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Chewy (NYSE: CHWY) adds $600M term loan and extends ABL facility to 2031

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chewy, Inc. entered into a new seven-year senior secured term loan credit facility providing $600.0 million of term loans. The company may use the proceeds, together with cash on hand, to cover fees and expenses related to the financing and for general corporate purposes and working capital.

The term loans bear interest at a margin of 1.75% over Term SOFR or 0.75% over a base rate and amortize at 1% of original principal annually, with the remainder due at maturity seven years after closing. The facility is guaranteed by wholly owned domestic subsidiaries and secured by substantially all company assets.

Chewy also executed Amendment No. 4 to its asset-based lending facility, extending the ABL Credit Agreement maturity to June 23, 2031, maintaining its revolving credit access for a longer period.

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Insights

Chewy adds $600M term debt and extends its ABL maturity, reshaping its loan profile.

Chewy has secured a $600.0 million senior secured term loan with a seven-year maturity. Interest is based on either a base rate or Term SOFR, plus an applicable margin of 0.75% for base-rate loans or 1.75% for Term SOFR loans. Annual amortization is limited to 1% of original principal, with a large final payment at maturity.

The obligations are guaranteed by wholly owned domestic subsidiaries and backed by first- or second-priority liens on substantially all assets, typical for secured institutional loans. Chewy also extended its ABL Credit Agreement maturity to June 23, 2031, preserving committed revolving liquidity for a longer horizon, subject to customary covenants and events of default.

Actual effects on leverage, interest expense, and flexibility will depend on how much of the new capacity is drawn and how the company manages repayments and covenant headroom in future periods as disclosed in subsequent filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term loan size $600.0 million Aggregate principal amount of new senior secured term loan
Term SOFR margin 1.75% Interest margin over Term SOFR for term loans
Base rate margin 0.75% Interest margin over base rate for term loans
Annual amortization 1% of original principal Total annual scheduled amortization of term loan
Term loan tenor Seven years Maturity after closing of the term loan facility
ABL maturity extension June 23, 2031 New maturity date of ABL Credit Agreement
senior secured term loan credit facility financial
"entered into a new seven-year senior secured term loan credit facility"
A senior secured term loan credit facility is a large, fixed-length loan a company takes where lenders have the top priority to be repaid and a legal claim on specific assets if the company cannot pay—like a first mortgage on a business. It matters to investors because it changes who gets paid first, reduces risk for those lenders, can limit a company’s financial flexibility through loan rules, and affects the risk and value of equity and other debt.
Term SOFR rate financial
"either a base rate or a Term SOFR rate"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
applicable margin financial
"bear interest at a rate per annum equal to an applicable margin plus"
Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.
ABL Credit Agreement financial
"Amendment No. 4 to the ABL Credit Agreement, dated as of June 23, 2026"
ABL credit agreement is a loan contract where a company borrows money using specific assets—typically cash owed by customers, inventory, or equipment—as collateral; think of it like pawning valued items to get cash quickly. Investors care because these loans affect a company’s day-to-day liquidity and borrowing capacity, and the lender’s rights to seize pledged assets can increase risk and influence the company’s financial flexibility and creditworthiness.
first-priority or second-priority security interest financial
"secured ... by a perfected first-priority or second-priority security interest"
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false 0001766502 0001766502 2026-06-24 2026-06-24
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2026

 

 

CHEWY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38936   90-1020167

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS 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)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange

on which registered

Class A Common stock, par value $0.01 per share   CHWY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

Term Loan

On June 23, 2026, Chewy, Inc. (the “Company”) entered into a new seven-year senior secured term loan credit facility (the “Term Loan Credit Facility”), pursuant to a Term Loan Credit Agreement, dated as of June 23, 2026, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and certain other lenders from time to time party thereto (the “Term Loan Credit Agreement”).

The Term Loan Credit Facility provides term loans in an aggregate principal amount of $600.0 million.

The proceeds of the Term Loan Credit Facility, together with cash on hand, may be used to pay fees, premiums, costs and expenses related to the incurrence of the facility and the related transactions and, to the extent not so applied, for general corporate purposes and/or working capital requirements.

Borrowings under the Term Loan Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either a base rate or a Term SOFR rate. The applicable margin is 1.75% for Term SOFR loans and 0.75% for base rate loans.

The Term Loan Credit Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of such term loan facility, with the balance being payable on the date that is seven years after the closing of the facility.

All obligations under the Term Loan Credit Agreement are guaranteed by the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions, and secured, subject to permitted liens and other exceptions, by a perfected first-priority or second-priority security interest, as applicable, in substantially all of the Company’s assets.

The Term Loan Credit Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to senior secured credit facilities.

ABL Facility

On June 23, 2026, the Company entered into Amendment No. 4 (the “Amendment”) to the ABL Credit Agreement, dated as of June 18, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”, and together with the Term Loan Credit Agreement, the “Credit Agreements”), by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.

The Amendment provides for an extension of the maturity date applicable to the ABL Credit Agreement to June 23, 2031.

The foregoing descriptions of the Term Loan Credit Agreement and Amendment do not purport to be complete and are qualified in their entirety by reference to the Term Loan Credit Agreement and Amendment filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.   

Description

10.1    Credit Agreement, dated as of June 23, 2026, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent
10.2    Amendment No. 4 to the ABL Credit Agreement, dated as of June 23, 2026, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2026

 

CHEWY, INC.
By:  

/s/ Da-Wai Hu

  Name: Da-Wai Hu
  Title: General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did Chewy (CHWY) enter on June 23, 2026?

Chewy entered a new seven-year senior secured term loan credit facility providing term loans of $600.0 million. The loans are documented under a Term Loan Credit Agreement with JPMorgan Chase Bank as administrative and collateral agent.

How will Chewy (CHWY) use the $600 million term loan proceeds?

Chewy may use the term loan proceeds, together with cash on hand, to pay fees, premiums, costs and expenses related to the financing and associated transactions, and, to the extent not so applied, for general corporate purposes and working capital needs.

What interest rates apply to Chewy’s new term loan facility?

Borrowings under the term loan bear interest at an applicable margin over either a base rate or Term SOFR. The margin is 1.75% for Term SOFR loans and 0.75% for base rate loans, added to the chosen benchmark rate.

How does the new Chewy (CHWY) term loan amortize and when does it mature?

The term loan amortizes in equal quarterly installments totaling 1% of the original principal amount each year. The remaining balance is payable on the date that is seven years after the facility’s closing, when the loan matures in full.

What collateral and guarantees secure Chewy’s new term loan credit facility?

All obligations under the Term Loan Credit Agreement are guaranteed by Chewy’s wholly owned domestic subsidiaries, with certain exceptions. They are secured by first- or second-priority security interests in substantially all of the company’s assets, subject to permitted liens and other exceptions.

What change was made to Chewy’s ABL Credit Agreement in Amendment No. 4?

Amendment No. 4 to Chewy’s ABL Credit Agreement extends its maturity date to June 23, 2031. The amendment keeps the existing asset-based lending structure in place while lengthening the period during which the revolving facility remains available.

Filing Exhibits & Attachments

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Agreements & Contracts

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