Chewy (CHWY) General Counsel reports RSU tax-withholding share disposition

Rhea-AI Filing Summary

Chewy, Inc.’s General Counsel & Secretary, Da-Wai Hu, reported a tax-related share disposition. On February 27, 2026, 1,777 shares of Chewy Class A common stock were withheld at a price of $26.97 per share to cover tax obligations arising from vested restricted stock units.

This transaction, coded "F," was not an open-market sale and was effected through share withholding in connection with equity compensation. After this withholding event, Hu continued to hold directly reported positions in Chewy Class A common stock as reflected in the updated ownership balances.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Hu Da-Wai

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		1,777(1)	D	$26.97	8,149	D
Class A Common Stock								29,856(2)	D
Class A Common Stock								76,299(3)	D
Class A Common Stock								21,906(4)	D
Class A Common Stock								10,870(5)	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 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.

2. 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. 12.5% of these RSUs will vest on May 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.

3. 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, 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.

4. 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. 8.33% of these RSUs will vest on June 1, 2026, and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

5. 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.

	/s/ Da-Wai Hu	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Chewy (CHWY) report for Da-Wai Hu?

Chewy reported that General Counsel Da-Wai Hu had 1,777 Class A shares withheld to cover tax obligations from vested RSUs. This tax-withholding disposition was coded “F” and was not an open-market sale, reflecting administration of equity compensation.

Was the Da-Wai Hu Form 4 transaction in Chewy (CHWY) an open-market sale?

No, the Form 4 shows shares withheld to satisfy tax withholding for vested RSUs, not an open-market sale. The code “F” and the footnote specify it was a tax-withholding disposition related to equity compensation, exempt under Rule 16b-3(e).

How many Chewy (CHWY) shares were involved in Da-Wai Hu’s tax-withholding transaction?

The filing reports 1,777 Class A common shares withheld at $26.97 per share. These shares were used to satisfy tax withholding and remittance obligations triggered by the net settlement of vested restricted stock units, rather than being sold on the open market.

What equity awards are disclosed for Da-Wai Hu in the Chewy (CHWY) Form 4 footnotes?

The footnotes describe multiple RSU and PRSU grants made in 2024 and 2025, each representing rights to receive one Class A share per unit. These awards vest over time or upon certified performance achievement, contingent on Hu’s continued employment through stated vesting dates.

When will Da-Wai Hu’s Chewy (CHWY) RSUs and PRSUs vest according to the Form 4?

The filing notes several schedules, including RSUs vesting in 12.5% quarterly tranches from May 1, 2026, PRSUs vesting on February 1, 2027 after performance certification, and additional RSUs vesting 8.33% quarterly from June 1, 2026 or fully on December 1, 2026, subject to continued employment.