Deppe Christopher S. 4
4 · Chewy, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Chewy (CHWY) CFO Christopher Deppe Withholds 2,857 Shares for Taxes
What Happened
Christopher S. Deppe, Chief Financial Officer of Chewy, had 2,857 shares of Class A common stock withheld on May 1, 2026 at $25.42 per share to satisfy tax withholding obligations related to the net settlement of vested restricted stock units (RSUs). The withheld shares equal approximately $72,625. This was a tax-withholding (code F) transaction — not an open-market sale.
Key Details
- Transaction date: May 1, 2026; Filed with the SEC: May 5, 2026 (within the typical 2-business-day Form 4 deadline).
- Amount: 2,857 shares withheld at $25.42 per share; total value ≈ $72,625.
- Transaction code: F (tax withholding to satisfy withholding/remittance obligations); this is not a market sale.
- Shares owned after transaction: Not specified in this Form 4.
- Footnote F1: Confirms the shares were withheld to satisfy taxes in connection with net settlement of vested RSUs and that the transaction is exempt from Section 16(b) under Rule 16b-3(e).
- Other footnotes (F2–F13, F10, F11, etc.) list various RSU/PRSU awards and vesting schedules for Deppe through dates as late as 2029.
Context
Code F transactions are routine tax-withholding events when restricted awards vest and the company withholds shares instead of the insider selling shares on the open market. Because this was a withholding to cover taxes (not a cash sale), it does not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
Form 4
Chewy, Inc.CHWY
Deppe Christopher S.
Chief Financial Officer
Transactions
- Tax Payment
Class A Common Stock
[F1]2026-05-01$25.42/sh−2,857$72,625→ 5,969 total
Holdings
- 71,062
Class A Common Stock
[F2] - 5,922
Class A Common Stock
[F3] - 346,670
Class A Common Stock
[F4] - 4,342
Class A Common Stock
[F5] - 871
Class A Common Stock
[F6] - 2,580
Class A Common Stock
[F7] - 1,408
Class A Common Stock
[F8] - 6,156
Class A Common Stock
[F9] - 6,883
Class A Common Stock
[F10] - 5,524
Class A Common Stock
[F11] - 2,307
Class A Common Stock
[F12] - 12,762
Class A Common Stock
[F13]
Footnotes (13)
- [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 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.
- [F11]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.
- [F12]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.
- [F13]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. 50% of these RSUs will vest on November 1, 2026, and the remaining 50% will vest on May 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- [F2]Represents RSUs granted to the filing person on April 8, 2026. 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. 25% of these RSUs will vest on March 1, 2027, and 6.25% will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- [F3]Represents RSUs granted to the filing person on April 8, 2026. 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% will vest on March, 1 2027, and 50% will vest on March 1, 2028, 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 April 8, 2026. 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. 30% will vest on December 1, 2026, 25% will vest on December 1, 2027, 25% will vest on December 1, 2028, and 20% will vest on December 1, 2029, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- [F5]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, 2025 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2025 fiscal year by the Compensation Committee of the Board of Directors. On March 5, 2026, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
- [F6]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. 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.
- [F7]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.
- [F8]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.
- [F9]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. 14.28% of these RSUs will vest on August 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.
Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Christopher S. Deppe|2026-05-05