STOCK TITAN

[10-Q] Chewy, Inc. Quarterly Earnings Report

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Chewy, Inc. filed a Form 10-Q for the quarter ended August 3, 2025 presenting interim unaudited condensed consolidated financial information prepared under SEC rules. The company continues a $500 million board-authorized share repurchase program and completed repurchases including a $500 million June 2024 block and a $100 million concurrent repurchase in June 2025; during the 26 weeks ended August 3, 2025 it repurchased 3,689,685 Class A shares for $146.9 million and had $359.8 million remaining authorized for repurchase. Chewy maintains an $800 million ABL credit facility with $782.8 million borrowing capacity and had no outstanding borrowings as of August 3, 2025. The company recorded an income tax provision of $12.0 million and $27.5 million for the 13- and 26-week periods ended August 3, 2025, respectively, and maintained a full valuation allowance of $21.8 million against certain deferred tax assets. The filing discloses a receivable from BC Partners affiliates of $22.8 million related to tax indemnification and states legal matters are accrued when probable and estimable but could be material. Management concluded disclosure controls were effective as of August 3, 2025.

Chewy, Inc. ha depositato un modulo 10-Q relativo al trimestre chiuso il 3 agosto 2025, contenente informazioni finanziarie consolidate provvisorie non certificate redatte secondo le regole della SEC. La società mantiene un programma di riacquisto azioni autorizzato dal consiglio per $500 milioni e ha completato riacquisti tra cui un blocco da $500 milioni a giugno 2024 e un riacquisto concorrente da $100 milioni a giugno 2025; nelle 26 settimane chiuse il 3 agosto 2025 ha riacquistato 3.689.685 azioni di Classe A per $146,9 milioni e aveva ancora $359,8 milioni autorizzati per riacquisti. Chewy dispone di una linea di credito ABL da $800 milioni con una capacità di utilizzo di $782,8 milioni e non aveva indebitamenti in essere al 3 agosto 2025. La società ha registrato una previsione per imposte sul reddito di $12,0 milioni e $27,5 milioni per i periodi di 13 e 26 settimane terminati il 3 agosto 2025, rispettivamente, e ha mantenuto una svalutazione completa di $21,8 milioni su determinate attività fiscali differite. Il deposito rivela un credito verso affiliati di BC Partners di $22,8 milioni relativo a un’indennità fiscale e indica che le questioni legali vengono accantonate quando probabili e stimabili, ma potrebbero essere materialmente rilevanti. La direzione ha concluso che i controlli e le procedure di comunicazione erano efficaci al 3 agosto 2025.

Chewy, Inc. presentó un formulario 10-Q correspondiente al trimestre finalizado el 3 de agosto de 2025, que incluye información financiera consolidada interina no auditada preparada conforme a las normas de la SEC. La compañía mantiene un programa de recompra de acciones autorizado por la junta por $500 millones y completó recompras que incluyen un bloque de $500 millones en junio de 2024 y una recompra concurrente de $100 millones en junio de 2025; durante las 26 semanas finalizadas el 3 de agosto de 2025 recompró 3.689.685 acciones Clase A por $146,9 millones y le quedaban $359,8 millones autorizados para recomprar. Chewy dispone de una línea de crédito ABL de $800 millones con una capacidad de endeudamiento de $782,8 millones y no tenía saldos pendientes al 3 de agosto de 2025. La compañía registró una provisión por impuesto sobre la renta de $12,0 millones y $27,5 millones para los períodos de 13 y 26 semanas terminados el 3 de agosto de 2025, respectivamente, y mantuvo una provisión total de $21,8 millones sobre ciertos activos fiscales diferidos. El documento revela un saldo por cobrar de afiliadas de BC Partners de $22,8 millones relacionado con una indemnización fiscal y señala que los asuntos legales se provisionan cuando son probables y estimables, aunque podrían ser materiales. La dirección concluyó que los controles de divulgación eran efectivos al 3 de agosto de 2025.

Chewy, Inc.는 2025년 8월 3일로 마감된 분기에 대한 양식 10-Q를 제출했으며, 이는 SEC 규정에 따라 작성된 중간 미감사 연결재무정보를 제시합니다. 회사는 이사회 승인 $5억 규모의 자사주 매입 프로그램을 유지하고 있으며, 2024년 6월의 $5억 블록과 2025년 6월의 $1억 동시 매입을 포함한 매입을 완료했습니다. 2025년 8월 3일로 끝나는 26주 동안에 클래스 A 주식 3,689,685주를 $1억4,690만에 재매입했으며, 아직 $3억5,980만의 재매입 승인 잔액이 남아 있었습니다. Chewy는 $8억 ABL 신용시설을 보유하고 있으며 $7억8,280만의 차입 가능액이 있고 2025년 8월 3일 기준으로 미상환 차입금은 없었습니다. 회사는 2025년 8월 3일로 끝나는 13주 및 26주 기간에 대해 각각 $1,200만$2,750만의 법인세 비용을 계상했고, 특정 이연법인세자산에 대해 $2,180만의 전액 평가충당금을 유지했습니다. 제출서류는 세금 면책과 관련된 BC Partners 계열사에 대한 $2,280만의 미수금이 있음을 공시하며, 법적 사안은 개연성이 있고 추정 가능한 경우 충당금이 설정되지만 중대한 영향을 미칠 수 있음을 명시합니다. 경영진은 2025년 8월 3일 현재 공시 통제는 효과적이라고 결론지었습니다.

Chewy, Inc. a déposé un formulaire 10-Q pour le trimestre clos le 3 août 2025 présentant des informations financières consolidées intermédiaires non auditées préparées conformément aux règles de la SEC. La société poursuit un programme de rachat d'actions autorisé par le conseil de 500 M$ et a effectué des rachats incluant un bloc de 500 M$ en juin 2024 et un rachat concomitant de 100 M$ en juin 2025 ; au cours des 26 semaines closes le 3 août 2025, elle a racheté 3 689 685 actions de catégorie A pour 146,9 M$ et disposait de 359,8 M$ restant autorisés pour des rachats. Chewy dispose d'une facilité de crédit ABL de 800 M$ avec une capacité d'emprunt de 782,8 M$ et n'avait aucun emprunt en cours au 3 août 2025. La société a enregistré une charge d'impôt sur le revenu de 12,0 M$ et 27,5 M$ pour les périodes de 13 et 26 semaines closes le 3 août 2025, respectivement, et a maintenu une provision pour dépréciation complète de 21,8 M$ sur certains actifs d'impôt différé. Le dépôt révèle une créance envers des affiliés de BC Partners de 22,8 M$ liée à une indemnisation fiscale et indique que les litiges sont provisionnés lorsqu'ils sont probables et estimables, mais pourraient être significatifs. La direction a conclu que les contrôles d'information étaient efficaces au 3 août 2025.

Chewy, Inc. reichte einen Form 10-Q für das Quartal zum 3. August 2025 ein, der vorläufige, nicht geprüfte konsolidierte Finanzinformationen gemäß den SEC-Vorschriften enthält. Das Unternehmen setzt ein vom Vorstand genehmigtes Aktienrückkaufprogramm in Höhe von $500 Millionen fort und schloss Rückkäufe ab, darunter ein $500-Millionen-Block im Juni 2024 und einen gleichzeitigen Rückkauf von $100 Millionen im Juni 2025; in den 26 Wochen bis zum 3. August 2025 kaufte es 3.689.685 Class-A-Aktien für $146,9 Millionen zurück und hatte noch $359,8 Millionen zur Rückkaufautorisation zur Verfügung. Chewy unterhält eine ABL-Kreditfazilität über $800 Millionen mit einer verfügbaren Kreditlinie von $782,8 Millionen und hatte zum 3. August 2025 keine ausstehenden Kreditaufnahmen. Das Unternehmen verbuchte eine Ertragsteueraufwendung von $12,0 Millionen bzw. $27,5 Millionen für die 13- bzw. 26-Wochen-Zeiträume zum 3. August 2025 und behielt eine vollständige Bewertungszulage von $21,8 Millionen für bestimmte latente Steueransprüche bei. Die Einreichung nennt eine Forderung gegenüber BC Partners-Affiliates in Höhe von $22,8 Millionen im Zusammenhang mit einer Steuerentschädigung und weist darauf hin, dass Rechtsangelegenheiten aktiviert werden, wenn sie wahrscheinlich und schätzbar sind, aber materiell sein könnten. Das Management kam zu dem Schluss, dass die Offenlegungskontrollen per 3. August 2025 wirksam waren.

Positive
  • $800 million ABL credit facility with $782.8 million borrowing capacity and no outstanding borrowings as of August 3, 2025
  • Active share repurchase program with $359.8 million remaining authorized, demonstrating management's capital return actions
  • Management concluded disclosure controls and procedures were effective as of August 3, 2025
Negative
  • Company maintains a full valuation allowance of $21.8 million against certain deferred tax assets, indicating limited near-term tax benefit realizability
  • Receivable of $22.8 million from BC Partners affiliates is collectible only upon realization of certain tax liabilities, creating contingent recovery risk
  • Legal matters remain uncertain; company notes unfavorable resolutions could be material to financial condition

Insights

TL;DR: Active buybacks, strong unused ABL capacity, routine interim reporting; no borrowings and ongoing repurchases reflect capital allocation to reduce share count.

The filing highlights significant share repurchase activity, including prior block transactions and continued programmatic repurchases totaling $146.9 million during the latest 26-week period, with $359.8 million of repurchase authorization remaining. The absence of outstanding borrowings under the $800 million ABL facility and $782.8 million of borrowing capacity indicate preserved liquidity and availability of committed borrowing capacity. Income tax provisions were $12.0 million and $27.5 million for the 13- and 26-week periods, respectively. Share-based compensation and depreciation trends are disclosed; no material changes to market risk disclosures or internal controls were reported.

TL;DR: Tax and contingent-risk items warrant monitoring—indemnification receivable, valuation allowance, and legal contingencies carry uncertainty.

The company reports a $22.8 million receivable from BC Partners affiliates tied to tax indemnification that is collectible only upon realization of specific tax liabilities, and retains a $21.8 million valuation allowance against certain deferred tax assets. Management disclosed reliance on indemnities from transaction counterparties and noted legal matters are accrued when probable and estimable but remain unpredictable and potentially material. The company is evaluating recent tax accounting ASUs and the One Big Beautiful Bill Act's impact on future reporting.

