Chewy CEO settles RSU taxes in company shares
Chewy, Inc. reported an insider equity update for CEO Sumit Singh.
Rhea-AI Filing Summary
Chewy, Inc. reported an insider equity update for CEO Sumit Singh. On January 30, 2026, 163,018 shares of Class A common stock were withheld at $30.14 per share to cover his tax obligations on vested RSUs, and 17,290 shares were similarly withheld for his spouse. These are tax withholdings, not open-market sales.
After these transactions, Singh beneficially owned 886,890 Class A shares directly, and his spouse held 115,415 shares indirectly attributed to him. The filing also details multiple time-based RSU and performance-based PRSU grants to Singh and his spouse, with vesting schedules running through February 1, 2027, all contingent on continued employment and, for PRSUs, previously certified 2024 performance goals.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 180,308 shares
Exercise Price or Tax Liability
11 txns
Insider
Singh Sumit
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 163,018 | $30.14 | $4.91M |
| Exercise Price or Tax Liability | Class A Common Stock | 17,290 | $30.14 | $521K |
| 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 — 2,379,207 shares (Direct);
Class A Common Stock — 282,349 shares (Indirect, By Spouse)
Footnotes (11)
- F1. Represents shares of Class A common stock of Chewy, Inc. that were withheld to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units ("RSUs") and does not represent a market transaction. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e) promulgated thereunder.
- F2. Represents shares of Class A common stock of Chewy, Inc. that were withheld to satisfy tax withholding and remittance obligations to the filing person's spouse in connection with the net settlement of vested RSUs and does not represent a market transaction. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e) promulgated thereunder.
- F3. Represents RSUs granted to the filing person on January 18, 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. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% will vest on February 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F4. 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 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.
- F5. 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. 12.5% 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.
- F6. 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.
- F7. Represents RSUs granted to the filing person's spouse on April 6, 2023 and June 26, 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 7,840 of the RSUs, 50% will vest on August 1, 2026, and the remaining 50% will vest on February 1, 2027, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,593 of the RSUs, 100% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F8. Represents PRSUs granted to the filing person's spouse. 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 August 5, 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 spouse's continued employment with Chewy, Inc. through the vesting date.
- F9. Represents RSUs granted to the filing person's spouse 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. 12.5% will vest on May 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F10. Represents RSUs granted to the filing person's spouse 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F11. Represents RSUs granted to the filing person's spouse on August 5, 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. 12.5% will vest on May 1, 2026 and each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Chewy (CHWY) disclose about CEO Sumit Singh’s Form 4 transaction?
Chewy reported that CEO Sumit Singh had vested RSUs on January 30, 2026, with shares withheld to cover taxes. This involved Class A common stock at $30.14 per share, structured as tax withholding rather than an open-market sale of Chewy shares.
What RSU and PRSU awards for Chewy (CHWY) management are described?
The filing describes time-based RSUs and performance-based PRSUs granted to Sumit Singh and his spouse. These awards generally convert into one Chewy Class A share per unit and vest between 2026 and February 1, 2027, subject to continued employment and previously certified 2024 performance goals.
When do Chewy (CHWY) performance-based PRSUs for the CEO vest?
Performance-based PRSUs granted to the CEO, tied to 2024 fiscal-year performance, vest on February 1, 2027. The Compensation Committee certified achievement of the performance conditions on March 26, 2025, and vesting still requires Sumit Singh’s continued employment through that vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
