Singh Sumit 4
4 · Chewy, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Chewy CEO Sumit Singh Withholds Shares for Taxes
What Happened
- Sumit Singh, Chief Executive Officer of Chewy, had 180,308 shares of CHWY withheld on January 30, 2026 to satisfy tax withholding and remittance obligations related to the net settlement of vested restricted stock units (RSUs). The withholding consisted of 163,018 shares (valued at $4,913,363) and 17,290 shares (valued at $521,121) at a reported price of $30.14 per share, for a combined value of about $5.43 million.
- This was a tax-withholding/net settlement (transaction code F), not an open-market sale — the shares were retained by the company to cover taxes and the transaction is exempt from Section 16(b).
Key Details
- Transaction date: January 30, 2026; reported filed February 3, 2026 (timely).
- Price per share: $30.14; shares withheld: 163,018 and 17,290 (total 180,308); total value ≈ $5.43M.
- Shares owned after the transaction: Not disclosed in this filing.
- Footnotes indicate these withholdings were to satisfy tax obligations on net-settled RSUs (F1, F2) and that multiple RSU/PRSU grants (for Singh and his spouse) remain subject to future vesting schedules (see F3–F11).
- Exempt from Section 16(b) under Rule 16b-3(e); not a market trade.
Context
- This was a cashless/net settlement to cover taxes on vested equity awards — common for executives and not a directional buy/sell signal. The filing shows several remaining RSU/PRSUs with staggered vesting (including material vesting events in 2026–2027), meaning additional withholding or settlements could occur as those awards vest.
Insider Transaction Report
Form 4
Chewy, Inc.CHWY
Singh Sumit
DirectorChief Executive Officer
Transactions
- Tax Payment
Class A Common Stock
[F1]2026-01-30$30.14/sh−163,018$4,913,363→ 886,890 total - Tax Payment
Class A Common Stock
[F2]2026-01-30$30.14/sh−17,290$521,121→ 115,415 total(indirect: By Spouse)
Holdings
- 67,020
Class A Common Stock
[F3] - 803,304
Class A Common Stock
[F4] - 314,333
Class A Common Stock
[F5] - 307,660
Class A Common Stock
[F6] - 10,433(indirect: By Spouse)
Class A Common Stock
[F7] - 60,625(indirect: By Spouse)
Class A Common Stock
[F8] - 36,773(indirect: By Spouse)
Class A Common Stock
[F9] - 51,735(indirect: By Spouse)
Class A Common Stock
[F10] - 7,368(indirect: By Spouse)
Class A Common Stock
[F11]
Footnotes (11)
- [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.
- [F10]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. 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- [F11]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 May 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.
- [F2]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.
- [F3]Represents 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 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 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. 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.
- [F7]Represents RSUs granted to the filing person's spouse on April 6, 2023 and 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. With respect to 7,840 of the RSUs, 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. With respect to 2,593 of the RSUs, 100% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
- [F8]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.
- [F9]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.
Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Sumit Singh|2026-02-03