Chewy CFO reports RSU tax withholding of 2,857 shares

Chewy, Inc. Chief Financial Officer Christopher S. Deppe reported a routine tax-withholding transaction related to vested stock awards.

Rhea-AI Filing Summary

Chewy, Inc. Chief Financial Officer Christopher S. Deppe reported a routine tax-withholding transaction related to vested stock awards. On May 1, 2026, 2,857 shares of Class A common stock were withheld at $25.42 per share to cover tax obligations on restricted stock units.

The filing specifies this was a tax-withholding disposition, not an open-market trade, and is exempt under Section 16(b) pursuant to Rule 16b-3(e). Following the withholding, one reported line shows Deppe holding 5,969 Class A shares directly, alongside multiple RSU and PRSU grants with future time- and performance-based vesting schedules.

Insider Trade Summary

Exercise Price or Tax Liability: 2,857 shares

Exercise Price or Tax Liability 13 txns

Insider Deppe Christopher S.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	2,857	$25.42	$73K
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	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 472,456 shares (Direct)

Footnotes (13)

1. 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.
2. F2. Represents RSUs granted to the filing person on April 8, 2026. 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, 2027, 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.
3. F3. Represents RSUs granted to the filing person on April 8, 2026. 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 2027, and 50% will vest on March 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
4. F4. Represents RSUs granted to the filing person on April 8, 2026. 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. 30% will vest on December 1, 2026, 25% will vest on December 1, 2027, 25% will vest on December 1, 2028, and 20% will vest on December 1, 2029, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
5. F5. 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, 2025 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year by the Compensation Committee of the Board of Directors. On March 5, 2026, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
6. F6. 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. 100% will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
7. F7. 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.
8. F8. 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. 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.
9. F9. 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. 14.28% of these RSUs will vest on August 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.
10. F10. 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 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.
11. F11. 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. 8.33% will vest on June 1, 2026 and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
12. F12. 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. 100% will vest on March 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
13. F13. 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. 50% of these RSUs will vest on November 1, 2026, and the remaining 50% will vest on May 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Key Figures

Tax-withheld shares: 2,857 shares Withholding price: $25.42 per share Direct holdings line: 5,969 shares +5 more

8 metrics

Tax-withheld shares 2,857 shares Class A common stock withheld for RSU tax obligations on May 1, 2026

Withholding price $25.42 per share Value used for the 2,857 tax-withheld shares

Direct holdings line 5,969 shares Class A shares shown following tax-withholding disposition

Tax-withholding count 1 transaction Form 4 transactionSummary taxWithholdingCount

Tax-withholding volume 2,857 shares Form 4 transactionSummary taxWithholdingShares

RSU vesting start 25% on March 1, 2027 One April 8, 2026 RSU grant vesting schedule

Long-term RSU vesting Through December 1, 2029 Multi-year RSU grant vesting 30%, 25%, 25%, 20% from 2026–2029

PRSU vesting date March 1, 2028 PRSU grant initially tied to 2025 fiscal performance

Key Terms

restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), net settlement, Section 16(b), +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents RSUs granted to the filing person on April 8, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance-based restricted stock units ("PRSUs") financial

"Represents performance-based restricted stock units ("PRSUs") granted to the filing person."

net settlement financial

"shares ... were withheld to satisfy tax withholding ... in connection with the net settlement of vested restricted stock units"

Section 16(b) regulatory

"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3(e) regulatory

"exempt from Section 16(b) ... pursuant to Rule 16b-3(e) promulgated thereunder"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chewy (CHWY) CFO Christopher Deppe report in this Form 4?

Chewy CFO Christopher S. Deppe reported that 2,857 Class A shares were withheld at $25.42 per share to satisfy tax obligations on vested restricted stock units, a non-market transaction exempt from Section 16(b) under Rule 16b-3(e), with shares retained from RSU and PRSU awards.

Was the Chewy (CHWY) CFO’s Form 4 transaction a stock sale in the market?

No. The Form 4 states 2,857 Chewy Class A shares were withheld solely to satisfy tax withholding and remittance obligations from vested RSUs. The filing explicitly notes this does not represent a market transaction and is exempt from Section 16(b) under Rule 16b-3(e).

How many Chewy (CHWY) shares did the CFO have after the tax withholding entry?

After the reported tax-withholding disposition of 2,857 shares, one line in the filing shows Christopher S. Deppe directly holding 5,969 shares of Chewy Class A common stock. Additional entries reflect various RSU and PRSU awards that may convert into shares upon future vesting dates.

What future vesting schedules are disclosed for the Chewy (CHWY) CFO’s RSUs?

Several RSU grants are disclosed with time-based vesting. Examples include awards vesting 25% on March 1, 2027 with 6.25% quarterly thereafter, a grant vesting 50% on March 1, 2027 and 50% on March 1, 2028, and others vesting between 2026 and 2029, subject to continued employment.

What performance-based PRSUs are mentioned for the Chewy (CHWY) CFO?

The filing describes PRSUs initially granted in 2024 and 2025, where vesting eligibility depended on achieving specified fiscal-year performance conditions certified by the Compensation Committee. Once certified, these PRSUs are scheduled to vest on dates such as February 1, 2027 and March 1, 2028, contingent on continued employment.

How does the Form 4 describe the nature of the Chewy (CHWY) CFO’s RSU and PRSU awards?

Each RSU or PRSU represents a contingent right to receive one share of Chewy Class A common stock. The awards are subject to time-vesting or performance-based conditions, with multiple grants vesting in installments between 2026 and 2029, conditioned on Christopher S. Deppe’s continued employment through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:30 PM Learn about SEC filing dates

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).

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^*

Deppe Christopher S.

(Last) (First) (Middle)

7700 WEST SUNRISE BOULEVARD

(Street)

PLANTATION FLORIDA 33322

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		F		2,857(1)	D	$25.42	5,969	D
Class A Common Stock								71,062(2)	D
Class A Common Stock								5,922(3)	D
Class A Common Stock								346,670(4)	D
Class A Common Stock								4,342(5)	D
Class A Common Stock								871(6)	D
Class A Common Stock								2,580(7)	D
Class A Common Stock								1,408(8)	D
Class A Common Stock								6,156(9)	D
Class A Common Stock								6,883(10)	D
Class A Common Stock								5,524(11)	D
Class A Common Stock								2,307(12)	D
Class A Common Stock								12,762(13)	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 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.

2. Represents RSUs granted to the filing person on April 8, 2026. 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, 2027, 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.

3. Represents RSUs granted to the filing person on April 8, 2026. 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 2027, and 50% will vest on March 1, 2028, 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 8, 2026. 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. 30% will vest on December 1, 2026, 25% will vest on December 1, 2027, 25% will vest on December 1, 2028, and 20% will vest on December 1, 2029, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

5. 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, 2025 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year by the Compensation Committee of the Board of Directors. On March 5, 2026, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

6. 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. 100% will vest on September 1, 2026, 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 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.

8. 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. 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.

9. 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. 14.28% of these RSUs will vest on August 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.

10. 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 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.

11. 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. 8.33% will vest on June 1, 2026 and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

12. 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. 100% will vest on March 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

13. 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. 50% of these RSUs will vest on November 1, 2026, and the remaining 50% will vest on May 1, 2027, 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 Christopher S. Deppe	05/05/2026
	** 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 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.
* Form 4: SEC 1474 (03-26)