Chewy (CHWY) CFO share sale and RSU tax withholding detailed

Rhea-AI Filing Summary

Chewy, Inc. Chief Financial Officer Christopher S. Deppe reported share transactions in Chewy (Class A Common Stock). On March 2, 2026, he sold 3,043 shares in an open-market transaction at $26.87 per share under a Rule 10b5-1 trading plan, leaving 1,566 shares held directly.

On February 27, 2026, 1,976 shares at $26.97 per share were withheld to cover tax obligations on vested restricted stock units, which was not a market sale. Multiple RSU and performance-based RSU grants remain outstanding, scheduled to vest between 2026 and 2027 if his employment continues through the applicable vesting dates.

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^*

Deppe Christopher S.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		1,976(1)	D	$26.97	2,302	D
Class A Common Stock	03/02/2026		S		3,043(2)	D	$26.87	1,566	D
Class A Common Stock								871(3)	D
Class A Common Stock								2,580(4)	D
Class A Common Stock								1,408(5)	D
Class A Common Stock								7,035(6)	D
Class A Common Stock								6,883(7)	D
Class A Common Stock								5,524(8)	D
Class A Common Stock								2,307(9)	D
Class A Common Stock								19,143(10)	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 December 30, 2025.

3. Represents restricted stock units ("RSUs") granted to the filing person on September 14, 2022. 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. 100% will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

4. Represents RSUs granted to the filing person on September 14, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 100% of these RSUs will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

5. 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. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% of such RSUs will vest on February 1, 2027 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 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 12.5% of these RSUs 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.

7. 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 1, 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.

8. Represents RSUs granted to the filing person on April 1, 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% will vest on June 1, 2026 and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

9. Represents RSUs granted to the filing person on April 1, 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. 100% will vest on March 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

10. Represents RSUs granted to the filing person on September 4, 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. 33% of these RSUs will vest on May 1, 2026, and on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Da-Wai Hu, as Attorney-in-Fact for Christopher S. Deppe	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Chewy (CHWY) CFO Christopher Deppe report in this Form 4 filing?

Chewy CFO Christopher Deppe reported an open-market sale of 3,043 Class A shares at $26.87 and a separate tax-withholding share disposition. The filing also details several RSU and performance-based RSU awards scheduled to vest between 2026 and 2027, subject to continued employment.

How many Chewy (CHWY) shares did the CFO sell and at what price?

Christopher Deppe sold 3,043 shares of Chewy Class A common stock at $26.87 per share. The transaction occurred on March 2, 2026 as an open-market sale executed pursuant to a pre-established Rule 10b5-1 trading plan adopted on December 30, 2025.

Were all Chewy (CHWY) shares in the Form 4 market sales?

No, only 3,043 shares were sold in the market. An additional 1,976 shares at $26.97 were withheld to satisfy tax obligations related to vested RSUs, which the filing specifies does not represent a market transaction and is exempt under Rule 16b-3(e).

How many Chewy (CHWY) shares does the CFO hold after the reported sale?

After the March 2, 2026 open-market sale of 3,043 shares, Christopher Deppe directly holds 1,566 shares of Chewy Class A common stock. This post-transaction balance is disclosed in the Form 4 as the total shares owned following that specific sale transaction.

What vesting schedule applies to the Chewy (CHWY) RSUs and PRSUs held by the CFO?

The Form 4 describes multiple RSU and PRSU grants with time-based and performance-based vesting. Various awards are scheduled to vest on dates including May 1, August 1, September 1, and February 1 in 2026 and 2027, contingent on Christopher Deppe’s continued employment with Chewy.

What is the significance of the Rule 10b5-1 trading plan in Chewy (CHWY) CFO’s sale?

The sale of 3,043 Chewy shares was made under a Rule 10b5-1 trading plan adopted on December 30, 2025. Such plans pre-schedule trades, allowing insiders to systematically sell shares over time, helping separate personal trading decisions from day-to-day company developments.