Chewy CAO has 625 shares withheld for taxes
Chewy’s chief accounting officer had shares withheld to cover taxes on vested RSUs in a non-market, Section 16(b)-exempt transaction.
Rhea-AI Filing Summary
Chewy, Inc. (CHWY) reported that Chief Accounting Officer William G. Billings had 625 shares of Class A common stock withheld on September 1, 2026 at $23.80 per share to satisfy tax withholding and remittance obligations upon net settlement of vested RSUs. The company states this was not a market transaction and is exempt from Section 16(b) under Rule 16b-3(e). Additional RSU and PRSU awards to Billings remain outstanding and are subject to time- and performance-based vesting conditions tied to continued employment.
Positive
- None.
Negative
- None.
Insider Trade Summary
Tax Withholding: 625 shares
Tax Withholding
6 txns
Insider
Billings William G.
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock F1 | 625 | $23.80 | $15K |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F4 | -- | -- | -- |
| holding | Class A Common Stock F5 | -- | -- | -- |
| holding | Class A Common Stock F6 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 159,740 shares (Direct)
Footnotes (6)
- 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 RSUs granted to the filing person on April 8, 2026. 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, 2027, 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.
- F3. 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.
- F4. Represents RSUs granted to the filing person on September 20, 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. 100% will vest on August 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F5. Represents RSUs granted to the filing person on September 20, 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 November 1, 2026, and 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. 10% will vest on December 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.
Key Figures
Shares withheld for tax: 625 shares
Withholding price per share: $23.80 per share
Exercise price or tax-liability shares: 625 shares
3 metrics
Shares withheld for tax
625 shares
Class A common stock withheld on September 1, 2026
Withholding price per share
$23.80 per share
Value used for tax withholding on September 1, 2026
Exercise price or tax-liability shares
625 shares
Shares delivered or withheld for tax liability on September 1, 2026
Key Terms
restricted stock units, performance-based restricted stock units ("PRSUs"), net settlement, Section 16(b), +1 more
5 terms
restricted stock units financial
"Represents RSUs granted to the filing person on April 8, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units ("PRSUs") financial
"Represents performance-based restricted stock units ("PRSUs") granted to the filing person."
net settlement financial
"in connection with the net settlement of vested restricted stock units"
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act"
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
What insider transaction did CHWY report for William G. Billings on September 1, 2026?
Chewy reported that 625 shares of Class A common stock were withheld from William G. Billings on September 1, 2026 at $23.80 per share to satisfy tax withholding and remittance obligations related to vested RSUs; it was not a market transaction.
Did Chewy’s chief accounting officer use a Rule 10b5-1 plan for this CHWY Form 4 transaction?
No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as tax withholding on RSU vesting rather than trading under a pre-arranged plan.
What RSU awards to the CHWY chief accounting officer are disclosed in this Form 4?
The filing discloses multiple RSU and PRSU grants to William G. Billings from September 20, 2024, April 8, 2025, and April 8, 2026, each representing rights to one share per unit, subject to time-based or performance-based vesting and continued employment.
What are the key vesting terms for Billings’ April 8, 2026 RSUs at CHWY?
For the April 8, 2026 RSUs, the filing states that 25% will vest on March 1, 2027 and 6.25% will vest on each three-month anniversary thereafter, subject to William G. Billings’ continued employment with Chewy through each vesting date.
How are Billings’ performance-based RSUs at CHWY structured according to the Form 4?
The filing describes PRSUs granted April 8, 2025, with the amount eligible for vesting based on 2025 fiscal year performance certified by the Compensation Committee on March 5, 2026. These PRSUs vest on March 1, 2028, subject to continued employment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
