Chewy (CHWY) CAO reports 2,546-share tax withholding and RSU vesting terms

Rhea-AI Filing Summary

Chewy, Inc. Chief Accounting Officer William G. Billings reported an automatic share disposition tied to equity compensation. On the transaction date, 2,546 shares of Class A common stock were withheld at $26.97 per share to cover tax obligations from vested RSUs, which was not a market sale. After this, he directly held 36,338 shares. Footnotes also describe multiple RSU grants with time-based vesting schedules extending into 2027, contingent on continued employment.

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^*

Billings William G.

(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)
	Chief Accounting Officer

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		2,546(1)	D	$26.97	36,338	D
Class A Common Stock								43,750(2)	D
Class A Common Stock								27,026(3)	D
Class A Common Stock								19,033(4)	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 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. 58.5% will vest on August 1, 2026, and 41.5% will vest on August 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

3. 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. 10% will vest on May 1, 2026, and each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

4. 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% 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.

	/s/ Da-Wai Hu, as Attorney-in-fact- for William G. Billings	03/03/2026
	** 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 William G. Billings?

Chewy reported that Chief Accounting Officer William G. Billings had 2,546 Class A shares withheld to satisfy tax obligations on vested RSUs. This was a tax-withholding disposition, not an open-market trade, and is treated as exempt under Section 16(b) Rule 16b-3(e).

How many Chewy (CHWY) shares were affected and at what price?

A total of 2,546 shares of Chewy Class A common stock were withheld at $26.97 per share. These shares covered tax withholding and remittance obligations related to the net settlement of vested RSUs, rather than representing a discretionary purchase or sale in the market.

How many Chewy (CHWY) shares does William G. Billings hold after this transaction?

After the tax-withholding disposition, William G. Billings directly held 36,338 shares of Chewy Class A common stock. This figure reflects his remaining direct ownership following the automatic share withholding tied to the vesting and settlement of restricted stock units.

What RSU awards for Chewy (CHWY) are disclosed for William G. Billings?

The filing discloses RSUs granted on September 20, 2024 and April 8, 2025, each RSU representing one Chewy Class A share. These awards are subject to time-based vesting conditions and require continued employment through specified future vesting dates to fully settle in shares.

What is the vesting schedule for the September 20, 2024 Chewy (CHWY) RSU grant?

For the September 20, 2024 RSUs, 58.5% will vest on August 1, 2026 and 41.5% on August 1, 2027. A separate September 20, 2024 RSU grant vests 10% on May 1, 2026 and on each three-month anniversary thereafter, subject to continued employment.

How do the April 8, 2025 Chewy (CHWY) RSUs vest for William G. Billings?

The April 8, 2025 RSUs vest in equal installments, with 8.33% vesting on June 1, 2026 and 8.33% on each three-month anniversary thereafter. Each vested RSU converts into one share of Chewy Class A common stock, conditioned on continued employment through each vesting date.

What is William G. Billings’ role at Chewy (CHWY) in this Form 4?

William G. Billings is identified as an officer of Chewy, serving as Chief Accounting Officer. The Form 4 reflects his direct ownership in Chewy Class A common stock and details share withholding and RSU vesting terms tied to his compensation and continued employment.