Insider Trading February 3, 2026

Chewy CTO Sells $377,246 in Stock Amid Planned Retirement and Company Transition

Satish Mehta executed share sales under a 10b5-1 plan as Chewy’s shares trade near yearly lows while the company posts mixed signals on profitability and analyst sentiment shifts

By Jordan Park CHWY
Chewy CTO Sells $377,246 in Stock Amid Planned Retirement and Company Transition
CHWY

Chewy Chief Technology Officer Satish Mehta sold 13,013 shares of Class A common stock on February 2 at $28.99 per share, generating proceeds of $377,246 under a pre-arranged Rule 10b5-1 plan. The transaction follows an earlier disposition to cover tax withholding tied to vested RSUs and comes as Chewy shares trade close to their 52-week low. Recent quarterly results beat estimates modestly, and analysts have updated price targets and ratings amid continuing scrutiny of margins and profitability.

Key Points

  • Satish Mehta sold 13,013 Chewy Class A shares on February 2 at $28.99 under a Rule 10b5-1 plan, bringing proceeds of $377,246.
  • On January 30, Mehta had 29,243 shares withheld at $30.14 to cover taxes related to vested RSUs; after the transactions he holds 273,835 shares composed of RSUs and PRSUs granted between 2023 and 2025.
  • Chewy’s Q3 results modestly beat estimates with revenue and EBITDA up about 1% and 7% respectively, 8.3% sales growth, and divergent analyst reactions including raised price targets and mixed ratings.

Chewy Inc. (NASDAQ: CHWY) Chief Technology Officer Satish Mehta reported the sale of 13,013 shares of Class A common stock on February 2, executed at $28.99 per share for total proceeds of $377,246. The transaction was disclosed in a Form 4 filing with the Securities and Exchange Commission and was completed pursuant to a Rule 10b5-1 trading plan that Mehta adopted on September 23, 2025.

This February 2 sale took place against the backdrop of depressed share prices for the pet e-commerce retailer. At the time of the filing, Chewy’s shares were trading around $27.11, close to a 52-week low of $26.34. InvestingPro data cited in the filing indicates the stock’s relative strength index (RSI) is in territory typically interpreted as oversold.

Earlier in the week, on January 30, Mehta also disposed of 29,243 shares of Class A common stock at $30.14 per share. Those shares, valued at $881,384, were withheld to satisfy tax obligations connected to the settlement of vested restricted stock units (RSUs).

After these transactions, Mehta’s direct holdings in Chewy total 273,835 shares of Class A common stock. The reported holdings break down as follows: 13,528 shares represented by RSUs granted on April 6, 2023; 162,139 shares represented by performance-based restricted stock units (PRSUs) granted on April 4, 2024; 63,447 shares represented by RSUs granted on April 4, 2024; and 62,097 shares represented by RSUs granted on April 8, 2025.

Chewy’s recent equity performance has been uneven. The stock has fallen approximately 13.45% over the past week, while the company’s reported price-to-earnings ratio stands at 54.42. InvestingPro analysis cited in the disclosures suggests the company may be trading below its assessed Fair Value and refers readers to additional Pro Research content for more detailed valuation context.

Operationally, Chewy reported third-quarter results that beat consensus forecasts modestly, with revenue and EBITDA exceeding estimates by roughly 1% and 7%, respectively. The company posted sales growth of 8.3%, a pace that surpassed both its internal guidance and consensus expectations.

Analysts have reacted to the quarter and management commentary with varied adjustments to ratings and price targets. TD Cowen raised its price target to $48 while maintaining a Buy rating. UBS increased its price target to $42 and kept a Neutral rating. Mizuho reiterated an Outperform rating with a $50 price target, citing comments from CEO Sumit Singh about net customer additions and expected profitability improvements. Needham held to a Hold rating, noting that while Q3 results were stronger than expected, concerns persist about potential pressure on fourth-quarter margins and their effect on adjusted EBITDA estimates.

Separately, the company disclosed that Mehta plans to retire in February 2026 and that a search for his successor is underway. These personnel changes, combined with the recent insider stock activity and mixed analyst responses, underscore continuing investor focus on Chewy’s path to improved profitability.


Note: All transactions and figures referenced are drawn from the company’s public filings and referenced research notes.

Risks

  • Share-price volatility and recent 13.45% weekly decline expose equity investors to downside risk as the stock trades near its 52-week low - this primarily impacts equity and retail market participants.
  • Uncertainty around fourth-quarter margins could pressure adjusted EBITDA estimates, posing risks to analyst forecasts and investor expectations in the e-commerce and consumer retail sectors.
  • Leadership transition with the CTO planning to retire in February 2026 introduces execution risk for technology and operations initiatives until a successor is named.

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