Mehta Satish 4

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.