Chewy, Inc. ha depositato un modulo 10-Q relativo al trimestre chiuso il 3 agosto 2025, contenente informazioni finanziarie consolidate provvisorie non certificate redatte secondo le regole della SEC. La società mantiene un programma di riacquisto azioni autorizzato dal consiglio per $500 milioni e ha completato riacquisti tra cui un blocco da $500 milioni a giugno 2024 e un riacquisto concorrente da $100 milioni a giugno 2025; nelle 26 settimane chiuse il 3 agosto 2025 ha riacquistato 3.689.685 azioni di Classe A per $146,9 milioni e aveva ancora $359,8 milioni autorizzati per riacquisti. Chewy dispone di una linea di credito ABL da $800 milioni con una capacità di utilizzo di $782,8 milioni e non aveva indebitamenti in essere al 3 agosto 2025. La società ha registrato una previsione per imposte sul reddito di $12,0 milioni e $27,5 milioni per i periodi di 13 e 26 settimane terminati il 3 agosto 2025, rispettivamente, e ha mantenuto una svalutazione completa di $21,8 milioni su determinate attività fiscali differite. Il deposito rivela un credito verso affiliati di BC Partners di $22,8 milioni relativo a un’indennità fiscale e indica che le questioni legali vengono accantonate quando probabili e stimabili, ma potrebbero essere materialmente rilevanti. La direzione ha concluso che i controlli e le procedure di comunicazione erano efficaci al 3 agosto 2025.

Chewy, Inc. presentó un formulario 10-Q correspondiente al trimestre finalizado el 3 de agosto de 2025, que incluye información financiera consolidada interina no auditada preparada conforme a las normas de la SEC. La compañía mantiene un programa de recompra de acciones autorizado por la junta por $500 millones y completó recompras que incluyen un bloque de $500 millones en junio de 2024 y una recompra concurrente de $100 millones en junio de 2025; durante las 26 semanas finalizadas el 3 de agosto de 2025 recompró 3.689.685 acciones Clase A por $146,9 millones y le quedaban $359,8 millones autorizados para recomprar. Chewy dispone de una línea de crédito ABL de $800 millones con una capacidad de endeudamiento de $782,8 millones y no tenía saldos pendientes al 3 de agosto de 2025. La compañía registró una provisión por impuesto sobre la renta de $12,0 millones y $27,5 millones para los períodos de 13 y 26 semanas terminados el 3 de agosto de 2025, respectivamente, y mantuvo una provisión total de $21,8 millones sobre ciertos activos fiscales diferidos. El documento revela un saldo por cobrar de afiliadas de BC Partners de $22,8 millones relacionado con una indemnización fiscal y señala que los asuntos legales se provisionan cuando son probables y estimables, aunque podrían ser materiales. La dirección concluyó que los controles de divulgación eran efectivos al 3 de agosto de 2025.

Chewy, Inc.는 2025년 8월 3일로 마감된 분기에 대한 양식 10-Q를 제출했으며, 이는 SEC 규정에 따라 작성된 중간 미감사 연결재무정보를 제시합니다. 회사는 이사회 승인 $5억 규모의 자사주 매입 프로그램을 유지하고 있으며, 2024년 6월의 $5억 블록과 2025년 6월의 $1억 동시 매입을 포함한 매입을 완료했습니다. 2025년 8월 3일로 끝나는 26주 동안에 클래스 A 주식 3,689,685주를 $1억4,690만에 재매입했으며, 아직 $3억5,980만의 재매입 승인 잔액이 남아 있었습니다. Chewy는 $8억 ABL 신용시설을 보유하고 있으며 $7억8,280만의 차입 가능액이 있고 2025년 8월 3일 기준으로 미상환 차입금은 없었습니다. 회사는 2025년 8월 3일로 끝나는 13주 및 26주 기간에 대해 각각 $1,200만$2,750만의 법인세 비용을 계상했고, 특정 이연법인세자산에 대해 $2,180만의 전액 평가충당금을 유지했습니다. 제출서류는 세금 면책과 관련된 BC Partners 계열사에 대한 $2,280만의 미수금이 있음을 공시하며, 법적 사안은 개연성이 있고 추정 가능한 경우 충당금이 설정되지만 중대한 영향을 미칠 수 있음을 명시합니다. 경영진은 2025년 8월 3일 현재 공시 통제는 효과적이라고 결론지었습니다.

Chewy, Inc. a déposé un formulaire 10-Q pour le trimestre clos le 3 août 2025 présentant des informations financières consolidées intermédiaires non auditées préparées conformément aux règles de la SEC. La société poursuit un programme de rachat d'actions autorisé par le conseil de 500 M$ et a effectué des rachats incluant un bloc de 500 M$ en juin 2024 et un rachat concomitant de 100 M$ en juin 2025 ; au cours des 26 semaines closes le 3 août 2025, elle a racheté 3 689 685 actions de catégorie A pour 146,9 M$ et disposait de 359,8 M$ restant autorisés pour des rachats. Chewy dispose d'une facilité de crédit ABL de 800 M$ avec une capacité d'emprunt de 782,8 M$ et n'avait aucun emprunt en cours au 3 août 2025. La société a enregistré une charge d'impôt sur le revenu de 12,0 M$ et 27,5 M$ pour les périodes de 13 et 26 semaines closes le 3 août 2025, respectivement, et a maintenu une provision pour dépréciation complète de 21,8 M$ sur certains actifs d'impôt différé. Le dépôt révèle une créance envers des affiliés de BC Partners de 22,8 M$ liée à une indemnisation fiscale et indique que les litiges sont provisionnés lorsqu'ils sont probables et estimables, mais pourraient être significatifs. La direction a conclu que les contrôles d'information étaient efficaces au 3 août 2025.

Chewy, Inc. reichte einen Form 10-Q für das Quartal zum 3. August 2025 ein, der vorläufige, nicht geprüfte konsolidierte Finanzinformationen gemäß den SEC-Vorschriften enthält. Das Unternehmen setzt ein vom Vorstand genehmigtes Aktienrückkaufprogramm in Höhe von $500 Millionen fort und schloss Rückkäufe ab, darunter ein $500-Millionen-Block im Juni 2024 und einen gleichzeitigen Rückkauf von $100 Millionen im Juni 2025; in den 26 Wochen bis zum 3. August 2025 kaufte es 3.689.685 Class-A-Aktien für $146,9 Millionen zurück und hatte noch $359,8 Millionen zur Rückkaufautorisation zur Verfügung. Chewy unterhält eine ABL-Kreditfazilität über $800 Millionen mit einer verfügbaren Kreditlinie von $782,8 Millionen und hatte zum 3. August 2025 keine ausstehenden Kreditaufnahmen. Das Unternehmen verbuchte eine Ertragsteueraufwendung von $12,0 Millionen bzw. $27,5 Millionen für die 13- bzw. 26-Wochen-Zeiträume zum 3. August 2025 und behielt eine vollständige Bewertungszulage von $21,8 Millionen für bestimmte latente Steueransprüche bei. Die Einreichung nennt eine Forderung gegenüber BC Partners-Affiliates in Höhe von $22,8 Millionen im Zusammenhang mit einer Steuerentschädigung und weist darauf hin, dass Rechtsangelegenheiten aktiviert werden, wenn sie wahrscheinlich und schätzbar sind, aber materiell sein könnten. Das Management kam zu dem Schluss, dass die Offenlegungskontrollen per 3. August 2025 wirksam waren.

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

FORM 10-Q
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 3, 2025
or
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 001-38936
Chewy_Logo.jpg
CHEWY, INC.
(Exact name of registrant as specified in its charter)
Delaware90-1020167
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
7700 West Sunrise Boulevard, Plantation, Florida
33322
(Address of principal executive offices)(Zip Code)
(786) 320-7111
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per shareCHWYNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒
ClassOutstanding as of September 3, 2025
Class A Common Stock, $0.01 par value per share225,061,523
Class B Common Stock, $0.01 par value per share189,758,441


CHEWY, INC.
FORM 10-Q
For the Quarterly Period Ended August 3, 2025

TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets as of August 3, 2025 and February 2, 2025
3
Condensed Consolidated Statements of Operations and Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024
4
Condensed Consolidated Statements of Stockholders’ Equity for the Thirteen and Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024
5
Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
27
Item 4.
Controls and Procedures
27
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
27
Item 1A.
Risk Factors
27
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
28
Item 5.
Other Information
28
Item 6.
Exhibits
29
SIGNATURES
30




PART I. FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2025 contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our share repurchase program, our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words.

Although we believe that the forward-looking statements contained in this Quarterly Report on Form 10-Q are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including but not limited to, our ability to:
sustain our recent growth rates and successfully manage challenges to our future growth, including introducing new products or services, improving existing products and services, and expanding into new jurisdictions and offerings;
successfully respond to business disruptions;
successfully manage risks related to the macroeconomic environment, including any adverse impacts on our business operations, financial performance, supply chain, workforce, facilities, customer services and operations;
acquire and retain new customers in a cost-effective manner and increase our net sales, improve margins and maintain profitability;
manage our growth effectively;
maintain positive perceptions of the Company and preserve, grow and leverage the value of our reputation and our brand;
limit operating losses as we continue to expand our business;
forecast net sales and appropriately plan our expenses in the future;
estimate our market share;
strengthen our current supplier relationships, retain key suppliers and source additional suppliers;
negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships with such parties;
mitigate changes in, or disruptions to, our shipping arrangements and operations;
optimize, operate and manage the expansion of the capacity of our fulfillment centers;
provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology;
limit our losses related to online payment methods;
maintain and scale our technology, the reliability of our websites, mobile applications, and network infrastructure, including through the use of artificial intelligence;
maintain adequate cybersecurity with respect to our systems and retain third-party service providers that do the same with respect to their systems;
maintain consumer confidence in the safety, quality and health of our products;
limit risks associated with our suppliers and our outsourcing partners;
comply with existing or future laws and regulations in a cost-efficient manner;
utilize net operating loss and tax credit carryforwards, and other tax attributes;
adequately protect our intellectual property rights;
successfully defend ourselves against any allegations or claims that we may be subject to;
attract, develop, motivate and retain highly-qualified and skilled employees;
respond to economic conditions, industry trends, and market conditions, and their impact on the pet products market;
reduce merchandise returns or refunds;
respond to severe weather and limit disruption to normal business operations;
manage new acquisitions, investments or alliances, and integrate them into our existing business;
successfully compete in new offerings;
manage challenges presented by international markets;
successfully compete in the pet products and services health and retail industry, especially in the e-commerce sector;
comply with the terms of our credit facility;
raise capital as needed; and
maintain effective internal control over financial reporting.

