Satish Mehta - Mar 6, 2025 Form 4 Insider Report for Chewy, Inc. (CHWY)

Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta
Stock symbol
CHWY
Transactions as of
Mar 6, 2025
Transactions value $
-$2,540,594
Form type
4
Date filed
3/10/2025, 04:11 PM
Previous filing
Feb 11, 2025
Next filing
Mar 28, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Sale -$2.54M -71.4K -21.35% $35.60 263K Mar 6, 2025 Direct F1
holding CHWY Class A Common Stock 125K Mar 6, 2025 Direct F2
holding CHWY Class A Common Stock 64.9K Mar 6, 2025 Direct F3
holding CHWY Class A Common Stock 33.8K Mar 6, 2025 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on October 6, 2024.
F2 Represents restricted stock units ("RSUs") granted to the filing person on April 4, 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. 18.28% of these RSUs will vest on May 1, 2025, 6.34% will vest on August 1, 2025, 6.34% will vest on November 1, 2025, 11.94% will vest on December 1, 2025, and 6.34% will vest on February 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.
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 6, 2023 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F4 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. The RSUs are subject to time-vesting conditions. With respect to 27,056 of the RSUs, 25% will vest on August 1, 2025 and 25% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 6,764 of the RSUs, 100% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.