| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHWY | Class A Common Stock | Sale | -$121K | -8.02K | -1.39% | $15.12 | 570K | May 2, 2024 | Direct | F1 |
| holding | CHWY | Class A Common Stock | 157K | May 2, 2024 | Direct | F2 | |||||
| holding | CHWY | Class A Common Stock | 64.9K | May 2, 2024 | Direct | F3 | |||||
| holding | CHWY | Class A Common Stock | 20.6K | May 2, 2024 | Direct | F4 | |||||
| holding | CHWY | Class A Common Stock | 122K | May 2, 2024 | Direct | F5 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| 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 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. 20.24% of these RSUs will vest on February 1, 2025, 14.58% will vest on May 1, 2025, 5.06% will vest on August 1, 2025, 5.06% will vest on November 1, 2025, 9.52% will vest on December 1, 2025, and 5.06% 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. |
| F3 | 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. |
| 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. 100% of these RSUs will vest on December 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. |
| F5 | Represents RSUs granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 40,582 of the RSUs, 16.7% will vest on August 1, 2024 and 16.7% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 81,167 of the RSUs, 92% will vest on February 1, 2025, and 8% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. |