Chewy awards RSUs to board director Nelson

Nelson James Larry reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nelson James Larry reported acquisition or exercise transactions in this Form 4 filing.

Chewy, Inc. director James Larry Nelson reported an equity compensation award and his holdings in Class A common stock. On July 9, 2026, he received a grant of 10,665 restricted stock units (RSUs) as compensation for service as a director. Each RSU represents a contingent right to receive one share of Chewy Class A common stock.

The RSUs vest on the earlier of the 2027 annual meeting of stockholders, one year from the grant date, or a change of control, in each case subject to his continued service on the Board. Following the grant, one line item shows 10,665 shares directly held related to this award, and another holding entry reports 24,686 shares of Class A common stock directly owned.

Filing Explained

Chewy disclosed a conditional 10,665-unit director award, not an issuance of common shares.

The July 13, 2026 Form 4 reports that director James Nelson received an award of 10,665 restricted stock units on July 9, 2026; the filing describes each unit as a contingent right to receive one Class A common share, so it reports a potential future share obligation rather than an issuance of those shares.

Form 4 code A identifies a grant or award, and the filing records the units at a price of $0.

The units vest on the earliest of Chewy's 2027 annual meeting, one year after the grant, or a change of control, in each case subject to continued service as a director through vesting.

Insider Trade Summary

Grant/Award: 10,665 shares

Grant/Award 2 txns

Insider Nelson James Larry

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	--	--	--

Holdings After Transaction: Class A Common Stock — 35,351 shares (Direct)

Footnotes (1)

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.

Key Figures

RSUs Granted: 10,665 units Grant Price: $0.00 per unit Shares Held (Holding Entry): 24,686 shares +2 more

5 metrics

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

Grant Price $0.00 per unit RSUs granted without cash payment as equity compensation

Shares Held (Holding Entry) 24,686 shares Class A common stock directly held in a reported holding entry

Shares Held (RSU Line) 10,665 shares Total shares following the RSU grant line item

Vesting End Points 2027 annual meeting / 1 year / change of control Alternative vesting triggers for the RSU award, subject to continued service

Key Terms

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

3 terms

restricted stock units financial

"Represents restricted stock units ("RSUs") granted to the reporting person"

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

"or (3) a change of control, each subject to the reporting person's continued"

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.

Class A common stock financial

"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 equity award did Chewy (CHWY) director James Larry Nelson receive?

James Larry Nelson received 10,665 restricted stock units (RSUs) of Chewy Class A common stock on July 9, 2026 as compensation for his service as a director.

When do the new Chewy (CHWY) RSUs granted to James Larry Nelson vest?

The 10,665 RSUs vest on the earlier of Chewy’s 2027 annual stockholders meeting, one year from July 9, 2026, or a change of control, subject to his continued Board service.

How many Chewy (CHWY) shares does James Larry Nelson hold after the reported transactions?

One reported line shows 24,686 shares of Chewy Class A common stock directly held, and a separate line shows 10,665 shares linked to the RSU award, both reported as direct ownership.

Is the Chewy (CHWY) RSU grant to James Larry Nelson a market purchase?

No. The 10,665 RSUs were a grant/award at a price of $0.00 per unit as director compensation, not an open-market stock purchase or sale.

What does each Chewy (CHWY) RSU granted to James Larry Nelson represent?

Each RSU represents a contingent right to receive one share of Chewy Class A common stock, deliverable upon meeting the specified vesting conditions in the award.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/13/2026 - 04:13 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^*

Nelson James Larry

(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								24,686	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.

	/s/ Da-Wai Hu, as Attorney-in-Fact for James Nelson	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)