Form 4: Chewy CTO Sells Shares Under Pre-Arranged 10b5-1 Plans

Chewy's Chief Technology Officer, Satish Mehta, reported sales of 7,930 Class A Common Stock shares through pre-arranged 10b5-1 trading plans.

Summary

• Satish Mehta, Chief Technology Officer of Chewy, Inc. (CHWY), reported two transactions involving the sale of Class A Common Stock.
• On November 3, 2025, 3,288 shares were sold at a price of $32.7181 per share. This sale was a 'sell to cover' transaction to meet tax withholding obligations related to the vesting of restricted stock units (RSUs), executed under a Rule 10b5-1 trading plan adopted on April 15, 2022.
• On November 4, 2025, an additional 4,642 shares were sold at a price of $32.65 per share. This sale was also executed pursuant to a Rule 10b5-1 trading plan, adopted on April 9, 2025.
• Following these transactions, Satish Mehta beneficially owns 229,702 shares of Class A Common Stock directly.
• The filing also details significant unvested equity awards, including 64,931 performance-based restricted stock units (PRSUs) from April 6, 2023, vesting on February 1, 2026, and 162,139 PRSUs from April 4, 2024, vesting on February 1, 2027, both subject to continued employment.
• Additionally, 27,056 RSUs granted on April 6, 2023, and 86,305 RSUs granted on April 4, 2024, along with 62,097 RSUs granted on April 8, 2025, are subject to various time-vesting schedules through 2026 and beyond, contingent on continued employment.

Sentiment

Score: 5

Explanation: The filing is neutral. It reports routine insider stock sales, some for tax obligations, executed under pre-arranged 10b5-1 plans. This is a standard disclosure and does not inherently signal positive or negative company performance or outlook.

Positives

• The reporting person holds a substantial number of unvested performance-based and time-based restricted stock units, indicating continued long-term alignment with shareholder interests.
• The sales were conducted under Rule 10b5-1 trading plans, which are pre-arranged and designed to avoid accusations of insider trading, suggesting a routine and planned divestment rather than a reaction to new, non-public information.

Negatives

• The Chief Technology Officer sold a total of 7,930 shares of Class A Common Stock, which represents a reduction in direct beneficial ownership.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding Chewy, Inc.'s business operations or financial performance. It solely reports insider transactions and equity award vesting schedules.

Industry Context

This filing is a routine disclosure of insider stock transactions and does not provide information relevant to broader industry trends or competitive landscape within the online pet supply sector. It reflects individual compensation and tax planning activities of a company executive.

Stakeholder Impact

• Shareholders: The sales represent a minor reduction in direct insider ownership, but the pre-planned nature and 'sell to cover' aspect for taxes mitigate concerns. The significant unvested equity awards demonstrate continued alignment.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued vesting of 64,931 PRSUs on February 1, 2026, subject to continued employment.
• Continued vesting of 27,056 RSUs, with portions vesting on February 1, 2026, and semi-annually thereafter, subject to continued employment.
• Continued vesting of 86,305 RSUs, with portions vesting on December 1, 2025, February 1, 2026, and quarterly thereafter, subject to continued employment.
• Continued vesting of 62,097 RSUs, with portions vesting on March 1, 2026, and quarterly thereafter, subject to continued employment.
• Continued vesting of 162,139 PRSUs on February 1, 2027, subject to continued employment.

Key Dates

Keywords

Chewy, CHWY, Insider Trading, Form 4, Stock Sale, Satish Mehta, Chief Technology Officer, Restricted Stock Units, Performance Restricted Stock Units, 10b5-1 Plan