Chewy, Inc. (NYSE: CHWY) insider reports 11,134 shares withheld for RSU taxes
Rhea-AI Filing Summary
Chewy, Inc. Chief Accounting Officer William G. Billings had 11,134 shares of Class A common stock withheld on July 31, 2026 at $22.82 per share to cover tax obligations on vested RSUs, a non-market tax-withholding disposition. Additional footnotes describe RSU and PRSU awards with time- and performance-based vesting schedules extending through 2028.
Positive
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Negative
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Insider Trade Summary
Net Seller: 11,134 shares
Net Sell
6 txns
Insider
Billings William G.
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock F1 | 11,134 | $22.82 | $254K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 160,365 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. 100% 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. 12.5% will vest on November 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
Shares withheld for taxes: 11,134 shares
Tax withholding price: $22.82 per share
Initial RSU vesting tranche: 25%
+4 more
7 metrics
Shares withheld for taxes
11,134 shares
Class A common stock withheld on July 31, 2026 to satisfy RSU tax obligations
Tax withholding price
$22.82 per share
Per-share value used for the tax-withholding disposition of Class A common stock
Initial RSU vesting tranche
25%
Portion of April 8, 2026 RSU grant vesting on March 1, 2027
Subsequent quarterly RSU vesting
6.25%
Vests each three-month anniversary after March 1, 2027 for the April 8, 2026 RSUs
Single-tranche RSU vesting
100%
RSUs granted September 20, 2024 vesting in full on August 1, 2027
PRSU vesting date
March 1, 2028
Vesting date for performance-based RSUs granted April 8, 2025 after performance certification
Quarterly RSU vesting rate
9.09%
Vesting rate from September 1, 2026 for RSUs granted April 8, 2025
Key Terms
restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), net settlement, Section 16(b), +1 more
5 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
"This transaction is exempt from Section 16(b) ... pursuant to Rule 16b-3(e) promulgated thereunder."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Chewy (CHWY) report for William G. Billings?
Chewy reported that Chief Accounting Officer William G. Billings had 11,134 Class A shares withheld at $22.82 per share on July 31, 2026 to satisfy RSU-related tax obligations, categorized as a tax-withholding disposition rather than an open-market trade.
What are the key terms of the April 8, 2026 RSU grant at Chewy (CHWY)?
RSUs granted April 8, 2026 give a right to one Class A share per unit. 25% vest on March 1, 2027, and 6.25% vest on each three-month anniversary thereafter, subject to William G. Billings’ continued employment with Chewy through each vesting date.
How do the performance-based RSUs (PRSUs) for Chewy (CHWY) vest?
PRSUs granted April 8, 2025 each represent one Class A share. Performance for 2025 was certified achieved on March 5, 2026, and the eligible PRSUs are scheduled to vest on March 1, 2028, contingent on William G. Billings remaining employed through that date.
What other RSU awards for Chewy (CHWY) are disclosed for William G. Billings?
Additional RSUs granted September 20, 2024 include one grant vesting 100% on August 1, 2027 and another vesting 12.5% on November 1, 2026 and on each three-month anniversary. RSUs granted April 8, 2025 vest 9.09% quarterly starting September 1, 2026, all subject to continued employment.
Was the Chewy (CHWY) insider transaction under a Rule 10b5-1 trading plan?
The disclosure indicates the Rule 10b5-1 checkbox is not marked, and the explanatory footnote describes the event as tax withholding on RSUs rather than trades executed under a pre-arranged Rule 10b5-1 trading plan.