SEC Form 4 · accession 0001766502-26-000065
Chewy, Inc. · CHWY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher S. Deppe
Officer — Chief Financial Officer
Period of report
Jul 31, 2026
Accepted (ET)
Aug 4, 2026 · 4:14 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001766502
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jul 31, 2026 | F | 624 | $22.82 | D | 7,206 | D | |
| Class A Common StockF2 | holding | — | — | — | 71,062 | D | ||
| Class A Common StockF3 | holding | — | — | — | 5,922 | D | ||
| Class A Common StockF4 | holding | — | — | — | 346,670 | D | ||
| Class A Common StockF5 | holding | — | — | — | 4,342 | D | ||
| Class A Common StockF6 | holding | — | — | — | 871 | D | ||
| Class A Common StockF7 | holding | — | — | — | 2,580 | D | ||
| Class A Common StockF8 | holding | — | — | — | 704 | D | ||
| Class A Common StockF9 | holding | — | — | — | 5,277 | D | ||
| Class A Common StockF10 | holding | — | — | — | 6,883 | D | ||
| Class A Common StockF11 | holding | — | — | — | 5,064 | D | ||
| Class A Common StockF12 | holding | — | — | — | 2,307 | D | ||
| Class A Common StockF13 | holding | — | — | — | 12,762 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F10Represents 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.
- F11Represents 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. 9.08% 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.
- F12Represents 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.
- F13Represents 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.
- F2Represents 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.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.
- F6Represents 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.
- F7Represents 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.
- F8Represents 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. 100% of these RSUs will vest on February 1, 2027 subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
- F9Represents 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. 16.66% of these RSUs will vest on November 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.