Chewy Inc SEC Filings

Chewy announced two significant transactions on June 20, 2025: a secondary offering and a stock repurchase. In the secondary offering, Buddy Chester Sub LLC, affiliated with BC Partners PE LP, sold 23,952,096 shares of Class A common stock at $41.95 per share. The underwriter, J.P. Morgan Securities, exercised their option to purchase an additional 3,592,815 shares.

Simultaneously, Chewy entered into a $100 million stock repurchase agreement with the seller, acquiring 2,395,210 shares at the same price per share as the secondary offering. These repurchased shares have been cancelled and retired. The repurchase was approved by a special committee of independent directors and executed outside of the company's existing share repurchase program.

Key Points:

• Chewy received no proceeds from the secondary offering
• Transaction closed on June 25, 2025
• Stock repurchase price matched secondary offering at $41.95 per share
• Legal opinion provided by Kirkland & Ellis LLP

Chewy announced a significant secondary offering where a selling securityholder is offering 23,952,096 shares of Class A Common Stock at $41.95 per share, totaling approximately $1 billion. Chewy will not receive any proceeds from this sale.

Key transaction details include:

• Concurrent with the offering, Chewy agreed to repurchase $100 million worth of shares (2,395,210 shares) from the selling securityholder at the same price
• The underwriter (J.P. Morgan) has an option to purchase up to 3,592,815 additional shares
• After the offering and repurchase, BCP Stockholder Parties will retain 193,351,255 shares of Class B common stock, representing approximately 46.8% of total outstanding shares and 89.8% of voting power

The transaction maintains Chewy's status as a "controlled company" under NYSE rules. The concurrent repurchase was approved by a special committee of independent directors and is separate from Chewy's existing $500 million share repurchase program.

Chewy has announced the pricing of an upsized public offering of 23,952,096 shares of Class A common stock by Buddy Chester Sub LLC (affiliated with BC Partners) at $41.95 per share. The underwriter has a 30-day option to purchase an additional 3,592,815 shares.

Key transaction details:

• Concurrent with the offering, Chewy will repurchase $100 million of its Class A shares at the same price as the offering
• The repurchase is separate from existing $500 million share repurchase program
• Post-transaction shareholding structure will change to approximately 219 million Class A shares and 193 million Class B shares
• J.P. Morgan is acting as sole underwriter

The offering and concurrent repurchase are expected to close by June 25, 2025. Chewy will not receive any proceeds from the offering. The transaction demonstrates significant ownership changes for the e-commerce pet products retailer, which currently partners with 3,200 brands and offers 130,000 products and services.

Chewy has announced a significant public offering where its largest shareholder, Buddy Chester Sub LLC (affiliated with BC Partners), will sell $1.0 billion of Class A common stock with an additional $150.0 million option for underwriters. J.P. Morgan is serving as the sole underwriter for this offering.

Key transaction details include:

• Chewy will concurrently repurchase $100.0 million of Class A common stock from the selling stockholder at the same price as the underwriters
• The repurchase is separate from Chewy's existing $500 million share repurchase program from May 2024
• Chewy will not receive any proceeds from the offering
• The concurrent repurchase is contingent on the offering's completion, but not vice versa

The company currently partners with 3,200 brands and offers approximately 130,000 products and services through its e-commerce platform, positioning itself as a leading online destination for pet products, supplies, and prescriptions.

Chewy, Inc. (NYSE: CHWY) has filed a Rule 424(b)(7) prospectus supplement covering a $1.0 billion secondary offering of Class A common stock. All shares are being sold by an existing majority holder (the “Selling Securityholder”) and no proceeds will go to the company. At the assumed price of $41.91, the transaction represents roughly 23.86 million shares.

Concurrent Repurchase: Chewy will separately buy back $100 million of Class A shares (≈2.39 million) from the Selling Securityholder at the same price in a private transaction. This buyback was approved by an independent board committee and does not count toward the company’s previously-authorized $500 million repurchase program.

Post-transaction ownership: After the offering and repurchase, the BCP Stockholder Parties are expected to hold 193.45 million Class B shares, equating to about 46.9% of total common shares but roughly 89.8% of voting power, so Chewy will remain a “controlled company” under NYSE rules. If the underwriter (J.P. Morgan) exercises its 30-day option to buy up to an additional $150 million of stock, BCP’s stake would fall marginally to 46.0% of shares and 89.5% of voting power.

Key mechanics:

• Offering size: $1.0 billion; optional additional $150 million.
• Pricing reference: $41.91 (last close 20 Jun 2025).
• Settlement expected on or about the closing date of the prospectus supplement.
• Chewy pays no underwriting fees on the shares it repurchases.

Investor considerations: The transaction increases free float and liquidity but introduces potential near-term selling pressure. The incremental $100 million buyback is modest (<1% of market cap at the assumed price) yet incrementally accretive. Governance remains tightly controlled by BCP despite the sale.