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Chewy, Inc. (NYSE: CHWY) director receives 10,665 RSUs and updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STAR JAMES A reported acquisition or exercise transactions in this Form 4 filing.

Chewy, Inc. director James A. Star reported an equity compensation award and updated holdings in Class A common stock. He received a grant of 10,665 restricted stock units (RSUs) on July 9, 2026 as compensation for board service. 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, with each RSU delivering one share upon settlement. The filing also reports direct and indirect ownership positions, including shares held through Downstream Partners, LP via a family trust, for which he disclaims beneficial ownership beyond his pecuniary interest.

Positive

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Insider STAR JAMES A
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 10,665 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 10,665 shares (Direct); Class A Common Stock — 325,987 shares (Indirect, See footnote)
Footnotes (1)
  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. Represents shares of Class A Common Stock owned by Downstream Partners, LP, in which the reporting person and his spouse have an indirect interest through a family trust. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. 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.
RSU grant size 10,665 RSUs Restricted stock units granted on July 9, 2026 as director compensation
RSU grant price $0.0000 per share Reported transaction price per share for the 10,665 RSUs
Indirect holdings 325,987 shares Class A Common Stock held indirectly through Downstream Partners, LP
Direct holdings block 1 3,523 shares Direct Class A Common Stock position following reported transaction
Direct holdings block 2 159,724 shares Additional direct Class A Common Stock position following reported transaction
RSUs following grant 10,665 units Total RSUs reported as directly held after the July 9, 2026 award
RSU vesting outside date 2027 annual meeting / 1 year Vests on earlier of 2027 annual meeting, one year from grant, or change of control
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs") granted to the reporting person"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
change of control financial
"vest on the earlier of ... one year from the date of grant, 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.
pecuniary interest financial
"disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein"
unsettled financial
"Represents vested RSUs that remain unsettled and will settle on the earliest"
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the shares except"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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FAQ

What equity award did Chewy (CHWY) director James A. Star receive?

James A. Star received 10,665 restricted stock units (RSUs) of Chewy Class A common stock as compensation for serving on the Board of Directors, with each RSU representing a contingent right to one share.

When do the new RSUs for Chewy (CHWY) director James A. Star 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, if he continues serving on the board.

How many Chewy (CHWY) shares does James A. Star hold indirectly?

The filing reports 325,987 shares of Chewy Class A common stock held indirectly through Downstream Partners, LP, in which James A. Star and his spouse have an interest via a family trust, subject to a beneficial ownership disclaimer.

What direct Chewy (CHWY) share positions are reported for James A. Star?

The Form 4 lists direct holdings of 3,523 shares and 159,724 shares of Chewy Class A common stock, plus the new 10,665 RSUs reported as a separate direct position following the grant.

Does James A. Star’s Chewy (CHWY) Form 4 show any stock sales or purchases?

No open-market purchases or sales are reported. The filing records an RSU equity award and several holding entries reflecting direct and indirect ownership, without any buy or sell transactions.
SEC Form 4
FORM 4UNITED 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*
STAR JAMES A

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/09/2026A10,665(1)A$010,665D
Class A Common Stock159,724D
Class A Common Stock325,987(2)ISee footnote
Class A Common Stock3,523(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 shares of Class A Common Stock owned by Downstream Partners, LP, in which the reporting person and his spouse have an indirect interest through a family trust. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
3. 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 James A. Star07/13/2026
** Signature of Reporting PersonDate
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)