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.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
Insider Trade Summary
Tax Withholding: 1,541 shares
Tax Withholding
11 txns
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)
- 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 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Key Figures
Shares withheld for tax: 1,541 shares
Withholding price per share: $23.80 per share
Tax-liability transactions: 1 transaction, 1,541 shares
3 metrics
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
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 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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).
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
