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Chewy (NYSE: CHWY) grants RSUs and PRSUs to its Chief Accounting Officer

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

Rhea-AI Filing Summary

Billings William G. reported acquisition or exercise transactions in this Form 4 filing.

Chewy, Inc. reported that its Chief Accounting Officer, William G. Billings, received a grant of 32,571 restricted stock units (RSUs) of Class A common stock on April 8, 2026 as equity compensation at no cash cost per share. Each RSU represents the right to receive one share if vesting conditions are met. For this grant, 25% of the RSUs vest on March 1, 2027 and 6.25% vest on each three-month anniversary after that, subject to his continued employment. The filing also describes earlier RSU and performance-based RSU awards with vesting schedules running through March 1, 2028, August 1, 2026 and 2027, and quarterly dates beginning May 1, 2026 and June 1, 2026, all conditioned on ongoing employment.

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Insider Billings William G.
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 32,571 $0.00 --
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 — 32,571 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units ("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 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. 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. 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. 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.
New RSU grant size 32,571 RSUs Granted April 8, 2026 to Chief Accounting Officer
Initial vesting portion 25% of RSUs Vests on March 1, 2027 for April 8, 2026 grant
Ongoing vesting rate 6.25% of RSUs Vests on each three-month anniversary after March 1, 2027
PRSUs vesting date March 1, 2028 Performance-based RSUs granted April 8, 2025, after 2025 performance certification
First prior RSU tranche 58.5% of RSUs From September 20, 2024 grant, vests August 1, 2026
Second prior RSU tranche 41.5% of RSUs From September 20, 2024 grant, vests August 1, 2027
Quarterly RSU vesting 10% of RSUs From a September 20, 2024 grant, vests starting May 1, 2026
Additional quarterly RSU vesting 8.33% of RSUs From April 8, 2025 grant, vests starting June 1, 2026
restricted stock units ("RSUs") financial
"Represents restricted stock units ("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."
time-vesting conditions financial
"The RSUs are subject to time-vesting conditions."
continued employment financial
"subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date."
Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.
Compensation Committee financial
"the Compensation Committee of the Board of Directors certified the achievement of the performance conditions"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026		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 Stock04/08/2026A32,571(1)A$032,571D
Class A Common Stock14,470(2)D
Class A Common Stock36,338D
Class A Common Stock43,750(3)D
Class A Common Stock27,026(4)D
Class A Common Stock19,033(5)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 restricted stock units ("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.
2. 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.
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. 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.
4. 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.
5. 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. Billings04/10/2026
** 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) disclose about William G. Billings in this Form 4?

Chewy reported that Chief Accounting Officer William G. Billings received a grant of 32,571 restricted stock units of Class A common stock on April 8, 2026. The RSUs are equity compensation awards that convert into shares only if specified vesting and employment conditions are satisfied.

How many Chewy (CHWY) RSUs did William G. Billings receive and at what price?

William G. Billings received 32,571 restricted stock units of Chewy Class A common stock on April 8, 2026. The RSUs have a stated price per share of $0.0000, reflecting that they are compensation awards rather than shares purchased in the open market for cash consideration.

What is the vesting schedule for the new Chewy (CHWY) RSU grant to the CAO?

For the April 8, 2026 RSU grant, 25% of the units vest on March 1, 2027. The remaining 75% vest in 6.25% increments on each three-month anniversary thereafter, as long as William G. Billings remains employed by Chewy through each applicable vesting date.

What performance-based RSUs (PRSUs) involving Chewy (CHWY) were described in this filing?

The filing notes performance-based RSUs initially granted April 8, 2025, where each PRSU represents one share. On March 5, 2026, Chewy’s Compensation Committee certified that performance conditions for 2025 were achieved, and these PRSUs are scheduled to vest on March 1, 2028, subject to continued employment.

What other Chewy (CHWY) RSU grants to William G. Billings are mentioned and how do they vest?

Additional RSUs granted September 20, 2024 are described. One grant vests 58.5% on August 1, 2026 and 41.5% on August 1, 2027. Another vests 10% on May 1, 2026 and on each three-month anniversary. A separate April 8, 2025 grant vests 8.33% quarterly starting June 1, 2026.

Are Chewy (CHWY) RSU and PRSU awards contingent on continued employment?

Yes. The filing repeatedly states that each RSU or PRSU represents a contingent right to receive one share, and vesting requires continued employment. For every schedule described, vesting on the stated dates occurs only if William G. Billings remains employed by Chewy through those vesting dates.