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

Chewy CFO has 1,541 shares withheld for taxes

Chewy’s CFO reported a small tax-related share withholding tied to RSU vesting, not an open-market sale, alongside multiple unvested equity awards.

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

Rhea-AI Filing Summary

Chewy, Inc. (CHWY) reported that its Chief Financial Officer, Christopher S. Deppe, had 1,541 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations related to vested restricted stock units. This was a tax-withholding entry, not a market sale, and is described as exempt from Section 16(b) under Rule 16b-3(e). Deppe also has multiple outstanding RSU and PRSU awards with time- and performance-based vesting schedules extending through 2029, all contingent on continued employment.

Positive

  • None.

Negative

  • None.
Insider Deppe Christopher S.
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1 1,541 $23.80 $37K
holding Class A Common Stock F2 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F4 -- -- --
holding Class A Common Stock F5 -- -- --
holding Class A Common Stock F6 -- -- --
holding Class A Common Stock F7 -- -- --
holding Class A Common Stock F8 -- -- --
holding Class A Common Stock F9 -- -- --
holding Class A Common Stock F10 -- -- --
holding Class A Common Stock F11 -- -- --
Holdings After Transaction: Class A Common Stock — 470,109 shares (Direct)
Footnotes (11)
  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 April 6, 2023. 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 February 1, 2027 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 April 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 16.66% of these RSUs will vest on November 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.
  8. F8. 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.
  9. F9. 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. 9.99% will vest on December 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 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.
  11. F11. 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.
Shares withheld for tax 1,541 shares Class A common stock withheld on September 1, 2026 to satisfy tax withholding for vested RSUs
Withholding price per share $23.80 per share Value applied to 1,541 shares withheld on September 1, 2026
Tax-liability transactions 1 transaction, 1,541 shares Exercise price or tax-liability related disposition count and shares in the reporting period
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 PRSUs granted to the filing person."
net settlement financial
"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"
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
"pursuant to Rule 16b-3(e) promulgated thereunder"

FAQ

What insider transaction did Chewy (CHWY) report for its CFO on September 1, 2026?
Chewy reported that its CFO, Christopher S. Deppe, had 1,541 shares of Class A common stock withheld on September 1, 2026 to cover tax withholding obligations from vested RSUs. The filing states this was not a market transaction and is exempt under Rule 16b-3(e).

Was the September 1, 2026 CHWY Form 4 a market sale by the CFO?
No. The Form 4 states the 1,541 shares were withheld to satisfy tax withholding and remittance obligations in connection with net settlement of vested RSUs and “does not represent a market transaction,” and is exempt from Section 16(b) under Rule 16b-3(e).

At what price were the CHWY shares withheld for the CFO’s tax obligations?
The tax-related withholding covered 1,541 shares of Chewy Class A common stock at $23.80 per share, as reported in the Form 4 for the September 1, 2026 transaction classified as payment of tax liability by delivering or withholding securities.

Does the CHWY Form 4 indicate trades under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the tax-withholding transaction is instead described as exempt from Section 16(b) under Rule 16b-3(e), without reference to any Rule 10b5-1 trading plan.

What RSU and PRSU awards for the CHWY CFO are described in this Form 4?
Footnotes describe multiple RSU and PRSU grants to the CFO from 2023–2026. Vesting schedules include tranches on dates such as December 1, 2026, February 1, 2027, March 1, 2027–2028, and through December 1, 2029, all subject to continued employment and, for PRSUs, prior performance certification.

What performance-based equity awards for CHWY’s CFO are mentioned in the filing?
The filing notes PRSUs initially granted on April 1, 2024 and April 1, 2025. The Compensation Committee certified achievement of related 2024 and 2025 fiscal-year performance conditions on March 26, 2025 and March 5, 2026, respectively, with vesting scheduled in 2027–2028 subject to continued employment.

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		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 Stock09/01/2026F1,541(1)D$23.89,576D
Class A Common Stock71,062(2)D
Class A Common Stock5,922(3)D
Class A Common Stock346,670(4)D
Class A Common Stock4,342(5)D
Class A Common Stock704(6)D
Class A Common Stock5,277(7)D
Class A Common Stock6,883(8)D
Class A Common Stock4,604(9)D
Class A Common Stock2,307(10)D
Class A Common Stock12,762(11)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 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 April 6, 2023. 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 February 1, 2027 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, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 16.66% of these RSUs will vest on November 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.
8. 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.
9. 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. 9.99% will vest on December 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 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.
11. 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. Deppe09/03/2026
** 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