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  4. [Form 4] Chewy, Inc. Insider Trading Activity

CHWY insider: CAO sell-to-cover 1,121 shares; 31,045 shares held

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

Rhea-AI Filing Summary

Chewy, Inc. (CHWY) insider filing: Chief Accounting Officer William G. Billings reported a sale of 1,121 Class A shares on 11/03/2025 at $32.7181 per share. The filing states this was a “sell to cover” under a Rule 10b5‑1 trading plan adopted on September 11, 2024 to cover tax withholding from RSU vesting. Following the transaction, he directly beneficially owned 31,045 shares.

The filing also lists time‑vested RSU awards: 43,750 RSUs granted 09/20/2024 (58.5% vests on 08/01/2026; 41.5% on 08/01/2027), 29,728 RSUs granted 09/20/2024 (9.09% vests on 02/01/2026 and each three‑month anniversary thereafter), and 25,377 RSUs granted 04/08/2025 (25% vests on 03/01/2026 and 6.25% each three‑month anniversary thereafter), each subject to continued employment.

Positive

  • None.

Negative

  • None.

Insights

Sell-to-cover under a 10b5-1 plan; routine and neutral.

The officer sold 1,121 shares at $32.7181 on 11/03/2025 to satisfy tax withholding from RSU vesting, executed pursuant to a pre‑established Rule 10b5‑1 plan. Such sales typically do not signal discretionary selling pressure.

Post‑trade direct ownership is 31,045 shares. The filing details multiple RSU grants with specified vesting schedules across 2026 and 2027. Actual share delivery depends on continued employment and scheduled vesting.

The filing is administrative in nature. Any market impact would depend on future vesting and delivery; the document provides the schedule but no changes to compensation terms.

Insider Billings William G.
Role Chief Accounting Officer
Sold 1,121 shs ($37K)
Type Security Shares Price Value
Sale Class A Common Stock 1,121 $32.7181 $37K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 31,045 shares (Direct)
Footnotes (1)
  1. Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 11, 2024 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). 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. 9.09% will vest on February 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. 25% of these RSUs will vest on March 1, 2026, 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.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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 FL 33322
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/03/2025 S 1,121(1) D $32.7181 31,045 D
Class A Common Stock 43,750(2) D
Class A Common Stock 29,728(3) D
Class A Common Stock 25,377(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 "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 11, 2024 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
2. 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.
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. 9.09% will vest on February 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. 25% of these RSUs will vest on March 1, 2026, 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.
/s/ Da-Wai Hu, as Attorney-in-fact- for William G. Billings 11/05/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did CHWY’s CAO report selling in this Form 4?

He sold 1,121 Class A shares on 11/03/2025 at $32.7181 per share.

Why were CHWY shares sold by the officer?

The filing states it was a “sell to cover” under a Rule 10b5‑1 plan to cover tax withholding from RSU vesting.

How many CHWY shares does the officer hold after the transaction?

He directly beneficially owned 31,045 shares after the reported sale.

What RSU awards are outstanding for CHWY’s CAO?

Listed RSUs: 43,750 (granted 09/20/2024), 29,728 (granted 09/20/2024), and 25,377 (granted 04/08/2025).

What are the key vesting dates for the 43,750 RSUs?

58.5% vests on 08/01/2026 and 41.5% vests on 08/01/2027, subject to continued employment.

How do the 29,728 RSUs vest for CHWY’s CAO?

9.09% vests on 02/01/2026 and on each three‑month anniversary thereafter, subject to continued employment.

What is the vesting schedule for the 25,377 RSUs?

25% vests on 03/01/2026 and 6.25% on each three‑month anniversary thereafter, subject to continued employment.