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Chewy GC has 445 shares withheld for taxes

Chewy’s General Counsel had shares withheld for RSU tax obligations, while multiple RSU and PRSU awards with vesting dates through 2028 remain outstanding.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chewy, Inc. (CHWY) reported that General Counsel & Secretary Da-Wai Hu had 445 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding and remittance obligations in connection with the net settlement of vested RSUs, at a reference price of $23.80 per share. This was not a market transaction and is described as exempt from Section 16(b) under Rule 16b-3(e). The filing also describes multiple outstanding RSU and PRSU awards for Hu with time- and performance-based vesting schedules extending through 2028.

Positive

  • None.

Negative

  • None.
Insider Hu Da-Wai
Role General Counsel & Secretary
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1 445 $23.80 $11K
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 -- -- --
holding Class A Common Stock F7 -- -- --
Holdings After Transaction: Class A Common Stock — 219,468 shares (Direct)
Footnotes (7)
  1. 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.
  2. 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.
  3. 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 1, 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.
  4. F4. 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. 16.67% of these RSUs will vest on November 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.
  5. F5. 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 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.
  6. F6. 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. 10% of these RSUs 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.
  7. F7. 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. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
Shares withheld for taxes 445 shares Class A common stock withheld on September 1, 2026 to satisfy tax obligations on RSU vesting
Reference price per share $23.80 per share Used for the 445 withheld shares on September 1, 2026
Exercise-price-or-tax-liability shares 445 shares Total shares reported in transactions classified as payment of exercise price or tax liability
First vesting date for April 8, 2026 RSUs March 1, 2027 25% of those RSUs vest on this date, then 6.25% quarterly
PRSUs vesting date (2025 grant) March 1, 2028 PRSUs granted April 1, 2025 vest on this date after performance certification
restricted stock units ("RSUs") financial
"Represents RSUs granted to the filing person on April 8, 2026."
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 financial
"withheld to satisfy tax withholding and remittance obligations in connection with the net settlement"
Section 16(b) regulatory
"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934"
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
"exempt from Section 16(b) ... pursuant to Rule 16b-3(e) promulgated thereunder."

FAQ

What insider transaction did CHWY report for Da-Wai Hu on September 1, 2026?
Chewy reported that General Counsel Da-Wai Hu had 445 shares of Class A common stock withheld on September 1, 2026 to cover tax withholding and remittance obligations related to vested RSUs, at a reference price of $23.80 per share.

Was the September 1, 2026 CHWY transaction a market sale of shares?
No. The filing states the 445 withheld shares "does not represent a market transaction" and were withheld solely to satisfy tax withholding and remittance obligations in connection with net settlement of vested RSUs.

Was Chewy (CHWY) General Counsel Da-Wai Hu’s transaction under a Rule 10b5-1 plan?
No Rule 10b5-1 trading plan is indicated. The document-level checkbox is not affirmed, and the relevant footnote describes the event only as tax withholding on RSU vesting, exempt under Rule 16b-3(e).

What RSU awards does CHWY disclose for Da-Wai Hu that vest after 2026?
The filing describes RSUs and PRSUs granted in 2024, 2025, and 2026, with vesting dates including November 1, 2026, December 1, 2026, February 1, 2027, March 1, 2027, quarterly vesting thereafter, and PRSUs vesting on March 1, 2028.

What are the key vesting terms for Da-Wai Hu’s April 8, 2026 RSU grant at CHWY?
RSUs granted on April 8, 2026 vest based on time: 25% vest on March 1, 2027, and 6.25% vest on each three-month anniversary thereafter, subject to Hu’s continued employment with Chewy through each vesting date.

How are Da-Wai Hu’s performance-based PRSUs at Chewy structured?
The filing describes PRSUs granted in 2024 and 2025, where the amount eligible for vesting depended on performance for the relevant fiscal year and certification by the Compensation Committee. After certification in 2025 and 2026, these PRSUs are scheduled to vest on February 1, 2027 and March 1, 2028, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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*
Hu Da-Wai
(Last)(First)(Middle)
7700 WEST SUNRISE BOULEVARD
(Street)
PLANTATION FLORIDA 33322
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026F445(1)D$23.84,203D
Class A Common Stock37,486(2)D
Class A Common Stock49,962(3)D
Class A Common Stock22,392(4)D
Class A Common Stock76,299(5)D
Class A Common Stock18,256(6)D
Class A Common Stock10,870(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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.
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 1, 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.
4. 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. 16.67% of these RSUs will vest on November 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.
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 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.
6. 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. 10% of these RSUs 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.
7. 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. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
/s/ Da-Wai Hu09/03/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR