Chewy, Inc. — Director's Dealing 2024

Feb 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2024-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-02	Class A Common Stock	S	192642	$17.70	Disposed	1307025	Direct
2024-02-02	Class A Common Stock	S	3457	$17.70	Disposed	108112	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	201059	Direct
Class A Common Stock	633800	Direct
Class A Common Stock	21840	Indirect
Class A Common Stock	77377	Indirect
Class A Common Stock	2121	Indirect
Class A Common Stock	679	Indirect
Class A Common Stock	2077	Indirect
Class A Common Stock	4697	Indirect

Footnotes

F1: Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

F2: Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person's spouse to cover tax withholding obligations in connection with the vesting of RSUs.

F3: Represents RSUs granted to the filing person on January 18, 2024. 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. 16.7% 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.

F4: Represents RSUs granted to the filing person on January 18, 2024. 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. 18.6% will vest on May 1, 2024, 18.6% will vest on December 1, 2024, 57.6% on February 1, 2025, and 5.2% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F5: Represents RSUs granted to the filing person's spouse on January 18, 2024. 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. 50% of these RSUs will vest on May 1, 2024, and 50% will vest on December 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F6: Represents RSUs granted to the filing person's spouse 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 23,520 of the RSUs, 16.7% will vest on each six-month anniversary of February 1, 2024, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,010 of the RSUs, 100% will vest on February 1, 2025, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. 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, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F7: 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.

F8: 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.

F9: 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. 50% of these RSUs will vest on March 1, 2024, and 25% of these 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.

F10: 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 4,240 of the RSUs, 25% of such RSUs will vest on each six-month anniversary of February 1, 2024, 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.