CHWY Form 144: 13.28M Class A Shares Scheduled for 10/09/2025

Rhea-AI Filing Summary

Chewy, Inc. filed a Form 144 notifying intent to sell 13,280,212 shares of Class A common stock with an aggregate market value of $507,968,109. The filing lists the approximate date of sale as 10/09/2025 and identifies the sale to occur on the NYSE. The shares were originally acquired on 05/31/2017 by an affiliate in connection with an acquisition and were subsequently received by the seller through an internal reorganization; the filing shows 271,903,343 shares were originally acquired then. The filer reports 225,061,523 shares outstanding for the class and indicates no shares sold by the person in the past three months. The notice includes the seller's certification that they are not aware of undisclosed material adverse information.

Positive

• Disclosure compliance observed: a Rule 144 notice with acquisition history and seller certification is filed
• No sales in prior three months for the selling person, as reported

Negative

• Large proposed sale: 13,280,212 shares with an aggregate market value of $507,968,109 could increase supply pressure
• Concentration of originally acquired shares: 271,903,343 shares were acquired by the affiliate on 05/31/2017, indicating sizeable insider-related holdings

Insights

Capital Markets Analyst

Planned sale equals a sizable block that may affect free float and liquidity.

The filing shows a proposed sale of 13,280,212 Class A shares valued at $507,968,109, to occur on 10/09/2025 on the NYSE. Such a large single-holder sale can increase available supply for the stock and temporarily pressure market liquidity and price depending on execution method.

This effect depends on how the shares are marketed and executed (block trade versus open-market drip) and on current trading volumes; monitor execution details and actual transaction reports shortly after 10/09/2025 for realized impact.

Securities Compliance Specialist

Filing meets Rule 144 disclosure mechanics; seller affirms no undisclosed material information.

The notice documents acquisition history dated 05/31/2017 and states the shares were received via internal reorganization, and that no securities were sold in the prior three months. The filer also signs the statutory representation about material information, which is a standard compliance confirmation under Rule 144.

Key items to watch are any subsequent amendments or Form 4 filings and the actual sale execution date 10/09/2025, which will show whether sales follow a trading plan or other arrangements.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Citigroup Global Markets Inc. 388 Greenwich St. New York NY 10013	13280212	507968109	225061523	10/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	05/31/2017	The shares were originally acquired by an affiliate of the Seller in connection with the acquisition of the Issuer. Seller subsequently received shares of Class B Common Stock in an internal reorganization transaction.	The Issuer			271903343	05/31/2017	The shares were originally acquired for cash and subsequently received by the Seller in an internal reorganization transaction.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Chewy (CHWY) Form 144 filing report?

The filing reports a proposed sale of 13,280,212 Class A shares with aggregate market value $507,968,109, to be sold on 10/09/2025 on the NYSE.

When were the shares originally acquired according to the filing?

The shares were acquired on 05/31/2017 by an affiliate in connection with an acquisition and later transferred to the seller via internal reorganization.

Does the filer report any sales in the past three months?

No. The filing states "Nothing to Report" for securities sold during the past three months by the selling person.

How many Class A shares does Chewy report outstanding in the filing?

The filing lists 225,061,523 shares outstanding for the Class A common stock.

Where will the proposed sale be executed?

The filing names the NYSE as the securities exchange and lists Citigroup Global Markets Inc. as the broker of record.