1



You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current assumptions, expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, in our other filings with the Securities and Exchange Commission, our subsequent quarterly reports, and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), filings with the Securities and Exchange Commission (the “SEC”), press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

2



Item 1. Financial Statements (Unaudited)

CHEWY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)

As of
August 3,
2025
February 2,
2025
Assets(Unaudited)
Current assets:
Cash and cash equivalents$591.8 $595.8 
Accounts receivable221.2 169.0 
Inventories874.6 836.7 
Prepaid expenses and other current assets94.3 60.9 
Total current assets1,781.9 1,662.4 
Property and equipment, net554.6 562.2 
Operating lease right-of-use assets442.4 450.4 
Goodwill39.4 39.4 
Deferred tax assets257.5 257.5 
Other non-current assets43.0 42.6 
Total assets$3,118.8 $3,014.5 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$1,226.0 $1,175.9 
Accrued expenses and other current liabilities967.2 1,030.8 
Total current liabilities2,193.2 2,206.7 
Operating lease liabilities494.1 502.4 
Other long-term liabilities41.6 43.9 
Total liabilities2,728.9 2,753.0 
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding as of August 3, 2025 and February 2, 2025
  
Class A common stock, $0.01 par value per share, 1,500,000,000 shares authorized, 224,757,113 and 193,892,875 shares issued and outstanding as of August 3, 2025 and February 2, 2025, respectively
2.2 1.9 
Class B common stock, $0.01 par value per share, 395,000,000 shares authorized, 189,758,441 and 219,698,561 shares issued and outstanding as of August 3, 2025 and February 2, 2025, respectively
1.9 2.2 
Additional paid-in capital1,843.6 1,840.2 
Accumulated deficit(1,458.5)(1,582.9)
Accumulated other comprehensive income0.7 0.1 
Total stockholders’ equity389.9 261.5 
Total liabilities and stockholders’ equity$3,118.8 $3,014.5 

See accompanying Notes to Condensed Consolidated Financial Statements.
3




CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in millions, except per share data)
(Unaudited)

13 Weeks Ended26 Weeks Ended
August 3,
2025
July 28,
2024
August 3,
2025
July 28,
2024
Net sales$3,104.2 $2,858.6 $6,220.2 $5,736.3 
Cost of goods sold2,162.0 2,014.8 4,354.2 4,038.5 
Gross profit942.2 843.8 1,866.0 1,697.8 
Operating expenses:
Selling, general and administrative671.9 621.2 1,325.0 1,223.8 
Advertising and marketing200.6 190.5 394.4 377.3 
Total operating expenses872.5 811.7 1,719.4 1,601.1 
Income from operations69.7 32.1 146.6 96.7 
Interest and other income, net4.3 14.4 5.3 28.2 
Income before income tax provision (benefit)74.0 46.5 151.9 124.9 
Income tax provision (benefit)12.0 (252.6)27.5 (241.1)
Net income$62.0 $299.1 $124.4 $366.0 
Comprehensive income:
Net income$62.0 $299.1 $124.4 $366.0 
Foreign currency translation adjustments0.2 0.3 0.6 0.7 
Comprehensive income$62.2 $299.4 $125.0 $366.7 
Earnings per share attributable to common Class A and Class B stockholders:
Basic$0.15 $0.70 $0.30 $0.85 
Diluted$0.14 $0.68 $0.29 $0.84 
Weighted-average common shares used in computing earnings per share:
Basic414.2 429.4 413.9 432.1 
Diluted428.4 437.9 426.8 437.2 

See accompanying Notes to Condensed Consolidated Financial Statements.


4




CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(Unaudited)

13 Weeks Ended August 3, 2025
Class A and Class B Common StockAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income
Total Stockholders’ Equity
Shares Amount
Balance as of May 4, 2025415.1 $4.2 $1,891.4 $(1,520.5)$0.5 $375.6 
Share-based compensation expense— — 75.9 — — 75.9 
Vesting of share-based compensation awards2.5 — — — — — 
Repurchases of common stock(3.1)(0.1)(123.7)— — (123.8)
Net income— — — 62.0 — 62.0 
Other comprehensive income— — — — 0.2 0.2 
Balance as of August 3, 2025414.5 $4.1 $1,843.6 $(1,458.5)$0.7 $389.9 
13 Weeks Ended July 28, 2024
Class A and Class B Common StockAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income
Total Stockholders’ Equity
Shares Amount
Balance as of April 28, 2024435.4 $4.4 $2,547.3 $(1,908.7)$ $643.0 
Share-based compensation expense— — 81.6 — — 81.6 
Vesting of share-based compensation awards1.1 — — — — — 
Repurchases of common stock(18.9)(0.2)(537.0)— — (537.2)
Net income— — — 299.1 — 299.1 
Other comprehensive income— — — — 0.3 0.3 
Balance as of July 28, 2024417.6 $4.2 $2,091.9 $(1,609.6)$0.3 $486.8 

26 Weeks Ended August 3, 2025
Class A and Class B Common StockAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total Stockholders’ Equity
Shares Amount
Balance as of February 2, 2025413.6 $4.1 $1,840.2 $(1,582.9)$0.1 $261.5 
Share-based compensation expense— — 150.4 — — 150.4 
Vesting of share-based compensation awards4.6 0.1 (0.1)— —  
Repurchases of common stock(3.7)(0.1)(146.9)— — (147.0)
Net income— — — 124.4 — 124.4 
Other comprehensive income— — — — 0.6 0.6 
Balance as of August 3, 2025414.5 $4.1 $1,843.6 $(1,458.5)$0.7 $389.9 
26 Weeks Ended July 28, 2024
Class A and Class B Common StockAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total Stockholders’ Equity
Shares Amount
Balance as of January 28, 2024431.8 $4.3 $2,482.0 $(1,975.6)$(0.4)$510.3 
Share-based compensation expense— — 147.0 — — 147.0 
Vesting of share-based compensation awards4.7 0.1 (0.1)— —  
   Repurchases of common stock(18.9)(0.2)(537.0)— — (537.2)
   Net income— — — 366.0 — 366.0 
Other comprehensive income— — — — 0.7 0.7 
Balance as of July 28, 2024417.6 $4.2 $2,091.9 $(1,609.6)$0.3 $486.8 

See accompanying Notes to Condensed Consolidated Financial Statements.
5




CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

26 Weeks Ended
August 3,
2025
July 28,
2024
Cash flows from operating activities
Net income$124.4 $366.0 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization62.1 56.5 
Share-based compensation expense150.4 147.0 
Non-cash lease expense17.4 16.2 
Deferred income tax benefit (275.7)
Unrealized foreign currency (gains) losses, net(0.2)1.0 
Other adjustments5.8 (1.9)
Net change in operating assets and liabilities:
Accounts receivable(52.1)(47.0)
Inventories(37.5)(84.2)
Prepaid expenses and other current assets(32.2)(5.2)
Other non-current assets 2.0 
Trade accounts payable50.0 74.9 
Accrued expenses and other current liabilities(49.8)(28.5)
Operating lease liabilities (16.9)(16.8)
Other long-term liabilities(1.1)1.0 
Net cash provided by operating activities220.3 205.3 
Cash flows from investing activities
Capital expenditures(65.7)(61.2)
Proceeds from maturities of marketable securities 538.4 
Other investing activities(5.2) 
Net cash (used in) provided by investing activities(70.9)477.2 
Cash flows from financing activities
Repurchases of common stock(152.6)(532.0)
Proceeds from, net of income taxes paid for, parent reorganization transaction2.3 (57.5)
Payments of secondary offering costs(0.7) 
Principal repayments of finance lease obligations(0.1)(0.5)
Other financing activities
(2.9) 
Net cash used in financing activities(154.0)(590.0)
Effect of exchange rate changes on cash and cash equivalents0.6 (0.2)
Net (decrease) increase in cash and cash equivalents(4.0)92.3 
Cash and cash equivalents, as of beginning of period595.8 602.2 
Cash and cash equivalents, as of end of period$591.8 $694.5 
See accompanying Notes to Condensed Consolidated Financial Statements.
6



CHEWY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.Description of Business

Chewy, Inc. and its wholly-owned subsidiaries (collectively “Chewy” or the “Company”) is primarily an e-commerce business geared toward pet products and services. Chewy serves its customers through its retail websites, and its mobile applications and focuses on delivering exceptional customer service, competitive prices, outstanding convenience (including Chewy’s Autoship subscription program, fast shipping, and hassle-free returns), and a large selection of high-quality pet food, treats and supplies, and pet healthcare products and services.

As of September 3, 2025, BC Partners Advisors LP (“BC Partners”) and its affiliates, La Caisse de dépôt et placement du Québec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP and funds advised by Longview Asset Management, LLC (collectively, the “Sponsors”) control a majority of the voting power of our outstanding common stock. As a result, we are considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

On October 30, 2023 (the “Closing Date”), the Company entered into certain transactions (the “Transactions”) with affiliates of BC Partners pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). The Transactions resulted in such affiliates restructuring their ownership interests in the Company and Chewy Pharmacy KY, LLC (“Chewy Pharmacy KY”) becoming an indirect wholly-owned subsidiary of the Company.

On the Closing Date, affiliates of BC Partners transferred $1.9 billion to the Company to be used to fund: (i) tax obligations of its affiliates that were inherited by the Company as a result of the Transactions and (ii) expenses incurred by the Company in connection with the Transactions. The Merger Agreement requires affiliates of BC Partners to indemnify the Company for certain tax liabilities and includes customary indemnifications related to the Transactions. For additional information, see Note 10 - Income Taxes and Note 12 - Certain Relationships and Related Party Transactions.

2.    Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The Company’s accompanying unaudited condensed consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The unaudited condensed consolidated financial statements and notes thereto of Chewy, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).

All adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the quarterly period ended August 3, 2025 are not necessarily indicative of the results for the entire fiscal year. The unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2025 should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2025 (“10-K Report”).

Fiscal Year

The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2025 fiscal year ends on February 1, 2026 and is a 52-week year. The Company’s 2024 fiscal year ended February 2, 2025 and was a 53-week year.

Significant Accounting Policies

There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the 10-K Report.

7



Use of Estimates

GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.

Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Accrued Expenses and Other Current Liabilities

The following table presents the components of accrued expenses and other current liabilities (in millions):

As of
August 3, 2025February 2, 2025
Outbound fulfillment$477.4 $512.1 
Advertising and marketing133.4 146.3 
Payroll liabilities57.1 89.9 
Accrued expenses and other299.3 282.5 
Total accrued expenses and other current liabilities$967.2 $1,030.8 

Stockholders’ Equity

Share Repurchases

The total cost of repurchased shares of common stock in excess of par value, including the cost of commissions and excise taxes, is recorded to additional paid-in capital. The total cost for share repurchases executed and unpaid, as well as the cost of unpaid commissions and excise taxes, are included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.

Share Repurchase Program

On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of its Class A common stock, par value $0.01 per share (the “Class A common stock”), and/or Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “common stock”), pursuant to a share repurchase program (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, through repurchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or other means. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. The Repurchase Program does not require the Company to repurchase any specific dollar amount or to acquire any specific number of shares of common stock. The Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time.

