Chewy (NYSE: CHWY) CAO reports RSU tax withholding and awards

Rhea-AI Filing Summary

Chewy, Inc. Chief Accounting Officer William G. Billings reported an automatic share withholding tied to vested stock awards. On January 30, 2026, 1,207 shares of Class A common stock were withheld at $30.14 per share to cover tax obligations from restricted stock unit (RSU) vesting, rather than sold on the market.

After this tax withholding, Billings directly owned 32,540 shares of Class A common stock. He also held several RSU awards, including 43,750 RSUs granted on September 20, 2024 that vest in stages on August 1, 2026 and August 1, 2027, and additional RSUs of 27,026 and 25,377 shares with time-based vesting through 2026 and later, all contingent on continued employment with Chewy.

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

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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 FL 33322

(City) (State) (Zip)

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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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

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

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	01/30/2026		F		1,207	D	$30.14	32,540(1)	D
Class A Common Stock								43,750(2)	D
Class A Common Stock								27,026(3)	D
Class A Common Stock								25,377(4)	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 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.

3. 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. 10% will vest on May 1, 2026, and each three-month anniversary thereafter, 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, 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. 25% of these RSUs will vest on March 1, 2026, 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.

	/s/ Da-Wai Hu, as Attorney-in-fact- for William G. Billings	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Chewy (CHWY) insider William G. Billings report in this Form 4?

William G. Billings reported a tax-related share withholding and updated equity holdings. On January 30, 2026, 1,207 Chewy Class A shares were withheld to satisfy taxes on vested RSUs, and his remaining direct share and RSU positions were detailed without any open-market sale.

How many Chewy (CHWY) shares were withheld for taxes and at what price?

A total of 1,207 Class A common shares were withheld at $30.14 per share. This withholding satisfied tax and remittance obligations arising from the net settlement of vested RSUs, and is classified as an exempt transaction rather than a discretionary market sale of stock.

How many Chewy (CHWY) shares does William G. Billings own after this transaction?

After the tax withholding event, Billings directly owned 32,540 shares of Chewy Class A common stock. In addition, he held multiple time-vesting RSU awards that can convert into further shares in future years, subject to his continued employment and the specified vesting schedules.

What RSU awards does Chewy (CHWY) CAO William G. Billings hold and when do they vest?

Billings holds RSUs including 43,750 units granted September 20, 2024, vesting 58.5% on August 1, 2026 and 41.5% on August 1, 2027. He also holds 27,026 and 25,377 RSUs with time-based vesting beginning in 2026, contingent on continued employment with Chewy.

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

The reported transaction was not a market sale; it was a tax withholding. Shares were retained by the issuer to cover tax obligations from RSU vesting and are treated as exempt under Rule 16b-3(e), rather than an open-market disposal initiated by the insider.

What role does William G. Billings hold at Chewy (CHWY)?

William G. Billings serves as Chewy’s Chief Accounting Officer, as identified in the filing. The Form 4 reflects equity activity tied to his compensation, including tax-withheld shares and multiple RSU grants that vest over time, aligning part of his pay with Chewy’s stock performance.