Chewy CEO reports tax-share disposals in Form 4
Chewy, Inc. CEO Sumit Singh reported share dispositions related to tax withholding rather than open-market sales.
Rhea-AI Filing Summary
Chewy, Inc. CEO Sumit Singh reported share dispositions related to tax withholding rather than open-market sales. On February 27, 2026, 30,267 shares of Class A common stock were withheld at $26.97 per share to cover his tax obligations from vested restricted stock units (RSUs), leaving him with 933,538 directly held shares.
On the same date, 5,090 shares held for his spouse were likewise withheld at $26.97 per share for her RSU tax obligations, with 123,258 shares then indirectly owned "by spouse." Footnotes detail multiple RSU and performance-based RSU grants to Singh and his spouse, with vesting schedules running through February 1, 2027, contingent on continued employment.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 35,357 shares
Exercise Price or Tax Liability
11 txns
Insider
Singh Sumit
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 30,267 | $26.97 | $816K |
| Exercise Price or Tax Liability | Class A Common Stock | 5,090 | $26.97 | $137K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 2,348,940 shares (Direct);
Class A Common Stock — 277,259 shares (Indirect, By Spouse)
Footnotes (11)
- 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 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.
- F3. 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.
- F4. 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 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.
- F5. 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.
- F6. 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.
- F7. 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 7,840 of the RSUs, 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. 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.
- F8. 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.
- F9. 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. 12.5% will vest on May 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.
- F10. 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.
- F11. 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. 12.5% will vest on June 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Chewy (CHWY) CEO Sumit Singh report on this Form 4?
Sumit Singh reported share dispositions tied to tax withholding, not open-market sales. On February 27, 2026, Chewy withheld shares of Class A common stock from vested RSUs for him and his spouse to satisfy tax and remittance obligations.
What RSU and PRSU awards to Chewy (CHWY) CEO Sumit Singh are described in the footnotes?
Footnotes describe time-vested RSUs granted on January 18, 2024 and April 4, 2024, and performance-based RSUs initially granted April 4, 2024. These awards generally vest between May 1, 2026 and February 1, 2027, subject to Singh’s continued employment with Chewy through the applicable vesting dates.
How are Chewy (CHWY) equity awards for Sumit Singh’s spouse treated in this Form 4?
The filing reports indirect ownership "by spouse" and details RSUs and PRSUs granted to her on several dates in 2023, 2024, and 2025. These awards vest between April 1, 2026 and February 1, 2027, contingent on her continued employment with Chewy.
Are the Chewy (CHWY) Form 4 transactions exempt under Section 16(b)?
Yes, the footnotes state the tax-withholding transactions are exempt from Section 16(b) of the Securities Exchange Act under Rule 16b-3(e). They involve shares withheld to satisfy tax liabilities on vested RSUs rather than discretionary purchases or sales in the market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