June 2024 Stock Repurchase Agreement

On June 26, 2024, the Company entered into an agreement (the “June 2024 Stock Repurchase Agreement”) with Buddy Chester Sub LLC (the “Seller”), an entity affiliated with the Sponsors, to repurchase an aggregate of 17,550,000 shares of Class A common stock at a price per share of $28.49, resulting in an aggregate repurchase price of $500 million (the “June 2024 Stock Repurchase”). The June 2024 Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.
8


June 2025 Secondary Offering and Concurrent Stock Repurchase

On June 23, 2025, the Company entered into an underwriting agreement with the Seller and J.P. Morgan Securities LLC (the “Underwriter”), relating to the offer and sale by the Seller of 23,952,096 shares of Class A common stock at a price to the public of $41.95 per share (the “June 2025 Secondary Offering”). In addition, the Seller granted the Underwriter a 30-day option to purchase up to an additional 3,592,815 shares of Class A common stock, which the Underwriter exercised on June 24, 2025 with respect to 3,592,814 shares of Class A common stock (the “June 2025 Option Shares Offering”). The Company did not sell any shares of Class A common stock and did not receive any proceeds in connection with either of the June 2025 Secondary Offering or the June 2025 Option Shares Offering. Additionally, on June 20, 2025, the Company entered into an agreement (the “June 2025 Concurrent Stock Repurchase Agreement”) with the Seller, to repurchase $100 million of shares of Class A common stock from the Seller at a price per share equal to the per share purchase price paid by the Underwriter in the June 2025 Secondary Offering, resulting in the repurchase of an aggregate of 2,395,210 shares of Class A common stock at a price per share of $41.75 (the “June 2025 Concurrent Stock Repurchase”). The June 2025 Concurrent Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The June 2025 Secondary Offering, June 2025 Option Shares Offering, and June 2025 Concurrent Stock Repurchase closed on June 25, 2025.

Share Repurchase Activity

During the twenty-six weeks ended August 3, 2025, 1,294,475 and 2,395,210 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2025 Concurrent Stock Repurchase for a total cost of $46.9 million and $100.0 million, respectively, excluding the cost of commissions and excise taxes. The authorized value of shares available to be repurchased under the Repurchase Program excludes the cost of commissions and excise taxes and as of August 3, 2025, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $359.8 million.

As of February 2, 2025, the total unpaid cost of share repurchases was $5.6 million, which included $5.1 million for excise taxes. During the twenty-six weeks ended August 3, 2025, the Company paid $5.7 million for excise taxes, accrued repurchases, and commissions.

During the twenty-six weeks ended July 28, 2024, 1,321,502 and 17,550,000 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2024 Stock Repurchase for a total cost of $32.7 million and $500.0 million, respectively, excluding the cost of commissions and excise taxes.

Conversion of Class B Common Stock

On June 26, 2024, Buddy Chester Sub LLC converted 17,550,000 shares of Class B common stock into Class A common stock contemporaneously with the execution and delivery of the Stock Repurchase Agreement.

On June 27, 2024, Buddy Chester Sub LLC converted 5,328,543 shares of Class B common stock into Class A common stock and sold such Class A common stock.

On July 1, 2024, Buddy Chester Sub LLC converted 1,338,262 shares of the Class B common stock into Class A common stock and sold such Class A common stock.

On June 25, 2025, Buddy Chester Sub LLC converted 29,940,120 shares of Class B common stock into Class A common stock contemporaneously with the closing of the June 2025 Secondary Offering, June 2025 Option Shares Offering, and June 2025 Concurrent Stock Repurchase.


9


Interest and Other Income (Expense), net

The Company generates interest income from its cash and cash equivalents and marketable securities and incurs interest expense in relation to its borrowing facilities, finance leases, and uncertain tax positions. The following table provides additional information about the Company’s interest income (expense), net (in millions):

13 Weeks Ended26 Weeks Ended
August 3, 2025July 28, 2024August 3, 2025July 28, 2024
Interest income$5.3 $14.5 $9.8 $30.3 
Interest expense(1.4)(1.6)(2.7)(2.9)
Interest income, net$3.9 $12.9 $7.1 $27.4 

The Company made interest cash payments of $1.2 million and $1.5 million during the twenty-six weeks ended August 3, 2025 and July 28, 2024, respectively.

The Company’s other income (expense), net consists of: (i) changes in the fair value of equity warrants, investments, and tax indemnification receivables, (ii) foreign currency transaction gains and losses, and (iii) allowances for credit losses. The following table provides additional information about the Company’s other income (expense), net (in millions):

13 Weeks Ended26 Weeks Ended
August 3, 2025July 28, 2024August 3, 2025July 28, 2024
Change in fair value of tax indemnification receivables
$0.6 $0.5 $1.1 $1.0 
Foreign currency transaction losses
(0.2)(0.4)(0.3)(0.9)
Change in fair value of equity warrants 1.2 (2.6)0.5 
Change in fair value of equity investments0.20.2
Other income (expense), net$0.4 $1.5 $(1.8)$0.8 

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update became effective with the Company’s Fiscal Year 2024 annual reporting period and with the Company’s Fiscal Year 2025 interim reporting periods. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and resulted in additional segment disclosures within Note 8 – Segment Information.

Recently Issued Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Company’s 2027 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.




10


3.    Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during the thirteen and twenty-six weeks ended August 3, 2025. Further, as of August 3, 2025, the Company did not record an allowance for credit losses related to its fixed income securities.
Vested equity warrants and equity investments in public companies that have readily determinable fair values are carried at fair value and are classified as marketable securities within Level 1 because they are valued using quoted market prices.

Marketable securities are included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets, are carried at fair value, and are classified within Level 1 because they are valued using quoted market prices.

Unvested equity warrants are classified within Level 3 of the fair value hierarchy as they are valued based on observable and unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. The Company utilized certain valuation techniques, such as the Black-Scholes option-pricing model and the Monte Carlo simulation model, to determine the fair value of unvested equity warrants. The application of these models requires the use of a number of complex assumptions based on unobservable inputs, including the expected term, expected equity volatility, discounts for lack of marketability, cash flow projections, and probability with respect to vesting requirements. Equity warrants are transferred from Level 3 to Level 1 of the fair value hierarchy upon vesting as they are no longer valued based on unobservable inputs.

The following table includes a summary of financial instruments measured at fair value as of August 3, 2025 (in millions):

Level 1Level 2Level 3
Cash$492.8 $ $ 
U.S. Treasury securities99.0   
Cash and cash equivalents591.8   
Equity investments1.2   
Marketable securities1.2   
Total financial instruments$593.0 $ $ 

The following table includes a summary of financial instruments measured at fair value as of February 2, 2025 (in millions):

Level 1Level 2Level 3
Cash$595.8 $ $ 
Cash and cash equivalents595.8   
Equity investments0.9   
Marketable securities0.9   
Unvested equity warrants4.9 
Total financial instruments$596.7 $ $4.9 
11


The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in millions):
26 Weeks Ended
August 3, 2025July 28, 2024
Beginning balance$4.9 $2.2 
Equity warrants terminated
(4.9) 
Change in fair value of unvested equity warrants 4.0 
Equity warrants vested (3.2)
Ending balance$ $3.0 

As of February 2, 2025, the deferred credit subject to vesting and performance requirements recognized within other long-term liabilities in exchange for the equity warrants was $4.5 million. Level 3 significant unobservable inputs used in the fair value measurement of unvested equity warrants included probability of vesting and equity volatility, and reflected a weighted average of 0% and 56% as of August 3, 2025, respectively.

4.    Property and Equipment, net

The following is a summary of property and equipment, net (in millions):

As of
August 3, 2025February 2, 2025
Furniture, fixtures and equipment$247.3 $208.3 
Computer equipment82.4 78.0 
Internal-use software252.6 230.0 
Leasehold improvements388.0 327.9 
Construction in progress55.9 130.1 
1,026.2 974.3 
Less: accumulated depreciation and amortization471.6 412.1 
Property and equipment, net$554.6 $562.2 

Internal-use software includes labor and license costs associated with software development for internal use and is amortized using the straight-line method over the estimated useful life of the software. The following is a summary of internal-use software, net (in millions):

As of
August 3, 2025February 2, 2025
Internal-use software$252.6 $230.0 
Less: accumulated amortization144.6 125.1 
Internal-use software, net$108.0 $104.9 

Construction in progress is stated at cost, which includes the cost of construction and other directly attributable costs. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use.

For the thirteen weeks ended August 3, 2025 and July 28, 2024, the Company recorded depreciation expense on property and equipment of $21.7 million and $18.1 million, respectively, and amortization expense related to internal-use software costs of $10.4 million and $9.4 million, respectively. For the twenty-six weeks ended August 3, 2025 and July 28, 2024, the Company recorded depreciation expense on property and equipment of $41.4 million and $36.2 million, respectively, and amortization expense related to internal-use software costs of $20.5 million and $18.3 million, respectively. The aforementioned depreciation and amortization expenses were included within selling, general and administrative expenses in the condensed consolidated statements of operations.

12


5.    Commitments and Contingencies

Legal Matters

Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

6.    Debt

ABL Credit Facility

The Company has a senior secured asset-based credit facility ( the “ABL Credit Facility”), which matures on April 1, 2030 following an amendment entered into on April 1, 2025, and provides for non-amortizing revolving loans in an aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount up to the sum of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions.

Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either a base rate or a term Secured Overnight Financing Rate (“SOFR”) (with no credit spread adjustment) at the Company’s option, plus a margin determined based on the Company's average excess availability, which is either (i) 0.25%, 0.50%, or 0.75% for borrowings at the base rate, or (ii) 1.25%, 1.50%, or 1.75% for SOFR borrowings. The Company is required to pay a commitment fee of 0.25% per annum with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. The ABL Credit Facility contains customary affirmative and negative covenants, all of which the Company is in compliance with. Based on the Company’s borrowing base as of August 3, 2025, which is reduced by standby letters of credit, the Company had $782.8 million of borrowing capacity under the ABL Credit Facility. As of August 3, 2025 and February 2, 2025, the Company did not have any outstanding borrowings under the ABL Credit Facility, respectively.

7.    Leases

The Company leases all of its fulfillment and customer service centers and corporate offices under non-cancelable operating lease agreements. The terms of the Company’s real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service center, veterinary clinic, and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases expire at various dates through 2025.

The Company’s finance leases as of August 3, 2025 and February 2, 2025 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets.

The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in millions):

As of
LeasesBalance Sheet ClassificationAugust 3, 2025February 2, 2025
Assets
OperatingOperating lease right-of-use assets$442.4 $450.4 
Total operating lease assets$442.4 $450.4 
Liabilities
Current
OperatingAccrued expenses and other current liabilities$35.3 $33.5 
Non-current
OperatingOperating lease liabilities494.1 502.4 
Total operating lease liabilities$529.4 $535.9 

13


For the twenty-six weeks ended August 3, 2025 and July 28, 2024, assets acquired in exchange for new operating lease liabilities were $10.4 million and $6.5 million, respectively. Lease expense primarily relates to operating lease costs and were included within selling, general and administrative expenses in the condensed consolidated statements of operations. Lease expense for the thirteen weeks ended August 3, 2025 and July 28, 2024 was $27.0 million and $26.8 million, respectively. Lease expense for the twenty-six weeks ended August 3, 2025 and July 28, 2024 was $54.2 million and $53.1 million, respectively.

