Chewy CAO has shares withheld for RSU taxes
Chewy, Inc. Chief Accounting Officer William G. Billings reported an automatic tax-withholding event related to equity compensation.
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Form Type
4
Rhea-AI Filing Summary
Chewy, Inc. Chief Accounting Officer William G. Billings reported an automatic tax-withholding event related to equity compensation. On June 1, 2026, 625 shares of Class A common stock were withheld at $22.54 per share to satisfy tax obligations from vested restricted stock units, which the company notes is not a market transaction. Following this disposition, Billings directly holds 38,937 Class A shares.
The filing also describes several time-based RSU and performance-based RSU grants that vest between 2026 and 2028, contingent on continued employment and, for PRSUs, previously certified performance for the 2025 fiscal year.
Insider Trade Summary
Exercise Price or Tax Liability: 625 shares
Exercise Price or Tax Liability
6 txns
Insider
Billings William G.
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 625 | $22.54 | $14K |
| 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 — 171,499 shares (Direct)
Footnotes (6)
- 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.
- 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.
- 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 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.
- F4. 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.
- F5. 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. 11.11% will vest on August 1, 2026, and each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F6. 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. 9.09% 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.
Key Figures
Tax-withheld shares: 625 shares
Withholding price: $22.54/share
Shares held after event: 38,937 shares
+5 more
8 metrics
Tax-withheld shares
625 shares
Class A common stock withheld for RSU tax obligations on June 1, 2026
Withholding price
$22.54/share
Price per share for 625 tax-withheld shares
Shares held after event
38,937 shares
Direct Class A holdings after June 1, 2026 withholding
RSU vesting start
25%
Of April 8, 2026 RSUs vest on March 1, 2027
Subsequent RSU vesting rate
6.25%
Vests each three-month anniversary after March 1, 2027 for that RSU grant
PRSUs vesting date
March 1, 2028
PRSUs tied to 2025 performance vest on this date
Large RSU tranche
58.5%
Of a September 20, 2024 RSU grant vests on August 1, 2026
Remaining RSU tranche
41.5%
Of that September 20, 2024 RSU grant vests on August 1, 2027
Key Terms
restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), net settlement of vested restricted stock units, Section 16(b) of the Securities Exchange Act of 1934, +1 more
5 terms
restricted stock units ("RSUs") financial
"Represents RSUs granted to the filing person on April 8, 2026. Each RSU represents a contingent right..."
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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Chewy (CHWY) report for William G. Billings?
Chewy reported that Chief Accounting Officer William G. Billings had shares withheld to cover taxes on vested RSUs. 625 Class A shares were withheld on June 1, 2026 as a tax-withholding disposition, not as an open-market stock sale.
What does the F transaction code mean in the Chewy (CHWY) Form 4?
The F code on the Chewy Form 4 indicates shares were used to pay tax or exercise costs. Here, 625 shares were withheld at $22.54 per share to satisfy tax obligations on vested RSUs, and it is not a market trade.
What RSU grants to William G. Billings are described for Chewy (CHWY)?
The filing describes several RSU awards that convert into one share each. One grant from April 8, 2026 vests 25% on March 1, 2027 and 6.25% every three months thereafter, subject to continued employment at Chewy.
What performance-based RSUs (PRSUs) are disclosed for Chewy (CHWY) CAO Billings?
Chewy reports performance-based RSUs initially granted on April 8, 2025. The Compensation Committee certified 2025 performance on March 5, 2026, and these PRSUs are scheduled to vest on March 1, 2028, contingent on William G. Billings remaining employed.
How do other Chewy (CHWY) RSU grants to Billings vest over time?
Additional RSU grants from September 20, 2024 and April 8, 2025 vest in tranches. Portions vest on August 1, 2026, August 1, 2027, and then every three months, with vesting conditioned on his continued employment at Chewy.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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