| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Singh Sumit | Chief Executive Officer, Director | 7700 WEST SUNRISE BOULEVARD, PLANTATION | /s/ Da-Wai Hu, as Attorney-in-Fact for Sumit Singh | 2025-05-20 | 0001777164 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHWY | Class A Common Stock | Sale | -$5.59M | -133K | -18.85% | $42.08 | 572K | May 16, 2025 | Direct | F1, F2 |
| transaction | CHWY | Class A Common Stock | Sale | -$1.24M | -29.1K | -5.09% | $42.67 | 543K | May 19, 2025 | Direct | F1, F3 |
| transaction | CHWY | Class A Common Stock | Sale | -$1.99M | -46K | -8.47% | $43.23 | 497K | May 19, 2025 | Direct | F1, F4 |
| holding | CHWY | Class A Common Stock | 322K | May 16, 2025 | Direct | F5 | |||||
| holding | CHWY | Class A Common Stock | 134K | May 16, 2025 | Direct | F6 | |||||
| holding | CHWY | Class A Common Stock | 803K | May 16, 2025 | Direct | F7 | |||||
| holding | CHWY | Class A Common Stock | 533K | May 16, 2025 | Direct | F8 | |||||
| holding | CHWY | Class A Common Stock | 32.2K | May 16, 2025 | Direct | F9 | |||||
| holding | CHWY | Class A Common Stock | 308K | May 16, 2025 | Direct | F10 | |||||
| holding | CHWY | Class A Common Stock | 2.12K | May 16, 2025 | By Spouse | F11 | |||||
| holding | CHWY | Class A Common Stock | 22.1K | May 16, 2025 | By Spouse | F12 | |||||
| holding | CHWY | Class A Common Stock | 18.3K | May 16, 2025 | By Spouse | F13 | |||||
| holding | CHWY | Class A Common Stock | 60.6K | May 16, 2025 | By Spouse | F14 | |||||
| holding | CHWY | Class A Common Stock | 52.1K | May 16, 2025 | By Spouse | F15 | |||||
| holding | CHWY | Class A Common Stock | 51.7K | May 16, 2025 | By Spouse | F16 | |||||
| holding | CHWY | Class A Common Stock | 33.5K | May 16, 2025 | By Spouse | F17 | |||||
| holding | CHWY | Class A Common Stock | 66.3K | May 16, 2025 | By Spouse |
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).
| Id | Content |
|---|---|
| F1 | Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 25, 2024. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $42.00-$42.20, inclusive. The filing person undertakes to provide to Chewy, Inc., any security holder of Chewy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 2 through 4 to this Form 4. |
| F3 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $42.000 - $42.995, inclusive. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $43.00 - $43.42, inclusive. |
| F5 | 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 January 18, 2024 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. |
| F6 | Represents restricted stock units ("RSUs") granted to the filing person on January 18, 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. 25% of these RSUs will vest on August 1, 2025, and 25% will vest each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. |
| F7 | Represents 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 4, 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. |
| F8 | Represents 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. 7.4% will vest on August 1, 2025, 7.4% will vest on November 1, 2025, 18.9% will vest on December 1, 2025, and 7.4% 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. |
| F9 | Represents RSUs granted to the filing person on January 18, 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. 100% of these RSUs will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. |
| F10 | 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. 25% of these RSUs will vest on March 1, 2026, 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. |
| F11 | Represents RSUs granted to the filing person's spouse on April 7, 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. 50% of these RSUs will vest on August 1, 2025, and 50% will vest on February 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. |
| F12 | Represents PRSUs granted to the filing person's spouse. 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 spouse's continued employment with Chewy, Inc. through the vesting date. |
| F13 | Represents RSUs granted to the filing person's spouse on April 6, 2023 and June 26, 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 15,680 of the RSUs, 25% will vest on August 1, 2025, and 25% will vest each six-month anniversary thereafter, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,593 of the RSUs, 100% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. |
| F14 | Represents PRSUs granted to the filing person's spouse. 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 4, 2024 and August 5, 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 spouse's continued employment with Chewy, Inc. through the vesting date. |
| F15 | Represents RSUs granted to the filing person's spouse 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. 8.8% will vest on August 1, 2025, 8.8% will vest on November 1, 2025, 3.2% will vest on December 1, 2025, and 8.8% will vest on February 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. |
| F16 | Represents RSUs granted to the filing person's spouse 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. 25% of these RSUs will vest on March 1, 2026, and 6.25% will vest on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. |
| F17 | Represents RSUs granted to the filing person's spouse on August 5, 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. 2.7% of these RSUs will vest on August 1, 2025, and 2.7% will vest on each three-month anniversary thereafter except for February 1, 2026, when 73% will vest, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. |