Deppe Christopher S. 4

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.