CHWY Insider Filing: Satish Mehta 10b5-1 Sale and Outstanding RSUs/PRSUs

Rhea-AI Filing Summary

Satish Mehta, Chief Technology Officer of Chewy, Inc. (CHWY), reported a sale of 46,765 shares of Class A common stock on 09/15/2025 at a price of $34.69 per share under a Rule 10b5-1 trading plan adopted April 9, 2025. Following the reported transaction, the filing lists 229,702 shares of Class A common stock beneficially owned directly. The filing also discloses multiple outstanding restricted stock units and performance-based restricted stock units (PRSUs): PRSUs from April 6, 2023 that vested performance certification on March 22, 2024 (vesting on February 1, 2026); RSUs from April 6, 2023 with staggered vesting beginning February 1, 2026; PRSUs from April 4, 2024 certified on March 26, 2025 (vesting February 1, 2027); and RSUs granted April 8, 2025 and April 4, 2024 with specified time-based vesting schedules.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating preplanned and compliant insider selling.
• Performance conditions for PRSUs were certified (March 22, 2024 and March 26, 2025), clarifying achievement of stated goals.
• Detailed vesting schedules disclosed for multiple RSU and PRSU grants, improving transparency on future dilution timing.

Negative

• Insider sale of 46,765 shares was reported, which reduces the reporting person's direct shareholdings.
• Beneficial ownership after the sale remains concentrated in equity awards, indicating future dilution when RSUs/PRSUs vest.

Insights

Corporate Governance Expert

TL;DR: Routine, preplanned insider sale with disclosed equity awards and certified performance RSUs; no unusual governance red flags in this filing.

The Form 4 shows a single open-market sale of 46,765 Class A shares executed under a Rule 10b5-1 trading plan, indicating the transaction was pre-authorized and aimed to provide an affirmative defense to insider trading claims. The report clearly discloses the reporting persons role as CTO and details multiple RSU and PRSU grants with certification dates and vesting schedules, which supports transparency around executive compensation timing. This filing appears procedural and compliant, providing investors clarity on outstanding equity awards and the mechanics of the reported sale.

Compensation Analyst

TL;DR: Compensation-related disclosures show performance conditions were met for multiple PRSU grants and time-based RSU schedules continue to govern vesting.

The explanations enumerate several equity award vintages: PRSUs from 2023 and 2024 with certified performance outcomes and future vesting dates, RSUs from 2023, 2024 and 2025 with specified time-based vesting tranches. These details are material for modeling future dilution and executive pay realization. The Form 4 does not report exercises or derivative transactions, only a sale and outstanding contingent awards, which keeps near-term cash flow and dilution implications limited to the documented vesting schedules.

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
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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)
09/15/2025

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	09/15/2025		S		46,765(1)	D	$34.69	229,702	D
Class A Common Stock								64,931(2)	D
Class A Common Stock								27,056(3)	D
Class A Common Stock								162,139(4)	D
Class A Common Stock								62,097(5)	D
Class A Common Stock								94,235(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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 9, 2025.

2. 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 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 continued employment with Chewy, Inc. through the vesting date.

3. Represents restricted stock units ("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. With respect to 20,292 of the RSUs, 33.33% will vest on February 1, 2026 and 33.33% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 6,764 of the RSUs, 100% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the 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 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.

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. 8.41% will vest on November 1, 2025, 15.84% will vest on December 1, 2025, and 8.41% 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.

	/s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What did Chewy CTO Satish Mehta report on Form 4 (CHWY)?

He reported a sale of 46,765 Class A shares on 09/15/2025 at $34.69 per share executed pursuant to a Rule 10b5-1 trading plan adopted April 9, 2025.

How many shares does Satish Mehta beneficially own after the reported transaction?

The filing lists 229,702 shares of Class A common stock beneficially owned directly following the reported transaction.

Were any performance-based awards certified in this filing?

Yes. PRSUs granted April 6, 2023 had performance certified on March 22, 2024 (vesting Feb 1, 2026) and PRSUs granted April 4, 2024 had performance certified on March 26, 2025 (vesting Feb 1, 2027).

Are there time-based RSUs disclosed and when do they vest?

Yes. RSUs from April 6, 2023, April 4, 2024, and April 8, 2025 are disclosed with staggered vesting dates beginning November/December 2025 and through 2027 depending on the grant.

Was the sale part of an insider trading plan and when was it adopted?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 9, 2025.