Chewy director granted 10,665 RSUs in stock award

Nesbitt Martin H. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nesbitt Martin H. reported acquisition or exercise transactions in this Form 4 filing.

Chewy, Inc. director Martin H. Nesbitt reported an equity compensation grant and updated share holdings. He received 10,665 RSUs of Class A Common Stock on July 9, 2026 as compensation for his service on the board, at a stated price of $0.00 per share. These RSUs vest on the earlier of the 2027 annual stockholders’ meeting, one year from grant, or a change of control, subject to his continued board service. The filing also lists 7,043 and 19,477 shares/RSUs in separate direct positions, including vested RSUs that remain unsettled and will settle upon his departure from the board, death or disability, or a change in control.

Insider Trade Summary

Grant/Award: 10,665 shares

Grant/Award 3 txns

Insider Nesbitt Martin H.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	10,665	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock F2	--	--	--

Holdings After Transaction: Class A Common Stock — 37,185 shares (Direct)

Footnotes (2)

1. F1. Represents restricted stock units ("RSUs") granted to the reporting person on July 9, 2026 as compensation for service as a director. The RSUs will vest on the earlier of (1) the date of Chewy, Inc.'s annual meeting of stockholders in 2027, (2) one year from the date of grant, or (3) a change of control, each subject to the reporting person's continued service as a director on the Board of Directors of Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
2. F2. Represents vested RSUs that remain unsettled and will settle on the earliest of the date of the reporting person leaving the Board of Directors, the reporting person's death or disability, and a change in control of Chewy, Inc.

Key Figures

RSU grant: 10,665 RSUs Grant price: $0.00 per share Holdings bucket 1: 7,043 shares/RSUs +2 more

5 metrics

RSU grant 10,665 RSUs Restricted stock units granted on July 9, 2026 as director compensation

Grant price $0.00 per share Stated price per share for the 10,665 RSU equity award

Holdings bucket 1 7,043 shares/RSUs Direct Class A Common Stock/RSUs following one reported holding entry

Holdings bucket 2 19,477 shares/RSUs Direct Class A Common Stock/RSUs following a separate holding entry

Holdings from grant 10,665 shares/RSUs Direct Class A Common Stock/RSUs following the RSU grant transaction

Key Terms

restricted stock units, change of control, vested RSUs, Class A common stock

4 terms

restricted stock units financial

"Represents restricted stock units ("RSUs") granted to the reporting person on July 9, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

change of control financial

"the earlier of (1) the date ... or (3) a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

vested RSUs financial

"Represents vested RSUs that remain unsettled and will settle on the earliest of"

Class A common stock financial

"receive one share of Class A common stock of Chewy, Inc."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chewy (CHWY) director Martin H. Nesbitt report in this Form 4?

Martin H. Nesbitt reported a grant of 10,665 restricted stock units (RSUs) of Chewy Class A Common Stock as board compensation, plus updated direct holdings including vested but unsettled RSUs tied to his board service.

How many RSUs did Martin H. Nesbitt receive from Chewy (CHWY) and at what price?

He received 10,665 RSUs of Chewy Class A Common Stock on July 9, 2026 at a stated price of $0.00 per share, reflecting an equity compensation award rather than a market purchase transaction.

When do Martin H. Nesbitt’s new Chewy (CHWY) RSUs vest?

The 10,665 RSUs vest on the earlier of Chewy’s 2027 annual stockholders’ meeting, one year from the July 9, 2026 grant date, or a change of control, provided he continues serving on the board through vesting.

What additional Chewy (CHWY) equity holdings did Martin H. Nesbitt report?

He reported separate direct positions of 7,043 and 19,477 shares/RSUs of Class A Common Stock. A portion represents vested RSUs that remain unsettled and will settle upon board departure, death or disability, or a change in control.

Are Martin H. Nesbitt’s Chewy (CHWY) RSUs immediately settled into shares?

No. The 10,665 new RSUs vest on specified future events, and certain vested RSUs remain unsettled and will only settle into shares upon leaving the board, death or disability, or a change in control of Chewy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/13/2026 - 04:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Nesbitt Martin H.

(Last) (First) (Middle)

7700 WEST SUNRISE BOULEVARD

(Street)

PLANTATION FLORIDA 33322

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/09/2026		A		10,665(1)	A	$0	10,665	D
Class A Common Stock								19,477	D
Class A Common Stock								7,043(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the reporting person on July 9, 2026 as compensation for service as a director. The RSUs will vest on the earlier of (1) the date of Chewy, Inc.'s annual meeting of stockholders in 2027, (2) one year from the date of grant, or (3) a change of control, each subject to the reporting person's continued service as a director on the Board of Directors of Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.

2. Represents vested RSUs that remain unsettled and will settle on the earliest of the date of the reporting person leaving the Board of Directors, the reporting person's death or disability, and a change in control of Chewy, Inc.

	/s/ Da-Wai Hu, as Attorney-in-Fact for Martin H. Nesbitt	07/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)