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Chewy (NYSE: CHWY) CFO Deppe details RSU and PRSU stock awards

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

Rhea-AI Filing Summary

Chewy, Inc. Chief Financial Officer Christopher S. Deppe filed an initial ownership report listing his holdings of Class A common stock through multiple restricted stock unit (RSU) and performance-based RSU (PRSU) awards. The footnotes describe grants made between September 14, 2022 and September 4, 2025, with vesting schedules running from March 1, 2026 through March 1, 2027, generally conditioned on his continued employment with Chewy through each vesting date.

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Insider Deppe Christopher S.
Role Chief Financial Officer
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 -- -- --
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 — 1,566 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units ("RSUs") granted to the filing person on April 6, 2023. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% of such RSUs will vest on February 1, 2027 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. 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 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 September 14, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 100% of these RSUs will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person on September 14, 2022. 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. 50% will vest on March 1, 2026, and the remaining 50% will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person on September 4, 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. 33% of these RSUs will vest on May 1, 2026, and on each six-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, 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. 50% of these RSUs will vest on March 1, 2026, and the remaining 50% will vest on March 1, 2027, 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.
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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*
Deppe Christopher S.
(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)
Chief Financial Officer
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 1,566 D
Class A Common Stock 1,408(1) D
Class A Common Stock 7,035(2) D
Class A Common Stock 7,365(3) D
Class A Common Stock 2,580(4) D
Class A Common Stock 1,742(5) D
Class A Common Stock 19,143(6) D
Class A Common Stock 4,614(7) D
Class A Common Stock 6,883(8) 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 6, 2023. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% of such RSUs will vest on February 1, 2027 subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
2. 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. 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.
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 September 14, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 100% of these RSUs will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
5. Represents RSUs granted to the filing person on September 14, 2022. 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. 50% will vest on March 1, 2026, and the remaining 50% will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
6. Represents RSUs granted to the filing person on September 4, 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. 33% of these RSUs will vest on May 1, 2026, and on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
7. 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. 50% of these RSUs will vest on March 1, 2026, and the remaining 50% will vest on March 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
8. 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.
Remarks:
Exhibit 24: Power of Attorney
/s/ Da-Wai Hu, as Attorney-in-Fact for Christopher S. Deppe 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 the Chewy (CHWY) Form 3 filing for Christopher S. Deppe show?

The Form 3 shows Christopher S. Deppe, Chewy’s Chief Financial Officer, reporting initial ownership of Class A common stock through several RSU and PRSU grants with time-based and performance-based vesting between 2026 and 2027, subject to continued employment.

Which RSU grants for Chewy (CHWY) CFO Deppe are described in the Form 3?

The filing describes RSUs granted on September 14, 2022, April 6, 2023, April 1, 2024, April 1, 2025, and September 4, 2025. Each grant represents the right to receive one share of Chewy Class A common stock per RSU, subject to vesting.

When do Christopher S. Deppe’s Chewy (CHWY) RSUs vest?

Vesting dates in the filing range from March 1, 2026 through March 1, 2027. Some awards vest in tranches every three or six months, while others vest 50% or 100% on specific dates, all requiring continued employment through each vesting date.

What performance-based RSUs (PRSUs) are included for Chewy (CHWY) CFO Deppe?

The Form 3 notes PRSUs initially granted on April 1, 2024. Vesting eligibility depended on 2024 fiscal-year performance conditions certified by Chewy’s Compensation Committee on March 26, 2025, and the PRSUs vest on February 1, 2027, if Deppe remains employed through that date.

Are Christopher S. Deppe’s Chewy (CHWY) RSUs subject to employment conditions?

Yes. Every RSU and PRSU grant described is contingent on continued employment with Chewy, Inc. through the applicable vesting date. If those employment conditions are not met at a vesting date, the related unvested units would not settle into Chewy Class A shares.