Singh Sumit 4
4 · Chewy, Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Chewy CEO Sumit Singh Withholds 35,357 Shares for Taxes
What Happened
- Sumit Singh, CEO of Chewy, had 30,267 shares and 5,090 shares withheld on Feb 27, 2026 to satisfy tax withholding related to net settlement of vested restricted stock units (RSUs). Each block was valued at $26.97 per share: $816,301 and $137,277 respectively, for a combined value of ~$953,578.
- These were tax-withholding/net-settlement transactions (transaction code F) and were not open-market sales.
Key Details
- Transaction date: 2026-02-27. Form 4 filed: 2026-03-03 (timely within required reporting window).
- Price: $26.97 per share; Shares withheld: 30,267 and 5,090; Combined shares: 35,357; Combined value: ~$953,578.
- Shares owned after transaction: not provided in the excerpt of the filing.
- Footnotes F1 and F2 state the shares were withheld to satisfy tax withholding/remittance on net-settled RSUs and do not represent market transactions; exempt from Section 16(b) under Rule 16b-3(e).
- Additional footnotes (F3–F11) describe various RSU/PRSU grants and vesting schedules for the CEO and the CEO’s spouse (timing and performance-based vesting details).
Context
- This was a net settlement/tax withholding of vested RSUs — common executive compensation mechanics — not a discretionary open-market sale. Tax-withholding transactions (code F) generally do not indicate insider sentiment about the company’s prospects.
- Rule 16b-3(e) exemption means these withholdings are treated as administrative and not subject to short-swing profit recovery under Section 16(b).
Insider Transaction Report
Form 4
Chewy, Inc.CHWY
Singh Sumit
DirectorChief Executive Officer
Transactions
- Tax Payment
Class A Common Stock
[F1]2026-02-27$26.97/sh−30,267$816,301→ 933,538 total - Tax Payment
Class A Common Stock
[F2]2026-02-27$26.97/sh−5,090$137,277→ 123,258 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] - 230,745
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] - 38,802(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. 8.33% of these RSUs will vest on June 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.
- [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 June 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. 8.33% of these RSUs will vest on June 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.
- [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|2026-03-03