Chewy insider withholds shares to cover RSU taxes

Chewy, Inc.’s General Counsel & Secretary, Da-Wai Hu, had 909 shares of Class A common stock withheld on 2026-07-31 at $22.82 per share to satisfy tax obligations from the net settlement of vested RSUs.

Rhea-AI Filing Summary

Chewy, Inc.’s General Counsel & Secretary, Da-Wai Hu, had 909 shares of Class A common stock withheld on 2026-07-31 at $22.82 per share to satisfy tax obligations from the net settlement of vested RSUs. The withholding is described as not a market transaction and is exempt from Section 16(b) under Rule 16b-3(e). Footnotes also describe multiple RSU and PRSU awards with time- and performance-based vesting schedules extending through 2028, contingent on continued employment.

Insider Trade Summary

Tax Withholding: 909 shares

Tax Withholding 7 txns

Insider Hu Da-Wai

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	909	$22.82	$21K
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	--	--	--

Holdings After Transaction: Class A Common Stock — 219,913 shares (Direct)

Footnotes (7)

1. 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.
2. 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.
3. F3. 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.
4. F4. 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. 16.67% 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.
5. F5. 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.
6. F6. 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. 9.09% of these RSUs 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.
7. 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. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Key Figures

Shares withheld for taxes: 909 shares Reference share price: $22.8200 per share Initial vesting tranche: 25% of RSUs +4 more

7 metrics

Shares withheld for taxes 909 shares Class A common stock withheld on 2026-07-31 for RSU tax obligations

Reference share price $22.8200 per share Value used for the 909-share tax-withholding transaction on 2026-07-31

Initial vesting tranche 25% of RSUs From 2026-04-08 RSU grant, vesting on March 1, 2027, subject to continued employment

Subsequent RSU vesting rate 6.25% of RSUs From 2026-04-08 RSU grant, vesting each three-month anniversary after March 1, 2027

RSU quarterly vesting rate 16.67% of RSUs From 2024-04-01 RSU grant, vesting from November 1, 2026, and each three-month anniversary

Another RSU vesting rate 9.09% of RSUs From 2025-04-01 RSU grant, vesting from September 1, 2026, and each three-month anniversary

Single-tranche RSU vesting 100% of RSUs From 2024-04-01 RSU grant vesting entirely on December 1, 2026

Key Terms

restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), net settlement, Section 16(b), +2 more

6 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 performance-based restricted stock units ("PRSUs") granted to the filing person."

net settlement financial

"in connection with the net settlement of vested restricted stock units ("RSUs")"

Section 16(b) regulatory

"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934"

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."

time-vesting conditions financial

"The RSUs are subject to time-vesting conditions."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Chewy (CHWY) report for Da-Wai Hu?

Chewy reported that 909 shares of Class A common stock were withheld for Da-Wai Hu’s tax obligations. The shares covered taxes from the net settlement of vested RSUs and are expressly described as not a market transaction under Section 16 rules.

How many Chewy (CHWY) shares were involved and at what price?

The filing shows 909 shares of Chewy Class A common stock withheld at $22.82 per share. This reflects the value used to satisfy tax withholding and remittance obligations tied to vested restricted stock units, rather than an open-market sale.

Was the Da-Wai Hu transaction in Chewy (CHWY) stock a tax-related event?

Yes. The Form 4 states the 909 withheld shares satisfied tax withholding and remittance obligations. The event arose from the net settlement of vested RSUs, meaning shares were retained by the company instead of being delivered, solely to cover income tax liabilities.

Is the Chewy (CHWY) insider transaction treated as a market sale under Section 16(b)?

No. The footnote explains the withholding does not represent a market transaction and is exempt from Section 16(b). The exemption is cited under Rule 16b-3(e), which covers certain issuer-related transactions such as tax withholding on equity awards.

What equity awards for Da-Wai Hu does Chewy (CHWY) describe in this filing?

The filing outlines multiple RSU and PRSU grants made in 2024, 2025, and 2026. These awards have time-based and performance-based vesting, with vest dates including November 1, 2026, February 1, 2027, March 1, 2027, and March 1, 2028, subject to continued employment.

Did Chewy (CHWY) indicate that Da-Wai Hu’s transaction used a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox in the Form 4 is not marked as true. The company does not state that this tax-withholding transaction was executed under a pre-arranged Rule 10b5-1 trading plan, instead presenting it as a standard RSU net-settlement tax event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/04/2026 - 04:14 PM Accepted by SEC EDGAR 08/04/2026 - 04:13 PM Learn about SEC filing dates

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
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^*

Hu Da-Wai

(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)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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	07/31/2026		F		909(1)	D	$22.82	2,823	D
Class A Common Stock								37,486(2)	D
Class A Common Stock								49,962(3)	D
Class A Common Stock								22,392(4)	D
Class A Common Stock								76,299(5)	D
Class A Common Stock								20,081(6)	D
Class A Common Stock								10,870(7)	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 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 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.

4. 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. 16.67% 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.

5. 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.

6. 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. 9.09% of these RSUs 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.

7. 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. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

	/s/ Da-Wai Hu	08/04/2026
	** 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)