Chewy GC 445 shares withheld for RSU taxes
Chewy, Inc.’s General Counsel & Secretary, Da-Wai Hu, reported routine equity compensation activity.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
Chewy, Inc.’s General Counsel & Secretary, Da-Wai Hu, reported routine equity compensation activity. The filing shows 445 shares of Class A common stock withheld at $22.54 per share to cover tax obligations upon the net settlement of vested RSUs, which is not a market trade. Additional RSU and PRSU awards are disclosed with time- and performance-based vesting schedules extending through 2028, contingent on continued employment.
Insider Trade Summary
Exercise Price or Tax Liability: 445 shares
Exercise Price or Tax Liability
1 txn
Insider
Hu Da-Wai
Role
General Counsel & Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 445 | $22.54 | $10K |
| 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 | -- | -- | -- |
| Holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 225,025 shares (Direct)
Footnotes (7)
- 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 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.
- 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. 14.29% of these RSUs will vest on August 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.
- 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.
- 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.
- 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
Tax-withheld shares: 445 shares
Withholding price: $22.54 per share
Shares after F transaction: 4,203 shares
+3 more
6 metrics
Tax-withheld shares
445 shares
Class A common stock withheld to satisfy RSU tax obligations
Withholding price
$22.54 per share
Value used for 445 tax-withheld shares
Shares after F transaction
4,203 shares
Direct Class A shares following tax-withholding disposition
Initial RSU vesting
25%
Portion of April 8, 2026 RSUs vesting on March 1, 2027
Subsequent RSU vesting
6.25%
Additional RSU vesting each three-month anniversary after March 1, 2027
Single-tranche RSU vesting
100%
RSUs granted April 1, 2024 vesting on December 1, 2026
Key Terms
restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), Section 16(b), Rule 16b-3(e)
4 terms
restricted stock units ("RSUs") financial
"Represents shares of Class A common stock... in connection with the net settlement of vested restricted stock units ("RSUs")"
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."
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e)"
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
"exempt from Section 16(b)... pursuant to Rule 16b-3(e) promulgated thereunder."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Chewy (CHWY) report in this Form 4 for Da-Wai Hu?
Chewy reported that General Counsel Da-Wai Hu had 445 Class A shares withheld to satisfy tax obligations linked to vested RSUs. This is an administrative disposition, not an open-market trade, and reflects routine handling of stock-based compensation.
What future vesting schedule is disclosed for Da-Wai Hu’s Chewy (CHWY) RSUs?
One RSU grant vests 25% on March 1, 2027, then 6.25% every three months. Other RSU awards vest on specified dates in 2026 and 2027, all conditioned on Hu’s continued employment with Chewy through each applicable vesting date.
How do Chewy (CHWY) performance-based RSUs for Da-Wai Hu vest?
Performance-based RSUs initially granted in 2024 and 2025 vest after the Compensation Committee certifies performance for those fiscal years. Once certified, the PRSUs are scheduled to vest on February 1, 2027 and March 1, 2028, subject to continued employment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
