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  4. [Form 4] Chewy, Inc. Insider Trading Activity

Chewy (NYSE: CHWY) CAO reports routine RSU tax withholding, holds 37,976 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chewy, Inc.'s Chief Accounting Officer, William G. Billings, reported a Form 4 showing a routine tax-related share disposition tied to equity compensation. On May 1, 2026, 1,064 shares of Class A common stock were withheld at $25.42 per share to satisfy tax obligations from vested restricted stock units, and the filing clarifies this was not a market transaction.

After this withholding, Billings directly owned 37,976 Class A shares. Footnotes describe several outstanding time-based and performance-based RSU and PRSU awards with vesting schedules running from 2026 through 2028, all contingent on his continued employment with Chewy.

Positive

  • None.

Negative

  • None.
Insider Billings William G.
Role Chief Accounting Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock 1,064 $25.42 $27K
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 — 37,976 shares (Direct, null)
Footnotes (1)
  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. 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. 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 8, 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. Represents RSUs granted to the filing person on September 20, 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. 58.5% will vest on August 1, 2026, and 41.5% will vest on August 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 September 20, 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. 11.11% will vest on August 1, 2026, and 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 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. 8.33% will vest on June 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.
Tax-withheld shares 1,064 shares Shares withheld to cover RSU tax obligations on May 1, 2026
Withholding price $25.42 per share Value used for RSU-related tax withholding
Post-transaction holdings 37,976 shares Direct Class A holdings after tax withholding disposition
Tax-withholding shares (summary) 1,064 shares TaxWithholdingShares reported in transaction summary
restricted stock units ("RSUs") financial
"Represents shares of Class A common stock ... in connection with the net settlement of vested restricted stock units ("RSUs")"
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."
Section 16(b) of the Securities Exchange Act of 1934 regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended"
Rule 16b-3(e) regulatory
"exempt from Section 16(b) ... pursuant to Rule 16b-3(e) promulgated thereunder"
time-vesting conditions financial
"The RSUs are subject to time-vesting conditions. 25% of these RSUs will vest on March 1, 2027"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Billings William G.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026F1,064(1)D$25.4237,976D
Class A Common Stock32,571(2)D
Class A Common Stock14,470(3)D
Class A Common Stock43,750(4)D
Class A Common Stock24,324(5)D
Class A Common Stock19,033(6)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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 8, 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.
4. Represents RSUs granted to the filing person on September 20, 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. 58.5% will vest on August 1, 2026, and 41.5% will vest on August 1, 2027, 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 20, 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. 11.11% will vest on August 1, 2026, and each three-month anniversary thereafter, 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 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. 8.33% will vest on June 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.
/s/ Da-Wai Hu, as Attorney-in-fact- for William G. Billings05/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Chewy (CHWY) report for William G. Billings?

Chewy’s Chief Accounting Officer, William G. Billings, reported a tax-related share withholding. On May 1, 2026, 1,064 Class A shares were withheld to cover tax obligations tied to vested RSUs, and the filing notes this was not an open-market transaction.

How many Chewy (CHWY) shares does William G. Billings hold after this Form 4?

Following the reported tax-withholding transaction, William G. Billings directly holds 37,976 shares of Chewy Class A common stock. This post-transaction balance reflects his remaining equity stake after 1,064 shares were withheld to satisfy RSU-related tax obligations.

Was the Chewy (CHWY) insider transaction a market sale of shares?

No, the Form 4 specifies the transaction was not a market sale. The 1,064 shares were withheld by Chewy to satisfy tax withholding and remittance obligations on vested RSUs, a routine, non-market mechanism exempt under Rule 16b-3(e).

At what price were the Chewy (CHWY) shares withheld for William G. Billings’ taxes?

The 1,064 withheld Chewy Class A shares were valued at $25.42 per share. This per-share amount is used to cover the tax liability associated with the net settlement of Billings’ vested restricted stock units under the company’s equity program.

What future vesting conditions apply to William G. Billings’ Chewy (CHWY) RSUs granted in 2026?

RSUs granted on April 8, 2026 vest over time if Billings remains employed. Twenty-five percent vest on March 1, 2027, and 6.25% vest on each three-month anniversary thereafter, reflecting a staggered schedule tied to continued employment with Chewy.

What are the performance-based RSUs (PRSUs) mentioned in the Chewy (CHWY) Form 4?

The filing notes PRSUs initially granted April 8, 2025. The Compensation Committee certified 2025 performance on March 5, 2026, making those PRSUs eligible to vest on March 1, 2028, subject to William G. Billings’ continued employment through that vesting date.