Chewy (CHWY) CAO receives 14,470-share equity compensation grant

Rhea-AI Filing Summary

Chewy, Inc. reported that Chief Accounting Officer William G. Billings acquired 14,470 shares of Class A common stock on March 25, 2026 through a grant at a price of $0.00 per share. This reflects an equity compensation award rather than an open-market purchase.

Footnotes explain that his equity package includes performance-based restricted stock units tied to Chewy’s 2025 fiscal-year results, which vest on March 1, 2028, and multiple time-based restricted stock unit grants vesting in tranches across 2026 and 2027, all contingent on continued employment.

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

OMB APPROVAL

OMB Number:			3235-0287
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/25/2026		A		14,470(1)	A	$0	14,470	D
Class A Common Stock								36,338	D
Class A Common Stock								43,750(2)	D
Class A Common Stock								27,026(3)	D
Class A Common Stock								19,033(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 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.

2. Represents restricted stock units ("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. 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. Billings	03/27/2026
	** Signature of Reporting Person	Date
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)

FAQ

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

Chewy reported that Chief Accounting Officer William G. Billings received an equity grant of 14,470 shares of Class A common stock on March 25, 2026 at $0.00 per share. This is classified as a grant or award, not an open-market stock purchase.

Was the Chewy (CHWY) insider transaction a purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. Code A identifies it as a grant, award, or other acquisition. The 14,470 Class A shares were acquired at $0.00 per share as equity compensation for Chief Accounting Officer William G. Billings.

What performance-based PRSUs were disclosed for Chewy (CHWY) CAO Billings?

The filing notes performance-based RSUs (PRSUs) initially granted April 8, 2025. Vesting eligibility depended on 2025 performance, certified on March 5, 2026. These PRSUs are scheduled to vest on March 1, 2028, subject to Billings remaining employed through that vesting date.

What time-vesting RSUs for Chewy (CHWY) CAO Billings vest in 2026 and 2027?

One RSU grant from September 20, 2024 vests 58.5% on August 1, 2026 and 41.5% on August 1, 2027. Another RSU grant from the same date vests 10% on May 1, 2026 and on each three-month anniversary, conditioned on continued employment.

What RSU vesting schedule starting in 2026 was disclosed for Chewy (CHWY) CAO Billings?

RSUs granted on April 8, 2025 vest 8.33% on June 1, 2026 and on each three-month anniversary thereafter. Each RSU represents one share of Class A common stock, and vesting requires Billings to remain employed with Chewy through each applicable vesting date.

Does the Chewy (CHWY) Form 4 involve any stock sales by CAO Billings?

The summarized data show no reported sales by William G. Billings. The only clearly coded transaction is an acquisition via grant (code A) of 14,470 Class A shares at zero cost, indicating additional equity compensation rather than a disposition of existing holdings.