Cash flows used in operating activities related to operating leases were approximately $54.0 million and $52.0 million for the twenty-six weeks ended August 3, 2025 and July 28, 2024, respectively.

8.    Segment Information

The Company operates in one operating segment and one reportable segment organized around the sale of pet products and services, as the Chief Operating Decision Maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM utilizes gross profit and net income as the measures of segment profit.

The following table presents information about the Company’s measures of segment profit and significant segment expenses regularly provided to the CODM (in millions):

13 Weeks Ended26 Weeks Ended
August 3, 2025July 28, 2024August 3, 2025July 28, 2024
Net sales$3,104.2 $2,858.6 $6,220.2 $5,736.3 
Cost of goods sold2,162.0 2,014.8 4,354.2 4,038.5 
Gross profit942.2 843.8 1,866.0 1,697.8 
Segment expenses (income/benefit)
Fulfillment costs
360.3 317.2 706.7 627.0 
Share-based compensation expense and related taxes
79.1 82.5 157.1 152.0 
Depreciation and amortization
32.1 28.5 62.1 56.5 
Other selling, general, and administrative expenses
200.4 193.0 399.1 388.3 
Advertising and marketing expenses
200.6 190.5 394.4 377.3 
Income tax provision (benefit)12.0 (252.6)27.5 (241.1)
Interest and other income, net(4.3)(14.4)(5.3)(28.2)
Net income$62.0 $299.1 $124.4 $366.0 

The CODM does not regularly review asset information by reportable segment, and therefore the Company does not report asset information by reportable segment.

9.    Share-Based Compensation

2024 Omnibus Incentive Plan

In July 2024, the Company’s stockholders approved the Chewy, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) replacing the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2024 Plan became effective on July 11, 2024 and the maximum number of shares of Class A common stock that may be covered by awards granted under the 2024 Plan may not exceed the aggregate total of (i) 80.0 million shares plus (ii) the number of shares remaining available for new awards under the 2022 Plan as of the effective date, up to 3.1 million shares. Following the effective date, any shares subject to an award under the 2022 Plan or the 2024 Plan that expires or are canceled, forfeited, or terminated without the issuance of the full number of shares to which the award related will again be available for issuance under the 2024 Plan. No awards may be granted under the 2024 Plan after July 2034. The 2024 Plan provides for grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively, the “awards”). The awards may be granted to (i) the Company’s employees, consultants, and non-employee directors, (ii) employees of the Company’s affiliates and subsidiaries, and (iii) consultants of the Company’s affiliates.


14


Service-Based Awards

The Company granted restricted stock units with service-based vesting conditions (“RSUs”) which vested subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounted for forfeitures as they occur.

Service-Based Awards Activity

The following table summarizes the activity related to the Company’s RSUs for the twenty-six weeks ended August 3, 2025 (in millions, except for weighted-average grant date fair value):

Number of RSUsWeighted-Average Grant Date Fair Value
Unvested and outstanding as of February 2, 202522.5 $22.65 
Granted11.4 $33.80 
Vested(4.6)$26.55 
Forfeited(3.6)$23.60 
Unvested and outstanding as of August 3, 202525.7 $26.76 

The following table summarizes the weighted average grant-date fair value of RSUs granted and total fair value of RSUs vested for the periods presented:

26 Weeks Ended
August 3, 2025July 28, 2024
Weighted average grant-date fair value of RSUs$33.80 $16.41 
Total fair value of vested RSUs (in millions)$171.9 $84.5 

As of August 3, 2025, total unrecognized compensation expense related to unvested RSUs was $626.5 million and is expected to be recognized over a weighted-average expected performance period of 2.8 years.

The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant.

Service and Performance-Based Awards

The Company granted restricted stock units which vested upon satisfaction of both service-based vesting conditions and company performance-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for PRSUs over the requisite service period and accounted for forfeitures as they occur.

Service and Performance-Based Awards Activity

The following table summarizes the activity related to the Company’s PRSUs for the twenty-six weeks ended August 3, 2025 (in millions, except for weighted-average grant date fair value):

Number of PRSUsWeighted-Average Grant Date Fair Value
Unvested and outstanding as of February 2, 20252.0 $18.69 
Granted1.2 $26.35 
Forfeited(0.6)$20.62 
Unvested and outstanding as of August 3, 20252.6 $21.79 
15


The following table summarizes the weighted average grant-date fair value of PRSUs granted and total fair value of PRSUs vested for the periods presented:
26 Weeks Ended
August 3, 2025July 28, 2024
Weighted average grant-date fair value of PRSUs$26.35 $16.93 
Total fair value of vested PRSUs (in millions)$ $0.6 

As of August 3, 2025, total unrecognized compensation expense related to unvested PRSUs was $46.5 million and is expected to be recognized over a weighted-average expected performance period of 2.2 years.

The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of Class A common stock on the date of grant.

As of August 3, 2025, there were 74.5 million additional shares of Class A common stock reserved for future issuance under the 2024 Plan.

Share-Based Compensation Expense

Share-based compensation expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations. The Company recognized share-based compensation expense as follows (in millions):

13 Weeks Ended26 Weeks Ended
August 3, 2025July 28, 2024August 3, 2025July 28, 2024
RSUs$71.9 $78.0 $139.5 $142.1 
PRSUs4.0 3.6 10.9 4.9 
Total share-based compensation expense$75.9 $81.6 $150.4 $147.0 

10.    Income Taxes

Income Tax Provision

Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. The Company recorded an income tax provision during the thirteen and twenty-six weeks ended August 3, 2025 of $12.0 million and $27.5 million, respectively. The Company’s effective tax rate for the twenty-six weeks ended August 3, 2025 was lower than the U.S federal statutory rate, primarily due to federal and state research and development credits and tax benefits from share-based compensation, partially offset by state income taxes. The Company recorded an income tax benefit during the thirteen and twenty-six weeks ended July 28, 2024 of $252.6 million and $241.1 million, respectively.

Deferred Tax Assets and Valuation Allowances

The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence. The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income prior to the expiration of tax attributes to support the utilization of these assets. During the thirteen weeks ended July 28, 2024, based on all available evidence, the Company determined that it was appropriate to release the valuation allowance on the Company’s U.S. federal and certain state deferred tax assets resulting in a $275.7 million tax benefit. As of August 3, 2025 and February 2, 2025, the Company maintained a full valuation allowance of $21.8 million against its foreign net deferred tax assets and certain U.S. state deferred tax assets.

One Big Beautiful Bill Act

In July 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Company will continue to evaluate the OBBBA’s impact on its condensed consolidated financial statements throughout the remainder of Fiscal Year 2025 interim and annual reporting periods.

Tax Payments and Refunds

During the twenty-six weeks ended August 3, 2025 and July 28, 2024, the Company paid $9.2 million and $14.4 million, net of refunds received, for federal, state, and foreign income taxes other than those assumed in connection with the Transactions, respectively.
16


In connection with the Transactions, the Company assumed $1.9 billion in income taxes which were fully indemnified by affiliates of BC Partners. During the twenty-six weeks ended August 3, 2025, the Company received refunds of $2.3 million, net of payments made, for federal and state income taxes in connection with the Transactions. During the twenty-six weeks ended July 28, 2024, the Company paid $98.9 million, net of refunds received, for federal and state income taxes in connection with the Transactions. For more information, see Note 1 - Description of Business and Note 12 - Certain Relationships and Related Party Transactions.

In the aggregate, the Company paid $6.9 million and $113.3 million, net of refunds received, for federal, state, and foreign income taxes during the twenty-six weeks ended August 3, 2025, and July 28, 2024, respectively.

11.    Earnings per Share

Basic and diluted earnings per share attributable to the Company’s common stockholders are presented using the two-class method required for participating securities. Under the two-class method, net income attributable to the Company’s common stockholders is determined by allocating undistributed earnings between common stock and participating securities. Undistributed earnings for the periods presented are calculated as net income less distributed earnings. Undistributed earnings are allocated proportionally to the Company’s common Class A and Class B stockholders as both classes are entitled to share equally, on a per share basis, in dividends and other distributions. Basic and diluted earnings per share are calculated by dividing net income attributable to the Company’s common stockholders by the weighted-average shares outstanding during the period.

The following table sets forth basic and diluted earnings per share attributable to the Company’s common stockholders for the periods presented (in millions, except per share data):

13 Weeks Ended26 Weeks Ended
August 3, 2025July 28, 2024August 3, 2025July 28, 2024
Basic and diluted earnings per share
Numerator
Earnings attributable to common Class A and Class B stockholders$62.0 $299.1 $124.4 $366.0 
Denominator
Weighted-average common shares used in computing earnings per share:
Basic414.2429.4413.9432.1
Effect of dilutive share-based awards14.28.512.95.1
Diluted428.4437.9426.8437.2
Anti-dilutive share-based awards excluded from diluted common shares0.78.00.79.1
Earnings per share attributable to common Class A and Class B stockholders:
Basic$0.15 $0.70 $0.30 $0.85 
Diluted$0.14 $0.68 $0.29 $0.84 

12.    Certain Relationships and Related Party Transactions

As of August 3, 2025 and February 2, 2025, the Company had a receivable from affiliates of BC Partners of $22.8 million and $21.7 million, respectively, with respect to the indemnification for certain tax liabilities in connection with the Transactions, which is only collectible upon the realization of certain tax liabilities and was included in other non-current assets on the Company’s condensed consolidated balance sheets. For more information, see Note 1 - Description of Business and Note 10 - Income Taxes.






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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2025 (“10-Q Report”) and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 (“10-K Report”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections herein and in our 10-K Report, our actual results may differ materially from those anticipated in these forward-looking statements. Unless the context requires otherwise, references in this 10-Q Report to “Chewy,” the “Company,” “we,” “our,” or “us” refer to Chewy, Inc. and its consolidated subsidiaries.

Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), filings with the SEC, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

Overview

We are the largest pet e-tailer in the United States, offering virtually every product a pet needs. We launched Chewy in 2011 to bring the best of the neighborhood pet store shopping experience to a larger audience, enhanced by the depth and wide selection of products and services, as well as the around-the-clock convenience, that only e-commerce can offer. We believe that we are the preeminent destination for pet parents as a result of our broad selection of high-quality products and expanded menu of service offerings, which we offer at great prices and deliver with an exceptional level of care and a personal touch. We are the trusted source for pet parents and partners and continually develop innovative ways for our customers to engage with us. We partner with approximately 3,200 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding private brands. Through our websites and mobile applications, we offer our customers approximately 130,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service.

