Chewy, Inc. — Director's Dealing 2025

Jan 7, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2025-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-03	Class A Common Stock	S	163022	$35.618	Disposed	735200	Direct
2025-01-03	Class A Common Stock	S	28074	$36.032	Disposed	707126	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6677	Indirect
Class A Common Stock	829793	Direct
Class A Common Stock	321694	Direct
Class A Common Stock	167550	Direct
Class A Common Stock	397469	Direct
Class A Common Stock	76685	Indirect
Class A Common Stock	22121	Indirect
Class A Common Stock	46497	Indirect
Class A Common Stock	2121	Indirect
Class A Common Stock	520	Indirect
Class A Common Stock	3180	Indirect
Class A Common Stock	70838	Indirect

Footnotes

F1: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 25, 2024.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $35.000-$35.990, 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 sold at each separate price within the range set forth in footnotes 2 and 3 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $36.00-$36.110, inclusive.

F4: Represents restricted stock units ("RSUs") granted to the filing person on April 4, 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. 18.94% of these RSUs will vest on February 1, 2025, 16.85% will vest on May 1, 2025, 4.74% will vest on August 1, 2025, 4.74% will vest on November 1, 2025, 12.12% will vest on December 1, 2025, and 4.74% will vest on February 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F5: 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 January 18, 2024 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.

F6: 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. 20% of these RSUs will vest on February 1, 2025, and 20% will vest each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F7: 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. 91.891699% will vest on February 1, 2025, and 8.108301% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

F8: Represents RSUs granted to the filing person's spouse on April 4, 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. 24% of these RSUs will vest on February 1, 2025, 8% will vest on May 1, 2025, 6% will vest on August 1, 2025, 6% will vest on November 1, 2025, 2% will vest on December 1, 2025, and 6% will vest on February 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F9: 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 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 spouse's continued employment with Chewy, Inc. through the vesting date.

F10: 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 19,600 of the RSUs, 20% will vest on February 1, 2025, and 20% will vest each six-month anniversary thereafter, 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 24,887 of the RSUs, 90% will vest on April 1, 2025, and 10% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F11: 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 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.

F12: 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. 100% of these RSUs will vest on March 1, 2025, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F13: 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. 33.33% of these RSUs will vest on each six-month anniversary of August 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

F14: RSUs granted to the filing person's spouse on August 5, 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. 51.4% of these RSUs will vest on February 1, 2025, 1.3% will vest on each three-month anniversary thereafter except for February 1, 2026, when 34.3% will vest, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.