Form 4: Chewy CFO Deppe's Equity Holdings Detailed in Form 4

Chewy, Inc. CFO Christopher S. Deppe filed a Form 4 detailing his beneficial ownership of various unvested restricted stock units and performance-based restricted stock units.

Summary

• Christopher S. Deppe, Chief Financial Officer of Chewy, Inc. (CHWY), filed a Form 4 on March 27, 2026.
• The filing reports the acquisition of 4,342 performance-based restricted stock units (PRSUs) on March 25, 2026, following the certification of performance conditions for the 2025 fiscal year by the Compensation Committee on March 5, 2026. These PRSUs are scheduled to vest on March 1, 2028.
• Additionally, the filing details the beneficial ownership of various other unvested restricted stock units (RSUs) and PRSUs, totaling 47,356 shares, with grant dates ranging from September 14, 2022, to September 4, 2025.
• These unvested awards have diverse vesting schedules, with the earliest vesting beginning in May 2026 and the latest extending through March 1, 2027.
• The total amount of Class A Common Stock beneficially owned by Christopher S. Deppe, consisting of these unvested RSUs and PRSUs, is 51,698 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive filing, as it confirms the CFO's continued equity alignment with the company's long-term performance and retention, without revealing new operational or financial data.

Positives

• CFO Christopher S. Deppe holds a significant number of unvested equity awards, aligning his long-term financial interests with those of Chewy, Inc. shareholders.
• The Compensation Committee certified the achievement of performance conditions for 4,342 PRSUs for the 2025 fiscal year, indicating the company met specific performance targets.

Risks

• All listed RSUs and PRSUs are subject to the filing person's continued employment with Chewy, Inc. through their respective vesting dates, meaning forfeiture upon termination of employment.

Future Outlook

This filing primarily details past equity grants and their future vesting schedules for the Chief Financial Officer. It does not contain forward-looking statements regarding the company's operational or financial performance, but rather outlines future equity compensation for the executive.

Industry Context

StockSavvy.ai notes that equity compensation, particularly through Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PRSUs), is a standard practice in the technology and e-commerce sectors, including pet supply retailers like Chewy, Inc. This approach is widely used to attract, retain, and incentivize key executives by aligning their long-term interests with shareholder value. The inclusion of performance conditions for PRSUs is a common mechanism to directly link executive compensation to the achievement of specific company performance metrics.

Comparison to Industry Standards

• The utilization of PRSUs and RSUs for executive compensation at Chewy, Inc. is consistent with practices observed at comparable e-commerce companies such as Amazon (AMZN) and Petco Health and Wellness Company (WOOF), which also employ a mix of performance-based and time-based equity awards to incentivize their leadership.
• The multi-year vesting schedules detailed in the filing, extending up to March 2028, are typical for executive retention programs across various industries, including major tech firms, designed to ensure long-term commitment and stability in leadership.
• The certification of performance conditions for PRSUs by Chewy's Compensation Committee demonstrates a robust corporate governance practice, ensuring that executive equity awards are tied to the achievement of pre-defined corporate objectives, a standard benchmark for effective executive compensation.

Stakeholder Impact

• Shareholders: The significant unvested equity holdings of the CFO align his financial incentives with the long-term performance and value creation for shareholders.
• Employees: The detailed structure of executive equity compensation can serve as a benchmark or example for the company's broader employee incentive programs, potentially influencing retention and motivation.

Next Steps

• Christopher S. Deppe's continued employment with Chewy, Inc. through various vesting dates is required for the equity awards to vest.
• Vesting of 1,566 and 871 RSUs on September 1, 2026.
• Vesting of 50% of 2,580 RSUs on August 1, 2026, and the remaining 50% on February 1, 2027.
• Periodic vesting of 1,408 RSUs starting May 1, 2026, and quarterly thereafter.
• Vesting of 7,035 PRSUs on February 1, 2027.
• Periodic vesting of 6,883 RSUs starting June 1, 2026, and quarterly thereafter.
• Vesting of 5,524 RSUs on March 1, 2027.
• Periodic vesting of 19,143 RSUs starting May 1, 2026, and semi-annually thereafter.
• Vesting of 4,342 PRSUs on March 1, 2028.

Key Dates

Recommendation

This Form 4 primarily details the beneficial ownership of unvested equity awards by a key executive. It does not provide new information on the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The continued holding of significant equity by the CFO aligns management incentives with long-term shareholder value, supporting a 'hold' stance for existing investors.

Keywords

Chewy Inc., CHWY, Form 4, SEC Filing, Insider Ownership, Restricted Stock Units, Performance-Based Restricted Stock Units, Equity Compensation, Executive Compensation, Christopher S. Deppe, CFO