Macroeconomic Considerations

Evolving macroeconomic conditions, including current inflation levels, tariffs, and high interest rates, have affected, and continue to affect, our business and consumer shopping behavior. We continue to monitor conditions closely and adapt aspects of our logistics, transportation, supply chain, and purchasing processes accordingly to meet the needs of our growing community of pets, pet parents and partners. As our customers react to these economic conditions, we will adapt our business accordingly to meet their evolving needs.

We are unable to predict the duration and ultimate impact of evolving macroeconomic conditions on the broader economy or our operations and liquidity. As such, macroeconomic risks and uncertainties remain. Refer to the section titled “Cautionary Note Regarding Forward-Looking Statements” in this 10-Q Report and the section titled “Risk Factors” in Item 1A of our 10-K Report for the fiscal year ended February 2, 2025.

Fiscal Year End

We have a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. Our 2025 fiscal year ends on February 1, 2026 and is a 52-week year. Our 2024 fiscal year ended February 2, 2025 and was a 53-week year.

Key Operating Metrics

Active Customers

As of the last date of each reporting period, we determine our number of active customers by counting the total number of individual customers who have ordered a product or service, and for whom a product has shipped or for whom a service has been provided, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers and the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as a key indicator of our growth, ability to acquire and retain customers as a result of our marketing efforts, and the value we provide to our customers. The number of active customers has grown over time as we acquired new customers and retained previously acquired customers.





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Net Sales Per Active Customer

We define net sales per active customer as the aggregate net sales for the preceding four fiscal quarters, divided by the total number of active customers at the end of that period. We view net sales per active customer as a key indicator of our customers’ purchasing patterns, including their initial and repeat purchase behavior.

Autoship and Autoship Customer Sales

We define Autoship customers as customers in a given fiscal quarter that had an order shipped through our Autoship subscription program during the preceding 364-day period. We define Autoship as our subscription program, which provides automatic ordering, payment, and delivery of products to our customers. We view our Autoship subscription program as a key driver of recurring net sales and customer retention. For a given fiscal quarter, Autoship customer sales consist of sales and shipping revenues from all Autoship subscription program purchases and purchases outside of the Autoship subscription program by Autoship customers, excluding taxes collected from customers, excluding any refunds, and net of any promotional offers (such as percentage discounts off current purchases and other similar offers) for that quarter. For a given fiscal year, Autoship customer sales equal the sum of the Autoship customer sales for each of the fiscal quarters in that fiscal year.

Autoship Customer Sales as a Percentage of Net Sales

We define Autoship customer sales as a percentage of net sales as the Autoship customer sales in a given reporting period divided by the net sales from all orders in that period. We view Autoship customer sales as a percentage of net sales as a key indicator of our recurring sales and customer retention.

Components of Results of Condensed Consolidated Operations

Net Sales

We derive net sales primarily from sales of both third-party brand and private brand pet food, pet products, pet medications and other pet health products, and related shipping fees. Sales of third-party brand and private brand pet food, pet products and shipping revenues are recorded when products are shipped, net of promotional discounts and refunds and allowances. Taxes collected from customers are excluded from net sales. Net sales is primarily driven by growth of new customers and active customers, and the frequency with which customers purchase and subscribe to our Autoship subscription program.

We also periodically provide promotional offers, including discount offers, such as percentage discounts off current purchases and other similar offers. These offers are treated as a reduction to the purchase price of the related transaction and are reflected as a net amount in net sales.

Cost of Goods Sold

Cost of goods sold consists of the cost of third-party brand and private brand products sold to customers, inventory freight, shipping supply costs, inventory shrinkage costs, and inventory valuation adjustments, offset by reductions for promotions and percentage or volume rebates offered by our vendors, which may depend on reaching minimum purchase thresholds. Generally, amounts received from vendors are considered a reduction of the carrying value of inventory and are ultimately reflected as a reduction of cost of goods sold.

Selling, General and Administrative

Selling, general and administrative expenses consist of fulfillment costs incurred in operating and staffing fulfillment centers, customer service centers, and veterinary clinics; payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources; costs associated with the use of facilities and equipment, such as depreciation expense and rent; share-based compensation, professional fees and other general corporate costs.

Fulfillment costs include costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, providing pet health services, and responding to inquiries from customers. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards.

Advertising and Marketing

Advertising and marketing expenses consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities.

Interest and Other Income (Expense), net

We generate interest income from our cash and cash equivalents and marketable securities. We incur interest expense in relation to our borrowing facilities, finance leases, and uncertain tax positions.

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Our other income (expense), net consists of changes in the fair value of equity warrants, equity investments, tax indemnification receivables, foreign currency transaction gains and losses, and allowances for credit losses.

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this 10-Q Report the following non-GAAP financial measures:

Adjusted EBITDA: defined as net income (the most comparable GAAP financial measure) excluding depreciation and amortization; share-based compensation expense and related taxes; income tax provision (benefit); interest income (expense), net; transaction related costs; changes in the fair value of equity warrants; severance and exit costs; and litigation matters and other items that we do not consider representative of our underlying operations.
Adjusted EBITDA margin: defined as adjusted EBITDA divided by net sales, as compared to net margin (the most directly comparable GAAP financial measure) defined as net income divided by net sales.
Adjusted net income: defined as net income (the most comparable GAAP financial measure) excluding share-based compensation expense and related taxes, releases of valuation allowances associated with deferred tax assets, changes in the fair value of equity warrants, and severance and exit costs.
Adjusted basic and diluted earnings per share: defined as adjusted net income attributable to common stockholders divided by the weighted-average shares outstanding during the period, as compared to basic and diluted earnings per share (the most directly comparable GAAP financial measures) defined as net income attributable to common stockholders divided by the weighted average shares outstanding during the period.
Free cash flow: defined as net cash provided by operating activities (the most comparable GAAP financial measure) less capital expenditures (which consist of purchases of property and equipment, capitalization of labor related to our websites, mobile applications, software development, and leasehold improvements).

We have included these non-GAAP metrics in this 10-Q Report because each is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans, assess liquidity and the amount of cash we generate, and make strategic decisions regarding the allocation of capital. Accordingly, we believe these non-GAAP metrics provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We believe it is useful to exclude: i) non-cash depreciation and amortization, income tax provision (benefit), interest income (expense), net, transaction related costs, and litigation matters and other items from our adjusted EBITDA, ii) releases of valuation allowances associated with deferred tax assets from our adjusted net income, and iii) changes in the fair value of equity warrants, share-based compensation and related taxes, and severance and exit costs from our adjusted EBITDA and adjusted net income as these exclusions may represent temporary initiatives to realign resources and enhance operational efficiency, and/or are not components of, and may not directly correlate to, the underlying performance of our core business operations.

All of these non-GAAP measures have limitations as financial measures and you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP. Specifically, some of these limitations are:

although depreciation and amortization are non-cash charges excluded from Adjusted EBITDA, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;
adjusted EBITDA does not reflect interest income (expense), net; or changes in, or cash requirements for, our working capital;
adjusted EBITDA does not reflect transaction related costs, litigation matters, integration consulting fees, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities), certain costs related to integrating and converging IT systems, and other items;
adjusted EBITDA and adjusted net income do not reflect share-based compensation and related taxes. Share-based compensation has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy; and
adjusted EBITDA and adjusted net income do not reflect changes in the fair value of equity warrants, and severance and exit costs, as all of these exclusions are either not representative of our underlying operations or are incremental costs that result from an actual or planned transaction or initiative.

Additionally, other companies, including companies in our industry, may calculate these non-GAAP measures differently, which reduces their usefulness as comparative measures. Because of these limitations, you should consider these measures alongside GAAP financial performance measures, including net income, net margin, basic and diluted earnings per share, various cash flow metrics including net cash provided by operating activities and capital expenditures, and our other GAAP results.




20


Key Financial and Operating Data

We measure our business using both financial and operating data and use the following metrics and measures to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies, and monitoring our business.

13 Weeks Ended26 Weeks Ended
(in millions, except net sales per active customer, per share data, and percentages)August 3,
2025
July 28,
2024
% ChangeAugust 3,
2025
July 28,
2024
% Change
Financial and Operating Data
Net sales$3,104.2 $2,858.6 8.6 %$6,220.2 $5,736.3 8.4 %
Net income (1)
$62.0 $299.1 (79.3)%$124.4 $366.0 (66.0)%
Net margin 2.0 %10.5 %2.0 %6.4 %
Adjusted EBITDA (2)
$183.3 $144.9 26.5 %$376.0 $307.8 22.2 %
Adjusted EBITDA margin (2)
5.9 %5.1 %6.0 %5.4 %
Adjusted net income (2)
$141.1 $104.7 34.8 %$290.0 $241.8 19.9 %
Earnings per share, basic (1)
$0.15 $0.70 (78.6)%$0.30 $0.85 (64.7)%
Earnings per share, diluted (1)
$0.14 $0.68 (79.4)%$0.29 $0.84 (65.5)%
Adjusted earnings per share, basic (2)
$0.34 $0.24 41.7 %$0.70 $0.56 25.0 %
Adjusted earnings per share, diluted (2)
$0.33 $0.24 37.5 %$0.68 $0.55 23.6 %
Net cash provided by operating activities$133.9 $123.4 8.5 %$220.3 $205.3 7.3 %
Free cash flow (2)
$105.9 $91.5 15.7 %$154.6 $144.1 7.3 %
Active customers20.906 20.002 4.5 %20.906 20.002 4.5 %
Net sales per active customer$591 $565 4.6 %$591 $565 4.6 %
Autoship customer sales$2,576.9 $2,242.2 14.9 %$5,139.6 $4,475.1 14.8 %
Autoship customer sales as a percentage of net sales83.0 %78.4 %82.6 %78.0 %
(1) Includes share-based compensation expense and related taxes of $79.1 million and $157.1 million for the thirteen and twenty-six weeks ended August 3, 2025, compared to $82.5 million and $152.0 million for the thirteen and twenty-six weeks ended July 28, 2024.
(2) Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP financial measures. See “Non-GAAP Financial Measures” above for additional information and below for a reconciliation to the most comparable GAAP measures.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table presents a reconciliation of net income to adjusted EBITDA, as well as the calculation of net margin and adjusted EBITDA margin, for each of the periods indicated:

