2026, and on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
2. Represents performance-based restricted stock units ("PRSUs") granted to the filing person. Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on April 1, 2024 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2024 fiscal year by the Compensation Committee of the Board of Directors. On March 26, 2025, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
3. Represents RSUs granted to the filing person on April 1, 2025. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 25% of these RSUs will vest on March 1, 2026, and 6.25% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
4. Represents RSUs granted to the filing person on April 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
/s/ Da-Wai Hu 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does Da-Wai Hu’s Form 3 filing for Chewy (CHWY) show?

The Form 3 shows Da-Wai Hu’s initial beneficial ownership in Chewy Class A common stock and related equity awards. It lists RSUs and performance-based RSUs with detailed vesting schedules tied to continued employment through future vesting dates.

What RSUs did Da-Wai Hu receive from Chewy (CHWY) on April 1, 2024?

On April 1, 2024, Da-Wai Hu received RSUs where each unit equals one Chewy Class A share. One grant vests 12.5% on May 1, 2026 and each three-month anniversary; another vests 100% on December 1, 2026, subject to continued employment.

How are Da-Wai Hu’s Chewy (CHWY) performance-based RSUs structured?

Da-Wai Hu’s PRSUs were granted April 1, 2024, with shares earned based on 2024 performance. Chewy’s Compensation Committee certified performance on March 26, 2025, and the earned PRSUs will vest on February 1, 2027, if he remains employed through that date.

What are the vesting terms for Da-Wai Hu’s April 1, 2025 Chewy (CHWY) RSUs?

RSUs granted April 1, 2025 to Da-Wai Hu vest over time. Twenty-five percent vest on March 1, 2026, with 6.25% vesting on each three-month anniversary thereafter, conditioned on his continued employment with Chewy through each vesting date.

Does Da-Wai Hu’s Chewy (CHWY) Form 3 indicate any stock purchases or sales?

The Form 3 functions as an initial ownership report rather than a trade notice. Transactions are classified as holdings with unknown transaction codes, and the summary shows no buy or sell counts, only disclosures of existing stock and equity award positions.