Chewy (CHWY) CTO Satish Mehta logs 10b5-1 sale and RSU tax withholding

Rhea-AI Filing Summary

Chewy, Inc. Chief Technology Officer Satish Mehta reported recent equity activity in Class A common stock. On 01/30/2026, 29,243 shares were withheld at $30.14 per share to cover tax obligations from vested RSUs, which was not a market sale. On 02/02/2026, Mehta sold 13,013 shares at $28.99 per share under a pre-established Rule 10b5-1 trading plan, leaving 273,835 shares of Class A common stock directly owned afterward.

The filing also details unvested equity awards. These include 13,528 RSUs from an April 6, 2023 grant that vest 50% on August 1, 2026 and 50% on February 1, 2027, and 162,139 PRSUs tied to 2024 performance that vest on February 1, 2027. Additional RSUs of 63,447 (granted April 4, 2024) vest starting May 1, 2026 on a quarterly schedule, and 62,097 (granted April 8, 2025) vest beginning March 1, 2026 with subsequent quarterly vesting, all subject to 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

OMB APPROVAL

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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).

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^*

Mehta Satish

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		F		29,243(1)	D	$30.14	273,320	D
Class A Common Stock	02/02/2026		S		13,013(2)	D	$28.99	273,835	D
Class A Common Stock								13,528(3)	D
Class A Common Stock								162,139(4)	D
Class A Common Stock								63,447(5)	D
Class A Common Stock								62,097(6)	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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 23, 2025.

3. Represents RSUs granted to the filing person on April 6, 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 continued employment with Chewy, Inc. through the applicable vesting date.

4. 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.

5. 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. 12.5% 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.

6. 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.

	/s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta	02/03/2026
	** 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) CTO Satish Mehta report?

Satish Mehta reported selling 13,013 Chewy Class A shares at $28.99 each. The sale occurred on February 2, 2026 under a Rule 10b5-1 trading plan, with 273,835 shares of Class A common stock directly owned after the transaction.

Were any Chewy (CHWY) shares sold by Satish Mehta to cover taxes?

29,243 Chewy Class A shares were withheld to satisfy tax obligations. This occurred on January 30, 2026 in connection with net settlement of vested RSUs. It was not a market sale and is exempt under Rule 16b-3(e) of the Exchange Act.

How many Chewy (CHWY) shares does CTO Satish Mehta own after these transactions?

Satish Mehta directly owns 273,835 shares of Chewy Class A common stock after the reported sale. This figure reflects his position following the February 2, 2026 transaction disclosed in the Form 4 filing for Chewy, Inc.

What RSU awards does Chewy (CHWY) CTO Satish Mehta hold from 2023?

Mehta holds 13,528 RSUs granted on April 6, 2023. Each RSU represents one Class A share. These RSUs vest 50% on August 1, 2026 and 50% on February 1, 2027, contingent on his continued employment with Chewy through each vesting date.

What performance-based PRSUs does Chewy (CHWY) CTO Satish Mehta have outstanding?

Mehta holds 162,139 PRSUs linked to Chewy’s 2024 fiscal-year performance. The Compensation Committee certified performance on March 26, 2025, and these PRSUs are scheduled to vest on February 1, 2027, subject to his continued employment with Chewy, Inc.

How do Satish Mehta’s 2024 and 2025 Chewy (CHWY) RSU grants vest?

Mehta has 63,447 RSUs from April 4, 2024 and 62,097 RSUs from April 8, 2025. The 2024 grant vests 12.5% on May 1, 2026 and quarterly thereafter; the 2025 grant vests 25% on March 1, 2026 and 6.25% on each following quarter.