(in millions, except percentages)13 Weeks Ended26 Weeks Ended
Reconciliation of Net Income to Adjusted EBITDAAugust 3, 2025July 28, 2024August 3, 2025July 28, 2024
Net income$62.0 $299.1 $124.4 $366.0 
Add (deduct):
Depreciation and amortization32.1 28.5 62.1 56.5 
Share-based compensation expense and related taxes79.1 82.5 157.1 152.0 
Interest income, net(3.9)(12.9)(7.1)(27.4)
Change in fair value of equity warrants— (1.2)2.6 (0.5)
Income tax provision (benefit)12.0 (252.6)27.5 (241.1)
Severance costs
— — 5.9 — 
Transaction related costs0.6 0.5 0.7 0.5 
Other1.4 1.0 2.8 1.8 
Adjusted EBITDA$183.3 $144.9 $376.0 $307.8 
Net sales$3,104.2 $2,858.6 $6,220.2 $5,736.3 
Net margin2.0 %10.5 %2.0 %6.4 %
Adjusted EBITDA margin5.9 %5.1 %6.0 %5.4 %




21


Adjusted Net Income and Adjusted Basic and Diluted Earnings per Share

The following table presents a reconciliation of net income to adjusted net income, as well as the calculation of adjusted basic and diluted earnings per share, for each of the periods indicated:

(in millions, except per share data)13 Weeks Ended26 Weeks Ended
Reconciliation of Net Income to Adjusted Net IncomeAugust 3, 2025July 28, 2024August 3,
2025
July 28,
2024
Net income$62.0 $299.1 $124.4 $366.0 
Add (deduct):
Share-based compensation expense and related taxes79.1 82.5 157.1 152.0 
Change in fair value of equity warrants— (1.2)2.6 (0.5)
Deferred tax asset valuation allowance release
— (275.7)— (275.7)
Severance costs— — 5.9 — 
Adjusted net income$141.1 $104.7 $290.0 $241.8 
Weighted-average common shares used in computing earnings per share and adjusted earnings per share:
Basic414.2 429.4 413.9 432.1 
Effect of dilutive share-based awards14.2 8.512.95.1
Diluted428.4 437.9426.8437.2
Earnings per share attributable to common Class A and Class B stockholders
Basic$0.15 $0.70 $0.30 $0.85 
Diluted$0.14 $0.68 $0.29 $0.84 
Adjusted basic$0.34 $0.24 $0.70 $0.56 
Adjusted diluted$0.33 $0.24 $0.68 $0.55 

Free Cash Flow

The following table presents a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated:

(in millions)13 Weeks Ended26 Weeks Ended
Reconciliation of Net Cash Provided by Operating Activities to Free Cash FlowAugust 3, 2025July 28, 2024August 3, 2025July 28, 2024
Net cash provided by operating activities$133.9 $123.4 $220.3 $205.3 
Deduct:
Capital expenditures(28.0)(31.9)(65.7)(61.2)
Free Cash Flow$105.9 $91.5 $154.6 $144.1 

Free cash flow may be affected in the near to medium term by the timing of capital investments (such as the launch of new fulfillment centers, pharmacy facilities, veterinary clinics, customer service infrastructure, and corporate offices and purchases of IT and other equipment), fluctuations in our growth and the effect of such fluctuations on working capital, and changes in our cash conversion cycle due to increases or decreases of vendor payment terms as well as inventory turnover.










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Results of Condensed Consolidated Operations

The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results:
13 Weeks Ended26 Weeks Ended
% of net sales% of net sales
(in millions, except percentages)August 3,
2025
July 28,
2024
% ChangeAugust 3,
2025
July 28,
2024
August 3,
2025
July 28,
2024
% ChangeAugust 3,
2025
July 28,
2024
Condensed Consolidated Statements of Operations
Net sales$3,104.2 $2,858.6 8.6 %100.0 %100.0 %$6,220.2 $5,736.3 8.4 %100.0 %100.0 %
Cost of goods sold2,162.0 2,014.8 7.3 %69.6 %70.5 %4,354.2 4,038.5 7.8 %70.0 %70.4 %
Gross profit942.2 843.8 11.7 %30.4 %29.5 %1,866.0 1,697.8 9.9 %30.0 %29.6 %
Operating expenses:
Selling, general and administrative671.9 621.2 8.2 %21.6 %21.7 %1,325.0 1,223.8 8.3 %21.3 %21.3 %
Advertising and marketing200.6 190.5 5.3 %6.5 %6.7 %394.4 377.3 4.5 %6.3 %6.6 %
Total operating expenses872.5 811.7 7.5 %28.1 %28.4 %1,719.4 1,601.1 7.4 %27.6 %27.9 %
Income from operations69.7 32.1 117.1 %2.2 %1.1 %146.6 96.7 51.6 %2.4 %1.7 %
Interest and other income, net4.3 14.4 (70.1)%0.1 %0.5 %5.3 28.2 (81.2)%0.1 %0.5 %
Income before income tax provision (benefit)74.0 46.5 59.1 %2.4 %1.6 %151.9 124.9 21.6 %2.4 %2.2 %
Income tax provision (benefit)12.0 (252.6)104.8 %0.4 %(8.8)%27.5 (241.1)111.4 %0.4 %(4.2)%
Net income$62.0 $299.1 (79.3)%2.0 %10.5 %$124.4 $366.0 (66.0)%2.0 %6.4 %

Thirteen and Twenty-Six Weeks Ended August 3, 2025 Compared to Thirteen and Twenty-Six Weeks Ended July 28, 2024

Net Sales

13 Weeks Ended26 Weeks Ended
(in millions, except percentages)August 3,
2025
July 28,
2024
$ Change% ChangeAugust 3,
2025
July 28,
2024
$ Change% Change
Consumables$2,149.4 $2,016.2 $133.2 6.6 %$4,327.3 $4,063.1 $264.2 6.5 %
Hardgoods346.1 300.5 45.6 15.2 %688.3 605.2 83.1 13.7 %
Other608.7 541.9 66.8 12.3 %1,204.6 1,068.0 136.6 12.8 %
Net sales$3,104.2 $2,858.6 $245.6 8.6 %$6,220.2 $5,736.3 $483.9 8.4 %

Net sales for the thirteen weeks ended August 3, 2025 increased by $245.6 million, or 8.6%, to $3.1 billion compared to $2.9 billion for the thirteen weeks ended July 28, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 14.9%, to $2.6 billion, higher net sales per active customer, which increased $26 or 4.6% to $591, and growth in active customers, which improved by 4.5%, to 20.9 million in the thirteen weeks ended August 3, 2025 compared to the thirteen weeks ended July 28, 2024. This increase was attributable to growth across our hardgoods, specialty, and healthcare businesses.

Net sales for the twenty-six weeks ended August 3, 2025 increased by $483.9 million, or 8.4%, to $6.2 billion compared to $5.7 billion for the twenty-six weeks ended July 28, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 14.8%, to $5.1 billion, higher net sales per active customer, which increased $26 or 4.6% to $591, and growth in active customers, which improved by 4.5%, to 20.9 million in the twenty-six weeks ended August 3, 2025 compared to the twenty-six weeks ended July 28, 2024. This increase was attributable to growth across our specialty, hardgoods, and healthcare businesses.

Cost of Goods Sold and Gross Profit

Cost of goods sold for the thirteen weeks ended August 3, 2025 increased by $147.2 million, or 7.3%, to $2.2 billion compared to $2.0 billion in the thirteen weeks ended July 28, 2024. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.

23


Cost of goods sold for the twenty-six weeks ended August 3, 2025 increased by $315.7 million, or 7.8%, to $4.4 billion compared to $4.0 billion in the twenty-six weeks ended July 28, 2024. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.

Gross profit for the thirteen weeks ended August 3, 2025 increased by $98.4 million, or 11.7%, to $942.2 million compared to $843.8 million in the thirteen weeks ended July 28, 2024. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the thirteen weeks ended August 3, 2025 was 30.4%, an increase of 90 basis points compared to 29.5% for the thirteen weeks ended July 28, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 460 basis points to 83.0%, and margin growth across our consumables and healthcare businesses.

Gross profit for the twenty-six weeks ended August 3, 2025 increased by $168.2 million, or 9.9%, to $1.9 billion compared to $1.7 billion in the twenty-six weeks ended July 28, 2024. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the twenty-six weeks ended August 3, 2025 was 30.0%, an increase of 40 basis points compared to 29.6% for the twenty-six weeks ended July 28, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 460 basis points to 82.6%, and margin growth across our consumables and healthcare businesses.

Selling, General and Administrative

Selling, general and administrative expenses for the thirteen weeks ended August 3, 2025 increased by $50.7 million, or 8.2%, to $671.9 million compared to $621.2 million in the thirteen weeks ended July 28, 2024. The majority of the increase is associated with network-wide fulfillment costs, including modest increases in depreciation and amortization, which were collectively incurred to support the overall growth of the business, including the expansion of operations at our fulfillment center in Houston, Texas, our pharmacy fulfillment network, and increased inbound labor costs to ensure proper assortment ahead of anticipated holiday demand. This also included a modest increase in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements. These increases were partially offset by a decrease of $3.4 million in share-based compensation expense and related taxes.

Selling, general and administrative expenses for the twenty-six weeks ended August 3, 2025 increased by $101.2 million, or 8.3%, to $1.3 billion compared to $1.2 billion in the twenty-six weeks ended July 28, 2024. The majority of the increase is associated with network-wide fulfillment costs, including modest increases in depreciation and amortization, which were collectively incurred to support the overall growth of the business, including the expansion of operations at our fulfillment center in Houston, Texas, our pharmacy fulfillment network, and increased inbound labor costs to ensure proper assortment ahead of anticipated holiday demand. This also included modest increases in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements, and in share-based compensation expense and related taxes.

We have recently undertaken a project that will modernize our finance information technology architecture. At the conclusion of this project, which we believe will occur towards the end of our 2025 fiscal year, we aim to have, among other things, (i) the ability to produce financial information across different segments of the Company, which supports scalability for future growth, (ii) expanded visibility and analytical capabilities with respect to our data, and (iii) an infrastructure that enables the use of artificial intelligence and other system advancements that will create further efficiencies for our team members. The project will not require meaningful capital investment.

Advertising and Marketing

Advertising and marketing expenses for the thirteen weeks ended August 3, 2025 increased by $10.1 million, or 5.3%, to $200.6 million compared to $190.5 million in the thirteen weeks ended July 28, 2024. Our marketing expenses increased due to additional investment in our lower and upper funnel marketing channels contributing to new customer acquisition and improved customer retention.

Advertising and marketing expenses for the twenty-six weeks ended August 3, 2025 increased by $17.1 million, or 4.5%, to $394.4 million compared to $377.3 million in the twenty-six weeks ended July 28, 2024. Our marketing expenses increased due to additional investment in our lower and upper funnel marketing channels contributing to new customer acquisition and improved customer retention.

For our 2025 fiscal year, we expect advertising and marketing expense to be approximately 6.7 to 6.8 percent of net sales.

Interest and Other Income (Expense), net

Interest income for the thirteen weeks ended August 3, 2025 decreased by $9.0 million, to $3.9 million compared to interest income of $12.9 million in the thirteen weeks ended July 28, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents.
24


Interest income for the twenty-six weeks ended August 3, 2025 decreased by $20.3 million, to $7.1 million compared to interest income of $27.4 million in the twenty-six weeks ended July 28, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents and a decrease in interest income generated from marketable securities, which matured during the twenty-six weeks ended July 28, 2024.

