Chewy, Inc. — Director's Dealing 2024

Mar 26, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2024-03-22

Reporting Person: Mehta Satish (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-22	Class A Common Stock	A	64931	—	Acquired	64931	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	557058	Direct
Class A Common Stock	41110	Direct
Class A Common Stock	121749	Direct

Footnotes

F1: 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 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 continued employment with Chewy, Inc. through the vesting date.

F2: Represents restricted stock units ("RSUs") granted to the filing person on January 18, 2024. The RSUs are subject to time-vesting conditions. 50% of these RSUs will vest on May 1, 2024, and 50% will vest on December 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.

F3: Represents RSUs granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 40,582 of the RSUs, 16.7% will vest on August 1, 2024 and 16.7% 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 81,167 of the RSUs, 92% will vest on February 1, 2025, and 8% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.