Chewy CEO has 8,840 shares withheld for taxes
Chewy’s CEO used 8,840 Chewy Class A shares, including spouse-held shares, to cover RSU-related tax obligations in non-market, Rule 16b-3(e)-exempt transactions.
Rhea-AI Filing Summary
Chewy, Inc. (CHWY) reported that Chief Executive Officer and director Sumit Singh delivered shares of Class A common stock on September 1, 2026 to cover tax obligations arising from vested restricted stock units. A total of 7,567 shares were withheld from his direct holdings and 1,273 shares from shares held indirectly through his spouse, each at a reference value of $23.80 per share. The company states these are share withholdings to satisfy tax withholding and remittance obligations in connection with net settlement of vested RSUs, and that they do not represent market transactions and are exempt under Rule 16b-3(e). No Rule 10b5-1 trading plan is reported.
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Insights
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Insider Trade Summary
Tax Withholding: 8,840 shares
Tax Withholding
17 txns
Insider
Singh Sumit
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock F1 | 7,567 | $23.80 | $180K |
| Tax Withholding | Class A Common Stock F2 | 1,273 | $23.80 | $30K |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F4 | -- | -- | -- |
| holding | Class A Common Stock F5 | -- | -- | -- |
| holding | Class A Common Stock F6 | -- | -- | -- |
| holding | Class A Common Stock F7 | -- | -- | -- |
| holding | Class A Common Stock F8 | -- | -- | -- |
| holding | Class A Common Stock F9 | -- | -- | -- |
| holding | Class A Common Stock F10 | -- | -- | -- |
| holding | Class A Common Stock F11 | -- | -- | -- |
| holding | Class A Common Stock F12 | -- | -- | -- |
| holding | Class A Common Stock F13 | -- | -- | -- |
| holding | Class A Common Stock F14 | -- | -- | -- |
| holding | Class A Common Stock F15 | -- | -- | -- |
| holding | Class A Common Stock F16 | -- | -- | -- |
| holding | Class A Common Stock F17 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 3,084,297 shares (Direct);
Class A Common Stock — 470,423 shares (Indirect, By Spouse)
Footnotes (17)
- 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 shares of Class A common stock of Chewy, Inc. that were withheld to satisfy tax withholding and remittance obligations to the filing person's spouse in connection with the net settlement of vested 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.
- F3. 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.
- F4. 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.
- F5. Represents RSUs granted to the filing person on January 18, 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 February 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F6. 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 4, 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.
- F7. Represents RSUs granted to the filing person on April 4, 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. 16.67% will vest on November 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.
- F8. 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. 10% of these RSUs will vest on December 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.
- F9. Represents RSUs granted to the filing person's spouse 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F10. Represents RSUs granted to the filing person's spouse 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. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F11. Represents RSUs granted to the filing person's spouse 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. 33% of these RSUs will vest on December 1, 2027, and 67% will vest on December 1, 2028, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F12. Represents PRSUs granted to the filing person's spouse. 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 spouse's continued employment with Chewy, Inc. through the vesting date.
- F13. Represents RSUs granted to the filing person's spouse on June 26, 2023. 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 February 1, 2027, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date.
- F14. Represents PRSUs granted to the filing person's spouse. 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 4, 2024 and August 5, 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 spouse's continued employment with Chewy, Inc. through the vesting date.
- F15. Represents RSUs granted to the filing person's spouse on April 4, 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. 16.66% will vest on November 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F16. Represents RSUs granted to the filing person's spouse 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. 10% of these RSUs will vest on December 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- F17. Represents RSUs granted to the filing person's spouse on August 5, 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. 16.67% will vest on November 1, 2026 and each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
Key Figures
Shares withheld for CEO tax obligations: 7,567 shares
Shares withheld from spouse-held stock: 1,273 shares
Total shares used for tax withholding: 8,840 shares
+3 more
6 metrics
Shares withheld for CEO tax obligations
7,567 shares
Class A common stock withheld from Sumit Singh’s direct holdings on September 1, 2026 to satisfy RSU-related tax withholding
Shares withheld from spouse-held stock
1,273 shares
Class A common stock withheld from shares held indirectly "By Spouse" on September 1, 2026 for RSU-related tax withholding
Total shares used for tax withholding
8,840 shares
Aggregate Class A shares delivered or withheld to satisfy tax obligations tied to vested RSUs
Reference price per share
$23.80 per share
Reported price for both tax-withholding dispositions of Chewy Class A common stock on September 1, 2026
Initial vesting tranche for April 8, 2026 RSUs (CEO)
25%
Portion of CEO RSUs granted April 8, 2026 scheduled to vest on March 1, 2027, with 6.25% quarterly thereafter
Initial vesting tranche for April 8, 2026 RSUs (spouse)
25%
Portion of spouse RSUs granted April 8, 2026 scheduled to vest on March 1, 2027, with 6.25% quarterly thereafter
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
"pursuant to Rule 16b-3(e) promulgated thereunder."
FAQ
What did Chewy (CHWY) disclose about CEO Sumit Singh’s Form 4 transactions?
Chewy reported that CEO Sumit Singh had 8,840 Class A shares, including spouse-held shares, withheld on September 1, 2026 to satisfy RSU-related tax obligations. The company states these are non-market transactions exempt under Rule 16b-3(e).
Were the CHWY CEO’s reported Form 4 transactions market sales of stock?
No. The footnotes state the reported Class A common stock dispositions represent shares withheld to satisfy tax withholding and remittance obligations upon net settlement of vested RSUs and do not represent a market transaction.
Were Sumit Singh’s CHWY Form 4 transactions made under a Rule 10b5-1 trading plan?
No. The Form 4 indicates no Rule 10b5-1 plan for these transactions, and the footnotes describe them as RSU-related tax withholdings exempt from Section 16(b) under Rule 16b-3(e) rather than planned open-market trades.
What future vesting schedules are disclosed for CHWY RSUs and PRSUs held by the CEO and spouse?
Footnotes describe multiple RSU and PRSU awards to the CEO and spouse with time- and performance-based vesting, including tranches vesting on February 1, 2027, November 1, 2026, December 1, 2026, March 1, 2027, and March 1, 2028, subject to continued employment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
