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: Bowman Stacy (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-22	Class A Common Stock	A	4565	—	Acquired	4565	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	219631	Direct
Class A Common Stock	40003	Direct
Class A Common Stock	2267	Direct
Class A Common Stock	1192	Direct
Class A Common Stock	4535	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 April 6, 2023 and 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 7,840 of the RSUs, 16.7% will vest on each six-month anniversary of February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 32,163 of the RSUs, 100% will vest on April 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

F3: Represents 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 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.

F4: 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. 50% of these RSUs will vest on September 1, 2024, and 50% of these RSUs will vest on March 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F5: 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. 25% of these RSUs will vest on each six-month anniversary of February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.