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Chewy, Inc.·4

Mar 3, 6:10 PM ET

Deppe Christopher S. 4

4 · Chewy, Inc. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Chewy (CHWY) CFO Christopher Deppe Sells 3,043 Shares

What Happened

  • Christopher S. Deppe, Chief Financial Officer of Chewy, sold 3,043 shares of Chewy Class A common stock in an open-market transaction on March 2, 2026, at $26.87 per share for proceeds of about $81,765. Separately, 1,976 shares were withheld on February 27, 2026 to satisfy tax withholding related to the net settlement of vested restricted stock units (RSUs) at $26.97 per share (value ~$53,293). The withholding is not a market sale; the open-market sale was executed under a Rule 10b5-1 plan.

Key Details

  • Transaction dates and prices:
    • 2026-02-27: 1,976 shares withheld for tax withholding (F) at $26.97 — $53,293 (net settlement of vested RSUs; not a market sale)
    • 2026-03-02: 3,043 shares sold (S) in open market at $26.87 — $81,765 (sale effected under a Rule 10b5-1 plan)
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1: Withheld shares were used to satisfy tax withholding from RSU net settlement (not a Section 16(b) transaction).
    • F2: The open-market sale was made pursuant to a Rule 10b5-1 trading plan adopted Dec 30, 2025.
    • Other footnotes (F3–F10) describe various RSU/PRSU grants and vesting schedules referenced in the filing.
  • Filing date: Form 4 was filed 2026-03-03; the filing lists transactions on 2026-02-27 and 2026-03-02. The excerpt does not explicitly indicate a late-reporting flag.

Context

  • The 1,976-share entry is a tax-withholding event from RSU settlement (a common administrative step when RSUs vest) and is not a market sale or directional bet.
  • The 3,043-share sale was executed under a pre-established Rule 10b5-1 plan, which typically schedules trades in advance and is considered routine insider liquidity rather than an ad-hoc signal.
  • Sales are common for compensation-related liquidity; retail investors should view these as informational data points rather than definitive signals of company prospects.

Insider Transaction Report

Form 4
Period: 2026-02-27
Chewy, Inc.CHWY
Deppe Christopher S.
Chief Financial Officer
Transactions
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-02-27$26.97/sh−1,976$53,293→ 2,302 total
  • Sale

    Class A Common Stock

    [F2]
    2026-03-02$26.87/sh−3,043$81,765→ 1,566 total
Holdings

  • Class A Common Stock

    [F3]
    871

  • Class A Common Stock

    [F4]
    2,580

  • Class A Common Stock

    [F5]
    1,408

  • Class A Common Stock

    [F6]
    7,035

  • Class A Common Stock

    [F7]
    6,883

  • Class A Common Stock

    [F8]
    5,524

  • Class A Common Stock

    [F9]
    2,307

  • Class A Common Stock

    [F10]
    19,143
Footnotes (10)
  • [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 on September 4, 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. 33% of these RSUs will vest on May 1, 2026, and on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
  • [F2]Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on December 30, 2025.
  • [F3]Represents restricted stock units ("RSUs") granted to the filing person on September 14, 2022. 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. 100% will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
  • [F4]Represents RSUs granted to the filing person on September 14, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 100% of these RSUs will vest on September 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
  • [F5]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. 50% of these RSUs will vest on August 1, 2026, and the remaining 50% of such RSUs will vest on February 1, 2027 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 1, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 12.5% of these RSUs 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.
  • [F7]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 1, 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.
  • [F8]Represents RSUs granted to the filing person on April 1, 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% will vest on June 1, 2026 and 8.33% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
  • [F9]Represents RSUs granted to the filing person on April 1, 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. 100% will vest on March 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Christopher S. Deppe|2026-03-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT