Chewy CEO Sumit Singh sells company shares
Chewy, Inc. Chief Executive Officer Sumit Singh reported open-market sales of 87,526 shares of Class A common stock, including 83,306 shares held directly and 4,220 shares held indirectly through his spouse, at $25.60 per share on May 4, 2026.
Rhea-AI Filing Summary
Chewy, Inc. Chief Executive Officer Sumit Singh reported open-market sales of 87,526 shares of Class A common stock, including 83,306 shares held directly and 4,220 shares held indirectly through his spouse, at $25.60 per share on May 4, 2026. These sales were effected under Rule 10b5-1 trading plans adopted by Singh and his spouse on January 16, 2026.
After the sales, Singh held 874,061 shares directly and 123,955 shares indirectly through his spouse. On May 1, 2026, an additional 15,462 directly held shares and 2,172 spouse-held shares were withheld at $25.42 per share to cover tax obligations in connection with vested restricted stock units, which the filing describes as non-market transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 87,526 shares
Net Sell
19 txns
Insider
Singh Sumit
Role
Chief Executive Officer
Sold
87,526 shs ($2.24M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 83,306 | $25.60 | $2.13M |
| Sale | Class A Common Stock | 4,220 | $25.60 | $108K |
| Exercise Price or Tax Liability | Class A Common Stock | 15,462 | $25.42 | $393K |
| Exercise Price or Tax Liability | Class A Common Stock | 2,172 | $25.42 | $55K |
| 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 | -- | -- | -- |
| 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 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
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| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 3,171,324 shares (Direct);
Class A Common Stock — 482,917 shares (Indirect, By Spouse)
Footnotes (19)
- 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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on January 16, 2026.
- F3. 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.
- F4. Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person's spouse on January 16, 2026.
- F5. 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.
- F6. 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.
- F7. 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. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% will vest on February 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F8. 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.
- F9. 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. 14.29% 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.
- F10. 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. 8.33% of these RSUs will vest on June 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.
- 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. 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.
- F12. 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.
- F13. 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.
- 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 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.
- F15. 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. 50% will vest on August 1, 2026, and the remaining 50% will vest on February 1, 2027, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date.
- F16. 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.
- F17. 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. 14.28% will vest on August 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.
- F18. 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. 8.33% of these RSUs will vest on June 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.
- F19. 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. 14.29% will vest on August 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
Open-market shares sold (direct): 83,306 shares
Open-market shares sold (spouse): 4,220 shares
Aggregate open-market sales: 87,526 shares
+5 more
8 metrics
Open-market shares sold (direct)
83,306 shares
Class A common stock sold at $25.60 on May 4, 2026
Open-market shares sold (spouse)
4,220 shares
Indirect holdings sold at $25.60 on May 4, 2026
Aggregate open-market sales
87,526 shares
Net sell shares in transaction summary
Sale price
$25.60 per share
Price for May 4, 2026 open-market sales
Tax-withholding shares
17,634 shares
15,462 direct and 2,172 spouse-held at $25.42 on May 1, 2026
Tax-withholding price
$25.42 per share
Value used for RSU tax-withholding dispositions on May 1, 2026
Direct holdings after transactions
874,061 shares
Direct Class A common stock held following May 4, 2026 sales
Indirect holdings after transactions
123,955 shares
Spouse-held Class A common stock after reported transactions
Key Terms
Rule 10b5-1 trading plan, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), Section 16(b) of the Securities Exchange Act of 1934, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on January 16, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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) of the Securities Exchange Act of 1934 regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(e)."
net settlement financial
"withheld to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units"
tax withholding and remittance obligations financial
"withheld to satisfy tax withholding and remittance obligations in connection with the net settlement of vested RSUs"
FAQ
At what prices were the Chewy (CHWY) insider transactions executed?
The reported open-market sales were executed at $25.60 per share on May 4, 2026. Separate tax-withholding dispositions on May 1, 2026 for vested RSUs used shares valued at $25.42 per share, which the filing states were not market transactions.
What are the tax-withholding transactions reported in this Chewy (CHWY) Form 4?
On May 1, 2026, 15,462 directly held shares and 2,172 spouse-held shares were withheld at $25.42 to satisfy tax obligations on vested RSUs. The filing explains these are non-market transactions used to pay taxes, not open-market sales.
Does the Chewy (CHWY) Form 4 mention RSUs or PRSUs for the CEO and spouse?
Yes. Footnotes describe multiple restricted stock unit (RSU) and performance-based RSU (PRSU) grants to Sumit Singh and his spouse. These awards vest between 2026 and 2028, subject to continued employment and, for PRSUs, previously certified performance conditions.
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