CHWY CTO Form 4: two sales at ~$32.65–$32.72; 229,702 shares held

Rhea-AI Filing Summary

Chewy, Inc. (CHWY): Chief Technology Officer Satish Mehta reported open‑market sales of Class A common stock. He sold 3,288 shares at $32.7181 on November 3, 2025 and 4,642 shares at $32.65 on November 4, 2025. The November 3 sale was a “sell to cover” for tax withholding under a Rule 10b5‑1 plan adopted April 15, 2022, and the November 4 sale was under a Rule 10b5‑1 plan adopted April 9, 2025.

Following these transactions, he directly beneficially owned 229,702 Class A shares. Disclosed equity awards include 64,931 PRSUs (granted April 6, 2023; vesting February 1, 2026), 27,056 RSUs (time‑based; portions vest February 1, 2026 and semiannually), 162,139 PRSUs (granted April 4, 2024; vesting February 1, 2027), 86,305 RSUs (time‑based; first tranche December 1, 2025), and 62,097 RSUs (granted April 8, 2025; first tranche March 1, 2026), each subject to continued employment.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mehta Satish

(Last) (First) (Middle)

7700 WEST SUNRISE BOULEVARD

(Street)

PLANTATION FL 33322

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/03/2025		S		3,288(1)	D	$32.7181	234,344	D
Class A Common Stock	11/04/2025		S		4,642(2)	D	$32.65	229,702	D
Class A Common Stock								64,931(3)	D
Class A Common Stock								27,056(4)	D
Class A Common Stock								162,139(5)	D
Class A Common Stock								86,305(6)	D
Class A Common Stock								62,097(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 15, 2022 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

2. Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 9, 2025.

3. 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 6, 2023 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

4. Represents 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. The RSUs are subject to time-vesting conditions. With respect to 20,292 of the RSUs, 33.33% will vest on February 1, 2026 and 33.33% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 6,764 of the RSUs, 100% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

5. Represents 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 4, 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.

6. Represents RSUs granted to the filing person on April 4, 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. 17.3% will vest on December 1, 2025, and 9.19% will vest on February 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.

7. Represents RSUs granted to the filing person on April 8, 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.

	/s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta	11/05/2025
	** 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 4 (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.

FAQ

What insider transaction did CHWY’s CTO report?

Satish Mehta sold 3,288 shares at $32.7181 on November 3, 2025 and 4,642 shares at $32.65 on November 4, 2025.

Were the CHWY share sales under a Rule 10b5-1 plan?

Yes. The November 3 sale was a sell to cover under a plan adopted April 15, 2022, and the November 4 sale was under a plan adopted April 9, 2025.

How many CHWY shares does the CTO hold after the transactions?

He directly beneficially owned 229,702 Class A shares after the reported transactions.

What equity awards for CHWY’s CTO are disclosed?

Awards include 64,931 PRSUs (vesting Feb 1, 2026), 27,056 RSUs (time-based, starting Feb 1, 2026), 162,139 PRSUs (vesting Feb 1, 2027), 86,305 RSUs (first tranche Dec 1, 2025), and 62,097 RSUs (first tranche Mar 1, 2026).

What is the reporting person’s role at CHWY?

Satish Mehta is an Officer, serving as Chief Technology Officer.

Is this Form 4 filed by multiple reporting persons?

No. It was filed by one reporting person.