Chewy, Inc.·4

May 5, 5:32 PM ET

Billings William G. 4

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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.