Singh Sumit 4

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.