David Reeder - 05 Feb 2025 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
Chief Financial Officer
Signature
/s/ Da-Wai Hu, as Attorney-in-fact for David Reeder
Issuer symbol
CHWY
Transactions as of
05 Feb 2025
Net transactions value
-$4,094,977
Form type
4
Filing time
07 Feb 2025, 16:04:47 UTC
Previous filing
05 Feb 2025
Next filing
11 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Sale $2,047,493 -54,022 -13% $37.90 361,129 05 Feb 2025 Direct F1
transaction CHWY Class A Common Stock Sale $2,047,484 -53,571 -15% $38.22 307,558 06 Feb 2025 Direct F1
holding CHWY Class A Common Stock 233,344 05 Feb 2025 Direct F2
holding CHWY Class A Common Stock 546,257 05 Feb 2025 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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).

Explanation of Responses:

Id Content
F1 Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on September 11, 2024 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. 8.33% of these RSUs will vest on May 1, 2025, 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 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. 80.04% will vest on February 1, 2026, 13.43% will vest on February 1, 2027, and 6.53% will vest on February 1, 2028, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.