Chewy, Inc. — Director's Dealing 2023

Jan 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2023-01-13

Reporting Person: Marte Mario Jesus (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-13	Class A Common Stock	S	39289	$43.81	Disposed	207008	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in prices ranging from $43.77-43.94, 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 purchased at each separate price within the range set forth in footnote 1 to this Form 4.

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.