Billings William G. 4
4 · Chewy, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Chewy (CHWY) William Billings Withholds 1,064 Shares for Taxes
What Happened William G. Billings, Chief Accounting Officer of Chewy, reported that 1,064 shares of Chewy Class A common stock were withheld on May 1, 2026 to satisfy tax withholding obligations related to the net settlement of vested restricted stock units (RSUs). The withholding was recorded at $25.42 per share, totaling approximately $27,047. This was a tax-withholding disposition (transaction code F), not an open‑market sale.
Key Details
- Transaction date and price: May 1, 2026 — 1,064 shares withheld at $25.42 per share; total value ~$27,047.
- Transaction type: F (shares withheld to satisfy tax obligations on net-settled RSUs); exempt from Section 16(b) under Rule 16b-3(e) (see footnote F1).
- Filing date / report period: Form 4 filed May 5, 2026; period of report May 1, 2026.
- Shares owned after transaction: Not specified in the excerpt of this Form 4.
- Notable footnotes about awards:
- F1: Withheld shares to cover tax on net-settled RSUs; not a market trade.
- F2, F4–F6: Multiple time‑vesting RSU grants with various vesting schedules from Apr 8, 2026, Sep 20, 2024, and Apr 8, 2025 (details in filing).
- F3: Performance RSUs granted Apr 8, 2025 were certified as earned on Mar 5, 2026 and vest on Mar 1, 2028 (subject to continued employment).
Context
- This is a routine tax-withholding event tied to equity compensation vesting (net settlement of RSUs), which does not reflect an open‑market sale or purchase decision by the insider.
- For retail investors, such withholdings are common when RSUs vest; they primarily reflect tax obligations rather than a view on the company’s stock.
Insider Transaction Report
Form 4
Chewy, Inc.CHWY
Billings William G.
Chief Accounting Officer
Transactions
- Tax Payment
Class A Common Stock
[F1]2026-05-01$25.42/sh−1,064$27,047→ 37,976 total
Holdings
- 32,571
Class A Common Stock
[F2] - 14,470
Class A Common Stock
[F3] - 43,750
Class A Common Stock
[F4] - 24,324
Class A Common Stock
[F5] - 19,033
Class A Common Stock
[F6]
Footnotes (6)
- [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.
- [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 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 8, 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.
- [F4]Represents RSUs granted to the filing person on September 20, 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. 58.5% will vest on August 1, 2026, and 41.5% will vest on August 1, 2027, 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 September 20, 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. 11.11% will vest on August 1, 2026, and 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% 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.
Signature
/s/ Da-Wai Hu, as Attorney-in-fact- for William G. Billings|2026-05-05