Chewy (CHWY) CEO Sumit Singh reports Rule 10b5-1 sell-to-cover stock sales

Rhea-AI Filing Summary

Chewy, Inc. CEO and director Sumit Singh reported automatic share sales and updated equity holdings. On December 2, 2025, he sold 40,789 shares of Class A common stock at $33.7344 per share in a transaction marked as a sale and described as a “sell to cover” for tax withholding tied to restricted stock unit (RSU) vesting under a pre‑established Rule 10b5‑1 trading plan adopted on April 15, 2022. Following this, he directly owned 623,185 shares.

On the same date, his spouse sold 639 shares at $33.7344 per share under a similar “sell to cover” Rule 10b5‑1 plan, leaving 76,710 shares held indirectly by spouse. The filing also details substantial performance‑based RSUs (PRSUs) and time‑based RSUs granted to Singh and his spouse, many scheduled to vest on February 1, 2026, March 1, 2026, April 1, 2026, and February 1, 2027, contingent on continued employment and prior certification of performance goals.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Singh Sumit

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		S		40,789(1)	D	$33.7344	623,185	D
Class A Common Stock	12/02/2025		S		639(2)	D	$33.7344	76,710	I	By Spouse
Class A Common Stock								321,694(3)	D
Class A Common Stock								100,530(4)	D
Class A Common Stock								803,304(5)	D
Class A Common Stock								353,624(6)	D
Class A Common Stock								32,228(7)	D
Class A Common Stock								307,660(8)	D
Class A Common Stock								1,060(9)	I	By Spouse
Class A Common Stock								22,121(10)	I	By Spouse
Class A Common Stock								14,353(11)	I	By Spouse
Class A Common Stock								60,625(12)	I	By Spouse
Class A Common Stock								41,369(13)	I	By Spouse
Class A Common Stock								51,735(14)	I	By Spouse
Class A Common Stock								31,666(15)	I	By Spouse

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 "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 15, 2022 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

2. Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person's spouse on April 15, 2022 to cover tax withholding obligations in connection with the vesting of RSUs.

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 January 18, 2024 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

4. 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. 33.33% of these RSUs will vest on February 1, 2026, and 33.33% will vest each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

5. 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.

6. 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. 11.11% will vest on February 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.

7. 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, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

8. 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. 25% of these RSUs will vest on March 1, 2026, 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.

9. Represents RSUs granted to the filing person's spouse on April 7, 2022. 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 and will vest on February 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

10. 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 6, 2023 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date.

11. Represents RSUs granted to the filing person's spouse on April 6, 2023 and 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. With respect to 11,760 of the RSUs, 33.33% will vest on February 1, 2026, and 33.33% will vest each six-month anniversary thereafter, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,593 of the RSUs, 100% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

12. 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.

13. 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. 11.11% will vest on February 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.

14. 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. 25% of these RSUs will vest on March 1, 2026, 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.

15. 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. 76.73% of these RSUs will vest on February 1, 2026, and 2.91% 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.

	/s/ Da-Wai Hu, as Attorney-in-Fact for Sumit Singh	12/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Chewy (CHWY) report for CEO Sumit Singh?

The CEO, Sumit Singh, reported selling 40,789 shares of Chewy Class A common stock on December 2, 2025 at $33.7344 per share, labeled as a sale transaction.

Why did the Chewy (CHWY) CEO sell 40,789 shares?

The filing states the 40,789-share sale represents a “sell to cover” transaction under a Rule 10b5‑1 trading plan adopted on April 15, 2022 to cover tax withholding obligations from RSU vesting.

How many Chewy (CHWY) shares does Sumit Singh own after the reported sale?

After the December 2, 2025 transaction, Sumit Singh beneficially owned 623,185 shares of Chewy Class A common stock directly, according to the report.

What Chewy (CHWY) share transactions involved the CEO’s spouse?

On December 2, 2025, the CEO’s spouse sold 639 shares at $33.7344 per share in a “sell to cover” trade under a Rule 10b5‑1 plan, and held 76,710 shares indirectly afterward.

What RSU and PRSU awards are disclosed for Chewy (CHWY) CEO Sumit Singh?

The filing lists multiple RSU and PRSU grants to Sumit Singh, including awards initially granted on January 18, 2024 and April 4, 2024, with vesting dates such as February 1, 2026 and February 1, 2027, subject to time‑vesting and performance conditions and continued employment.

What equity awards are disclosed for the spouse of the Chewy (CHWY) CEO?

The spouse holds several RSU and PRSU grants with grants on dates including April 7, 2022, April 6, 2023, June 26, 2023, April 4, 2024, August 5, 2024, and April 8, 2025, with vesting scheduled on February 1, 2026, March 1, 2026, April 1, 2026, and February 1, 2027, subject to performance certification and continued employment.

What is the role of the Chewy (CHWY) insider in this Form 4 filing?

The reporting person, Sumit Singh, is identified as both a Director and an Officer of Chewy, Inc., serving as Chief Executive Officer, and the Form 4 is filed for one reporting person.