Chewy, Inc. — Director's Dealing 2023

Jun 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2023-06-26

Reporting Person: Singh Sumit (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-26	Class A Common Stock	A	56686	—	Acquired	87226	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	992212	Direct
Class A Common Stock	96998	Indirect
Class A Common Stock	2121	Indirect
Class A Common Stock	679	Indirect
Class A Common Stock	4154	Indirect
Class A Common Stock	8561	Indirect

Footnotes

F1: The reported securities represent an adjustment to the 30,540 restricted stock units ("RSUs") granted to the filing person's spouse on April 6, 2023, and reported on a Form 4 filed on April 10, 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. Inclusive of the original granted amounts, the vesting schedule is as follows (each subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.) With respect to 31,359 of the RSUs, 25% will vest on February 1, 2024 and 12.5% will vest on each six-month anniversary thereafter. With respect to 4,020 of the RSUs, 50% will vest on February 1, 2024, and 50% will vest on February 1, 2025. With respect to 51,847 of the RSUs, 52% will vest on April 1, 2024, 43% will vest on April 1, 2025, and 5% will vest on April 1, 2026.

F2: Represents performance-based restricted stock units ("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 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 spouse's continued employment with Chewy, Inc. through the vesting date.

F3: 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 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 spouse's continued employment with Chewy, Inc. through the vesting date.

F4: Represents RSUs granted to the filing person's spouse on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 of the RSUs, 50% of such RSUs will vest 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F5: 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. With respect to 6,360 of the RSUs, 16.67% of such RSUs will vest on each six-month anniversary of February 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 457 of the RSUs, 100% of such RSUs will vest on March 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date. With respect to 1,744 of the RSUs, such RSUs will vest on February 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.