Chewy CEO logs RSU tax-withholding share event
Chewy, Inc. Chief Executive Officer Sumit Singh reported a tax-withholding disposition related to his spouse’s equity awards.
Rhea-AI Filing Summary
Chewy, Inc. Chief Executive Officer Sumit Singh reported a tax-withholding disposition related to his spouse’s equity awards. On April 1, 2026, 1,021 shares of Chewy Class A common stock were withheld at $27.00 per share to cover his spouse’s tax obligations on vested RSUs.
The filing states this was not a market transaction and is exempt from Section 16(b) under Rule 16b-3(e). Following this event, Singh’s spouse indirectly holds 124,830 shares, while Singh also reports several direct Class A common stock holdings across multiple RSU and PRSU awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 1,021 shares
Exercise Price or Tax Liability
13 txns
Insider
Singh Sumit
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 1,021 | $27.00 | $28K |
| 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 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 323,891 shares (Indirect, By Spouse);
Class A Common Stock — 2,875,224 shares (Direct)
Footnotes (12)
- F1. 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.
- F2. 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 8, 2025 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year by the Compensation Committee of the Board of Directors. On March 5, 2026, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
- F3. Represents restricted stock units ("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 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 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 8, 2025 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year by the Compensation Committee of the Board of Directors. On March 5, 2026, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2028, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date.
- F8. Represents RSUs granted to the filing person's spouse on 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. 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.
- F9. 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.
- F10. 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.
- F11. 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.
- F12. 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.
Key Figures
Tax-withheld shares: 1,021 shares
Withholding price: $27.00 per share
Indirect holdings by spouse: 124,830 shares
+3 more
6 metrics
Tax-withheld shares
1,021 shares
Shares withheld to satisfy spouse RSU tax on April 1, 2026
Withholding price
$27.00 per share
Price used for 1,021 tax-withheld Class A shares
Indirect holdings by spouse
124,830 shares
Class A shares indirectly held after tax-withholding event
Direct holding block
933,538 shares
One reported direct Class A holding line for Sumit Singh
Additional direct holding block
803,304 shares
Another reported direct Class A holding line
Tax withholding count
1 transaction
Single F-code tax-withholding disposition in transaction summary
Key Terms
restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), net settlement of vested RSUs, Section 16(b), +1 more
5 terms
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs") granted to the filing person on January 18, 2024."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
performance-based restricted stock units ("PRSUs") financial
"Represents performance-based restricted stock units ("PRSUs") granted to the filing person."
net settlement of vested RSUs financial
"withheld to satisfy tax withholding and remittance obligations ... in connection with the net settlement of vested RSUs"
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(e) regulatory
"pursuant to Rule 16b-3(e) promulgated thereunder"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Chewy (CHWY) report for Sumit Singh?
Chewy reported a tax-withholding disposition for CEO Sumit Singh’s spouse, where 1,021 Class A shares were withheld at $27.00 per share to satisfy tax obligations on vested RSUs. The filing clarifies this was not an open-market trade.
What are Sumit Singh’s indirect Chewy (CHWY) holdings after this transaction?
After the tax-withholding event, the Form 4 lists 124,830 shares of Chewy Class A common stock held indirectly through Sumit Singh’s spouse. Additional lines in the filing detail further indirect holdings associated with various RSU and PRSU grants to his spouse.
What equity awards are mentioned for Chewy (CHWY) CEO Sumit Singh in this Form 4?
The footnotes describe multiple RSU and PRSU grants to Sumit Singh, and separate RSU and PRSU awards to his spouse. These awards vest over time or upon performance certification, with future vesting dates in 2026, 2027, and 2028, subject to continued employment.
Why is the Chewy (CHWY) Form 4 transaction exempt under Section 16(b)?
The transaction is exempt because it involves shares withheld to satisfy tax obligations on vested RSUs, not a discretionary trade. The filing cites Rule 16b-3(e), which provides an exemption for certain transactions between an issuer and its officers or directors.
AI-generated analysis. How Rhea-AI works. Not financial advice.
