Chewy, Inc. — Director's Dealing 2023

Feb 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2023-02-03

Reporting Person: Marte Mario Jesus (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-03	Class A Common Stock	S	28171	$50.00	Disposed	178837	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15000	Direct
Class A Common Stock	179240	Direct

Footnotes

F1: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person.

F2: Represents restricted stock units ("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 RSUs will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

F3: Represents RSUs. 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 June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to these RSUs.