Chewy, Inc. — Director's Dealing 2023

Aug 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2023-08-02

Reporting Person: Morant Michael (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-02	Class A Common Stock	S	189	$32.6195	Disposed	41282	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	95604	Direct
Class A Common Stock	486	Direct
Class A Common Stock	1489	Direct
Class A Common Stock	2973	Direct
Class A Common Stock	5793	Direct
Class A Common Stock	10885	Direct
Class A Common Stock	10143	Direct

Footnotes

F1: Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

F2: The amount of reported securities gives effect to a correction and reduction in the number of shares beneficially owned by the filing person, which was inadvertently overstated by 1,256 shares in the filing person's Form 3 filed on June 26, 2023, and in subsequent Forms 4 filings.

F3: Represents RSUs granted to the filing person on July 5, 2023. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 32% of these RSUs on June 1, 2024, 35% of such RSUs will vest on June 1, 2025, 31% of such RSUs will vest on June 1, 2026, and 2% of such RSUs will vest on June 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F4: Represents performance-based restricted stock units ("PRSUs"). 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 5, 2021 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2021 fiscal year by the Compensation Committee of the Board of Directors. On March 31, 2022, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

F5: Represents PRSUs. 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 7, 2022 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2022 fiscal year by the Compensation Committee of the Board of Directors. On March 14, 2023, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

F6: Represents RSUs granted to the filing person on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 50% of these RSUs on September 1, 2023, 25% of such RSUs will vest on March 1, 2024, and 12.5% of such RSUs will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F7: Represents RSUs granted to the filing person 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. With respect to 327 of the RSUs, 100% will vest on March 1, 2024. With respect to 3,722 of the RSUs, 20% of such RSUs will vest on each six-month anniversary of August 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 1,744 of the RSUs, 100% of such RSUs will vest on February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F8: Represents RSUs granted to the filing person on 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 6,865 of the RSUs, 25% will vest on February 1, 2024 and 12.5% 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 4,020 of the RSUs, 50% will vest on February 1, 2024, and 50% will vest on February 1, 2025, 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 June 6, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs will vest on June 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.