Billings William G. 4
4 · Chewy, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Chewy (CHWY) CAO William Billings Sells 625 Shares to Cover Taxes
What Happened
William G. Billings, Chewy's Chief Accounting Officer, had 625 shares of Chewy Class A common stock withheld on June 1, 2026 to satisfy tax withholding obligations in connection with the net settlement of vested restricted stock units (RSUs). The withholding was at an effective price of $22.54 per share, representing approximately $14,088. This withholding is a tax-related disposition rather than an open-market sale.
Key Details
- Transaction date and price: June 1, 2026 — 625 shares withheld at $22.54 per share (total ≈ $14,088). (Footnote F1)
- Transaction type: F = payment of exercise price or tax liability via share withholding; exempt from Section 16(b) under Rule 16b-3(e). (F1)
- Shares owned after transaction: Not specified in the provided filing.
- Related grants and vesting: Filing references multiple RSU/PRSU grants (F2–F6) including RSUs granted Apr 8, 2026 (time-vesting), PRSUs certified Mar 5, 2026 (vest Mar 1, 2028), and earlier RSU grants with varying vesting schedules. (F2–F6)
- Filing timeliness: Report filed June 3, 2026 for a June 1, 2026 transaction — appears timely.
Context
- This was a tax-withholding/net-settlement action (not an open-market sale). Footnote F1 explicitly states the shares were withheld to satisfy tax withholding and do not represent a market transaction.
- Such withholdings are routine administrative actions when equity awards vest and do not necessarily indicate insider sentiment about 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]2026-06-01$22.54/sh−625$14,088→ 38,937 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] - 17,447
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. 9.09% will vest on September 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|2026-06-03