Mehta Satish 4
4 · Chewy, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Chewy (CHWY) CTO Satish Mehta Sells 13,013 Shares
What Happened Satish Mehta, Chief Technology Officer of Chewy, disposed of shares in two related actions. On Jan 30, 2026, 29,243 shares were withheld at $30.14 (value ≈ $881,384) to satisfy tax withholding in connection with the net settlement of vested RSUs (this was not a market sale). On Feb 2, 2026, Mehta sold 13,013 shares in an open-market transaction at $28.99 per share for proceeds of approximately $377,247. The Feb 2 sale was executed under a pre-established Rule 10b5-1 trading plan.
Key Details
- Transaction dates and prices:
- Jan 30, 2026 — 29,243 shares withheld for taxes at $30.14 (F1) — not a market sale; value ≈ $881,384.
- Feb 2, 2026 — 13,013 shares sold open market at $28.99 (F2) — proceeds ≈ $377,247.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable footnotes:
- F1: Withheld shares represent net settlement of vested RSUs (tax withholding), exempt from Section 16(b) and not a market transaction.
- F2: Feb 2 sale executed under a Rule 10b5-1 trading plan adopted Sept 23, 2025.
- F3–F6: Descriptions of outstanding RSU/PRSU grants and vesting schedules (grants from 2023–2025 with vesting through 2027).
- Filing: Form 4 filed Feb 3, 2026; appears timely with respect to the reported transactions.
Context The Jan 30 action was a net settlement/tax withholding related to vested RSUs (a routine administrative step), not a public sale. The Feb 2 disposition was an open-market sale under a 10b5-1 plan (pre-arranged program). Sales by executives can be routine (taxes, diversification, planned liquidity) and don’t necessarily signal a view on company prospects; purchases generally carry more informational weight for investors.
Insider Transaction Report
- Tax Payment
Class A Common Stock
[F1]2026-01-30$30.14/sh−29,243$881,384→ 273,320 total - Sale
Class A Common Stock
[F2]2026-02-02$28.99/sh−13,013$377,247→ 273,835 total
- 13,528
Class A Common Stock
[F3] - 162,139
Class A Common Stock
[F4] - 63,447
Class A Common Stock
[F5] - 62,097
Class A Common Stock
[F6]
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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 23, 2025.
- [F3]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. The RSUs are subject to time-vesting conditions. 50% 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 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.