Singh Sumit 4

What Happened
Sumit Singh, CEO of Chewy, was awarded a total of 573,937 restricted stock units on March 25, 2026 — 526,284 performance-based RSUs (PRSUs) and 47,653 time-based RSUs. The grants have an acquisition price of $0.00 (typical for RSU/PRSU awards). The PRSUs were originally granted April 8, 2025 and, after the Compensation Committee certified achievement of the 2025 performance conditions on March 5, 2026, those PRSUs will vest on March 1, 2028 subject to Mr. Singh’s continued employment. The smaller RSU award is time-vested with quarterly vesting beginning June 1, 2026 (8.33% then each three-month anniversary).

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 27, 2026 (appears timely).
• Price: $0.00 per unit (award/grant).
• Shares granted: 526,284 PRSUs (performance-based) + 47,653 RSUs (time-based) = 573,937 total.
• Vesting: PRSUs vest March 1, 2028 subject to performance certification (already certified) and continued employment; RSUs vest quarterly beginning June 1, 2026 (8.33% increments).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: F1 describes the PRSUs (performance certification on Mar 5, 2026); F6 (related) describes the time-based RSU vesting schedule. The filing also includes other footnotes about spouse grants, which are separate from these awards.
• Transaction type: Award/Grant (code A) — not a market purchase or sale.

Context
PRSUs are contingent rights to receive shares if performance and continued-employment conditions are met; they convert to actual shares only upon vesting. These awards are routine executive compensation/retention tools and do not represent an immediate buy or sell decision by the insider. Purchases by insiders tend to be more notable as potential bullish signals; awards primarily reflect pay design and retention.