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Chewy (NYSE: CHWY) General Counsel awarded 37,486 RSUs vesting from 2027

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Form Type
4

Rhea-AI Filing Summary

Hu Da-Wai reported acquisition or exercise transactions in this Form 4 filing.

Chewy, Inc. reported that its General Counsel & Secretary, Da-Wai Hu, received an equity award of 37,486 restricted stock units (RSUs) of Class A common stock on April 8, 2026. This is a compensation grant, not an open-market share purchase.

Each RSU represents the right to receive one share if vesting conditions are met. 25% of these RSUs will vest on March 1, 2027, and 6.25% will vest on each three-month anniversary thereafter, as long as Hu remains employed by Chewy. The filing also lists several existing RSU and performance-based RSU (PRSU) awards with vesting dates in 2026–2028, underscoring that Hu’s stake is largely in unvested equity tied to time and performance conditions rather than recent stock trading.

Positive

  • None.

Negative

  • None.
Insider Hu Da-Wai
Role General Counsel & Secretary
Type Security Shares Price Value
Grant/Award Class A Common Stock 37,486 $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 — 37,486 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 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. 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. 12.5% of these RSUs will vest on May 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. 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. 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. 8.33% of these RSUs will vest on June 1, 2026, and 8.33% 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 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.
New RSU grant 37,486 RSUs Granted April 8, 2026 to General Counsel & Secretary Da-Wai Hu
Initial vesting tranche 25% of 37,486 RSUs Scheduled to vest on March 1, 2027, subject to continued employment
Ongoing vesting rate 6.25% of RSUs Vest on each three-month anniversary after March 1, 2027, if employment continues
Certified 2025 PRSU vesting date March 1, 2028 Performance-based RSUs granted April 1, 2025, vest on this date if employment continues
Certified 2024 PRSU vesting date February 1, 2027 Performance-based RSUs granted April 1, 2024, vest on this date if employment continues
Time-vesting RSU schedule (2024 grant) 12.5% per quarter RSUs granted April 1, 2024 vest quarterly starting May 1, 2026, with continued employment
Single-vest RSU grant 100% on December 1, 2026 RSUs granted April 1, 2024 vest fully on this date, subject to employment
Quarterly vesting rate (2025 RSUs) 8.33% of RSUs RSUs granted April 1, 2025 vest every three months 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."
performance conditions financial
"subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year"
Compensation Committee of the Board of Directors financial
"the Compensation Committee of the Board of Directors certified the achievement of the performance conditions"
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel & Secretary
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 Stock04/08/2026A37,486(1)A$037,486D
Class A Common Stock49,962(2)D
Class A Common Stock29,856(3)D
Class A Common Stock76,299(4)D
Class A Common Stock21,906(5)D
Class A Common Stock10,870(6)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 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.
3. 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. 12.5% of these RSUs will vest on May 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.
4. 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.
5. 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. 8.33% of these RSUs will vest on June 1, 2026, and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
6. 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 Hu04/10/2026
** 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 Da-Wai Hu in this Form 4?

Chewy disclosed a new equity grant to General Counsel Da-Wai Hu. He received 37,486 restricted stock units, each convertible into one Class A share upon vesting, reflecting routine stock-based compensation rather than open-market buying or selling activity.

How many RSUs did Chewy (CHWY) grant to Da-Wai Hu and on what date?

Da-Wai Hu received 37,486 RSUs of Chewy Class A common stock on April 8, 2026. These restricted stock units are part of his equity compensation package and will convert into shares only as specific vesting schedules and employment conditions are satisfied.

When do Da-Wai Hu’s new Chewy (CHWY) RSUs begin vesting?

The new RSUs begin vesting on March 1, 2027. Twenty-five percent of the 37,486 units vest on that date, with 6.25% vesting every three months thereafter, as long as Hu continues his employment with Chewy through each vesting date.

Are the RSUs granted to Da-Wai Hu at Chewy (CHWY) tied to continued employment?

Yes, the RSUs are contingent on continued employment. Vesting of the 37,486 new RSUs, as well as other time-based awards described, requires that Da-Wai Hu remain employed by Chewy through each scheduled vesting date to receive the underlying shares.

What performance-based RSUs (PRSUs) for Da-Wai Hu did Chewy (CHWY) describe?

Chewy detailed PRSUs granted in 2024 and 2025. These performance-based units had vesting eligibility tied to Compensation Committee certification of 2024 and 2025 fiscal-year performance, with certified awards now scheduled to vest on February 1, 2027 and March 1, 2028, subject to ongoing employment.

Does this Chewy (CHWY) Form 4 show Da-Wai Hu buying or selling stock in the market?

No market purchases or sales are reported. The Form 4 records an equity compensation grant of 37,486 RSUs and outlines existing RSU and PRSU awards. There are no open-market buy or sell transactions indicated in the transaction summary data provided.