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Chewy (CHWY) CFO logs RSU-related 182-share tax withholding, holds 6,247 shares

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

Rhea-AI Filing Summary

Chewy, Inc. Chief Financial Officer Christopher S. Deppe reported an administrative share transaction related to equity compensation, rather than an open-market trade. On June 1, 2026, 182 shares of Class A common stock were withheld at $22.54 per share to satisfy tax obligations from the net settlement of vested restricted stock units. After this tax-withholding disposition, he held 6,247 shares of Class A common stock directly.

The filing also details multiple outstanding restricted stock unit (RSU) and performance-based RSU (PRSU) awards that may convert into shares over time. These awards carry time-vesting schedules with key vesting dates including September 1, 2026, December 1, 2026, February 1, 2027, March 1, 2027, November 1, 2026, May 1, 2027, and March 1, 2028, contingent on continued employment and, for PRSUs, previously certified performance conditions.

Positive

  • None.

Negative

  • None.
Insider Deppe Christopher S.
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock 182 $22.54 $4K
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 — 6,247 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 9.08% will vest on September 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. 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. 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.
Tax-withheld shares 182 shares Shares withheld to satisfy RSU tax obligations on June 1, 2026
Withholding price $22.54/share Value per share for 182 shares withheld for taxes
Shares held after transaction 6,247 shares Direct Class A common stock holdings after tax withholding
Largest equity award balance 346,670 shares Total shares shown as following one RSU/PRSU holding entry
Second-largest equity award balance 71,062 shares Total shares shown as following another RSU/PRSU holding entry
Tax withholding entries 1 transaction Form 4 tax-withholding dispositions under code F
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 of vested restricted stock units financial
"withheld to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units"
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
"pursuant to Rule 16b-3(e) promulgated thereunder"
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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*
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)
06/01/2026		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 Stock06/01/2026F182(1)D$22.546,247D
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 Stock871(6)D
Class A Common Stock2,580(7)D
Class A Common Stock1,408(8)D
Class A Common Stock6,156(9)D
Class A Common Stock6,883(10)D
Class A Common Stock5,064(11)D
Class A Common Stock2,307(12)D
Class A Common Stock12,762(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)
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 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. 9.08% will vest on September 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.
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. Deppe06/03/2026
** 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

FAQ

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

Chewy CFO Christopher S. Deppe reported that 182 shares of Class A common stock were withheld at $22.54 per share to cover tax obligations from vested RSUs, leaving him with 6,247 directly held shares afterward.

Was the Chewy (CHWY) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 states the 182 shares were withheld to satisfy tax withholding and remittance obligations on vested RSUs and “does not represent a market transaction,” indicating no open-market sale decision by the CFO.

How many Chewy (CHWY) shares does the CFO hold after this filing?

After the reported tax-withholding disposition, the Form 4 shows Christopher S. Deppe directly holding 6,247 shares of Chewy Class A common stock, reflecting his remaining equity position following the RSU-related withholding.

What RSU awards for Chewy (CHWY) CFO are described in the Form 4 footnotes?

Footnotes describe multiple RSU grants, including awards from September 14, 2022, April 6, 2023, April 1, 2024, April 1, 2025, April 8, 2026, and September 4, 2025, each converting one-for-one into Chewy shares if time-vesting conditions are met.

What PRSU awards for Chewy (CHWY) CFO are included and when do they vest?

The filing notes PRSUs initially granted on April 1, 2024 and April 1, 2025, with performance conditions certified in March 2025 and March 2026. These PRSUs vest on February 1, 2027 and March 1, 2028, subject to continued employment with Chewy.

What future vesting dates are important in this Chewy (CHWY) Form 4?

Key vesting dates for the CFO’s RSU and PRSU awards include September 1, 2026, December 1, 2026, February 1, 2027, March 1, 2027, November 1, 2026, May 1, 2027, and March 1, 2028, assuming continued employment and, for PRSUs, certified performance.