Chewy (CHWY) CTO files insider trades and outlines RSU, PRSU vesting

Rhea-AI Filing Summary

Chewy, Inc.’s Chief Technology Officer reported recent stock transactions and updated equity awards. On 12/02/2025, the CTO sold 6,056 shares of Class A common stock at $33.7344 per share in a “sell to cover” trade under a Rule 10b5-1 plan to satisfy tax withholding from restricted stock unit vesting. On 12/03/2025, the CTO sold an additional 8,872 shares at $33.53 per share under a separate Rule 10b5-1 trading plan, and directly held 229,702 shares afterward.

The filing also notes multiple outstanding performance-based and time-based restricted stock unit grants, originally awarded in 2023, 2024, and 2025. Certain performance-based awards tied to the 2023 and 2024 fiscal years had their performance conditions certified in March 2024 and March 2025, respectively, and are scheduled to vest between February 1, 2026 and February 1, 2027, while other time-based RSUs vest in installments through 2027, 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)
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		6,056(1)	D	$33.7344	238,574	D
Class A Common Stock	12/03/2025		S		8,872(2)	D	$33.53	229,702	D
Class A Common Stock								64,931(3)	D
Class A Common Stock								27,056(4)	D
Class A Common Stock								162,139(5)	D
Class A Common Stock								71,377(6)	D
Class A Common Stock								62,097(7)	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 "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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 9, 2025.

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 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.

4. 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. 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.

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 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	12/04/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Chewy (CHWY) disclose for its CTO?

The CTO of Chewy, Inc. reported selling 6,056 shares of Class A common stock on 12/02/2025 at $33.7344 per share and 8,872 shares on 12/03/2025 at $33.53 per share.

Why were some of the Chewy (CHWY) shares sold by the CTO on December 2, 2025?

The 6,056 shares sold on 12/02/2025 were a “sell to cover” transaction under a Rule 10b5-1 trading plan adopted on April 15, 2022, used to cover tax withholding obligations from vested restricted stock units.

What trading plans governed the Chewy (CHWY) CTO’s stock sales?

The 12/02/2025 sale was under a Rule 10b5-1 plan adopted on April 15, 2022, and the 12/03/2025 sale of 8,872 shares was under a separate Rule 10b5-1 plan adopted on April 9, 2025.

How many Chewy (CHWY) shares did the CTO hold after the reported transactions?

After the 12/03/2025 transaction, the CTO directly owned 229,702 shares of Chewy Class A common stock.

What performance-based RSUs does the Chewy (CHWY) CTO hold and when do they vest?

The CTO holds performance-based RSUs initially granted on April 6, 2023 and April 4, 2024. Performance for the 2023 and 2024 fiscal years was certified on March 22, 2024 and March 26, 2025, respectively, and these PRSUs are scheduled to vest on February 1, 2026 and February 1, 2027, subject to continued employment.

What time-based RSUs were granted to the Chewy (CHWY) CTO and what are the vesting schedules?

The CTO received time-based RSUs granted on April 6, 2023, April 4, 2024, and April 8, 2025. Portions vest on February 1, 2026 and then on six-month or three-month anniversaries, and for the 2025 grant, 25% vests on March 1, 2026 with 6.25% vesting on each three-month anniversary thereafter, all contingent on continued employment.