Other income for the thirteen weeks ended August 3, 2025 decreased by $1.1 million, to $0.4 million compared to other income of $1.5 million in the thirteen weeks ended July 28, 2024. This decrease was primarily due to the termination of equity warrants partially offset by a decrease in foreign currency losses.

Other expense for the twenty-six weeks ended August 3, 2025 increased by $2.6 million, to $1.8 million compared to other income of $0.8 million in the twenty-six weeks ended July 28, 2024. This increase was primarily due to the termination of equity warrants partially offset by a decrease in foreign currency losses.

Liquidity and Capital Resources

We finance our operations and capital expenditures primarily through cash flows generated by operations. Our principal sources of liquidity are expected to be our cash and cash equivalents and our revolving credit facility. Cash and cash equivalents consisted primarily of cash on deposit with banks. Cash and cash equivalents totaled $591.8 million as of August 3, 2025, a decrease of $4.0 million from February 2, 2025.

We believe that our cash and cash equivalents and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements, and contractual obligations for at least the next twelve months. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures, share repurchases, or other strategic investments. Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in Item 1A of our 10-K Report for the fiscal year ended February 2, 2025. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

Cash Flows
26 Weeks Ended
($ in millions)August 3, 2025July 28, 2024
Net cash provided by operating activities$220.3 $205.3 
Net cash (used in) provided by investing activities$(70.9)$477.2 
Net cash used in financing activities$(154.0)$(590.0)

Operating Activities

Net cash provided by operating activities was $220.3 million for the twenty-six weeks ended August 3, 2025, which primarily consisted of $124.4 million of net income and $235.5 million of non-cash adjustments, including share-based compensation expense of $150.4 million and depreciation and amortization expense of $62.1 million. These amounts were partially offset by working capital changes of $121.6 million, which were primarily driven by an increase in accounts receivable, a decrease in accrued expenses and other current liabilities, as well as increases in inventories and prepaid expenses and other current assets. These changes were partially offset by an increase in payables.

Net cash provided by operating activities was $205.3 million for the twenty-six weeks ended July 28, 2024, which primarily consisted of $366.0 million of net income, partially offset by $56.9 million of non-cash adjustments such as deferred income tax benefit of $275.7 million, share-based compensation expense of $147.0 million, and depreciation and amortization expense of $56.5 million, and a cash decrease of $90.0 million from working capital. Cash decreases from working capital were primarily driven by an increase in inventories and receivables, as well as a decrease in other current liabilities, partially offset by an increase in payables.

Investing Activities

Net cash used in investing activities was $70.9 million for the twenty-six weeks ended August 3, 2025, primarily consisting of $65.7 million for capital expenditures related to expanding operations at our Houston, Texas fulfillment center, veterinary clinics, future pharmacy facility capabilities, and investments in our fresh and frozen private brand infrastructure.

Net cash provided by investing activities was $477.2 million for the twenty-six weeks ended July 28, 2024, primarily consisting of $538.4 million for the maturities of marketable securities, partially offset by $61.2 million for capital expenditures related to the launch of new and future pharmacy facilities, veterinary clinics, and fulfillment centers as well as additional investments in IT hardware and software.
25


Financing Activities

Net cash used in financing activities was $154.0 million for the twenty-six weeks ended August 3, 2025, primarily consisting of $152.6 million for repurchases of common stock and payments for secondary offering costs, partially offset by $2.3 million for proceeds from, net of income taxes paid for, the parent reorganization transaction.

Net cash used in financing activities was $590.0 million for the twenty-six weeks ended July 28, 2024, primarily consisting of $532.0 million for repurchases of common stock, $57.5 million for income taxes paid for, net of proceeds from, the parent reorganization transaction, and principal repayments of finance lease obligations.

Other Liquidity Measures

ABL Credit Facility

We have a senior secured asset-based credit facility (the “ABL Credit Facility”), which matures on April 1, 2030 following an amendment entered into on April 1, 2025, and provides for non-amortizing revolving loans in the aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either a base rate or a term Secured Overnight Financing Rate (“SOFR”) (with no credit spread adjustment) at the Company’s option, plus a margin determined based on the Company's average excess availability, which is either (i) 0.25%, 0.50%, or 0.75% for borrowings at the base rate, or (ii) 1.25%, 1.50%, or 1.75% for SOFR borrowings. We are required to pay a 0.25% per annum commitment fee with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. Based on our borrowing base as of August 3, 2025, which is reduced by standby letters of credit, we had $782.8 million of borrowing capacity under the ABL Credit Facility. As of August 3, 2025 and February 2, 2025, we did not have any outstanding borrowings under the ABL Credit Facility, respectively.

Share Repurchases

On May 24, 2024, our Board of Directors authorized the Company to repurchase up to $500 million of its Class A common stock, par value $0.01 per share (the “Class A common stock”), and/or Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “common stock”), pursuant to a share repurchase program (the “Repurchase Program”). The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. We are not required to repurchase any specific dollar amount or to acquire any specific number of shares of common stock. The Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time.

On June 26, 2024, the Company entered into an agreement with Buddy Chester Sub LLC (the “Seller”) to repurchase an aggregate of 17,550,000 shares of Class A common stock at a price per share of $28.49, resulting in an aggregate repurchase price of $500 million (the “June 2024 Stock Repurchase”).

On June 20, 2025, the Company entered into an agreement with the Seller to repurchase $100 million of shares of Class A common stock from the Seller at a price per share of $41.75, resulting in the repurchase of an aggregate of 2,395,210 shares of Class A common stock (the “June 2025 Concurrent Stock Repurchase”).

Share Repurchase Activity

During the twenty-six weeks ended August 3, 2025, 1,294,475 and 2,395,210 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2025 Concurrent Stock Repurchase for a total cost of $46.9 million and $100.0 million, respectively, excluding the cost of commissions and excise taxes. The authorized value of shares available to be repurchased under the Repurchase Program excludes the cost of commissions and excise taxes and as of August 3, 2025, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $359.8 million.

As of February 2, 2025, the total unpaid cost of share repurchases was $5.6 million, which included $5.1 million for excise taxes. During the twenty-six weeks ended August 3, 2025, the Company paid $5.7 million for excise taxes, accrued repurchases, and commissions.



26


Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Item 1 of Part I, “Financial Statements (Unaudited) - Note 2 - Basis of Presentation and Significant Accounting Policies - Recent Accounting Pronouncements” and is incorporated by reference herein.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risk disclosed in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this 10-Q Report, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of August 3, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the thirteen weeks ended August 3, 2025.

Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information concerning legal proceedings is provided in Item 1 of Part I, “Financial Statements (Unaudited) – Note 5 – Commitments and Contingencies–Legal Matters” and is incorporated by reference herein.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025.








27


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to shares of Class A common stock repurchased by Chewy, Inc. during the thirteen weeks ended August 3, 2025:

(in millions, except per share amounts)
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
Approximate Dollar Value of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (4)
May 5, 2025 - June 1, 202593,947$38.79 93,947$379.9 
June 2, 2025 - July 6 20252,395,210$41.75 $379.9 
July 7, 2025 - August 3, 2025535,995$37.30 535,995$359.8 
Total3,025,152629,942
(1) The purchased shares consisted of 629,942 shares of Class A common stock repurchased pursuant to the Repurchase Program and 2,395,210 shares of Class A common stock repurchased pursuant to the June 2025 Concurrent Stock Repurchase.
(2) Average price paid per share under the Repurchase Program and June 2025 Concurrent Stock Repurchase excludes the cost of commissions and excise taxes associated with the repurchases.
(3) On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of the Company’s common stock pursuant to the Repurchase Program. The Repurchase Program has no expiration date and may be modified, suspended or terminated at any time. The average price paid per share and approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases. Refer to Note 2 - Basis of Presentation and Significant Accounting Policies in the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q for additional information.
(4) Approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases.

Item 5. Other Information

Rule 10b5-1 Plan Elections

On July 17, 2025, William Billings, the Company’s Chief Accounting Officer, Interim Principal Financial Officer, and Principal Accounting Officer adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K. The trading arrangement was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and is scheduled to expire on July 31, 2026, subject to earlier termination in accordance with its terms. The aggregate number of shares of Class A common stock authorized to be sold pursuant to the trading arrangement is 38,797 shares.

On July 18, 2025, William Billings terminated the “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K that he had previously adopted on July 17, 2025, and on that same day adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and is scheduled to expire on July 31, 2026, subject to earlier termination in accordance with its terms. The aggregate number of shares of Class A common stock authorized to be sold pursuant to the trading arrangement is 38,797 shares.

During the thirteen weeks ended August 3, 2025, no other director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
28


Item 6. Exhibits

Incorporation by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.1
*Form of Director Restricted Stock Unit Agreement
X
10.2
Stock Repurchase Agreement, dated June 20, 2025 by and between Chewy, Inc. and Buddy Chester Sub LLC.
8-K001-3893610.1June 25, 2025
31.1
Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto
29


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

CHEWY, INC.
Date:September 10, 2025By:
/s/ William Billings
William Billings
 
Chief Accounting Officer
 
(Interim Principal Financial Officer and Principal Accounting Officer)

30

FAQ

What share repurchase activity did Chewy (CHWY) disclose in the August 3, 2025 10-Q?

During the 26 weeks ended August 3, 2025 Chewy repurchased 1,294,475 shares under the Repurchase Program for $46.9 million and 2,395,210 shares in the June 2025 Concurrent Stock Repurchase for $100.0 million, with $359.8 million of repurchase authorization remaining.

Does Chewy have available borrowing capacity under its credit facility?

Yes. Chewy has an $800 million ABL credit facility and, based on the borrowing base as of August 3, 2025, had $782.8 million of borrowing capacity and no outstanding borrowings.

What income tax provision did Chewy report for the quarter and year-to-date periods?

Chewy recorded an income tax provision of $12.0 million for the 13-week period and $27.5 million for the 26-week period ended August 3, 2025.

Are there any tax-related receivables or indemnities disclosed?

Yes. As of August 3, 2025 Chewy reported a $22.8 million receivable from affiliates of BC Partners related to indemnification for certain tax liabilities, collectible only upon realization of specified tax liabilities.

What is Chewy's position on legal contingencies in the filing?

Chewy accrues for legal loss contingencies that are probable and reasonably estimable and believes current accruals are adequate, but states unfavorable resolutions could be material and outcomes are uncertain.

Did Chewy report any changes to internal control over financial reporting?

No. The company reported no changes that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the 13 weeks ended August 3, 2025.
Chewy Inc

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Internet Retail
Retail-catalog & Mail-order Houses
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United States
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