[8-K] Chewy, Inc. Reports Material Event

Rhea-AI Filing Summary

Paychex Inc. (PAYX) – Form 5 Annual Statement of Changes in Beneficial Ownership

The filing reports the end-of-fiscal-year (31 May 2025) equity holdings of Mark Anthony Bottini, Senior Vice President of Sales. No new insider transactions are listed for the period; the document only updates cumulative ownership.

• Direct common-stock holding: 79,360 shares
• Indirect holding: 1,772 shares through the company 401(k) plan
• Employee Stock Purchase Plan (ESPP): 36 shares
• Outstanding stock options: 383,887 options across ten grants with strike prices ranging from $57.24 to $121.63 and expiration dates from July 2026 to July 2034

The absence of reported acquisitions or dispositions suggests that Mr. Bottini neither bought nor sold PAYX shares during FY 2025 under Section 16 reporting rules. His sizable equity and option position continues to align management incentives with shareholder interests, but the filing itself does not signal an operational or financial change for the company.

Insights

Corporate Governance Expert

TL;DR: Routine Form 5; confirms sizeable insider alignment, no trading activity, minimal market impact.

This annual Form 5 discloses only Mr. Bottini’s cumulative holdings. The direct stake of ~79k shares (≈$9 million at $115/share) plus 384k options provides meaningful economic exposure, reinforcing incentive alignment. However, without purchase or sale transactions, it conveys no new sentiment signal. Investors typically view static year-end reports as administrative, with little predictive value for price movement.

Portfolio Manager

TL;DR: Neutral filing; positions unchanged, no liquidity events, not trade-worthy.

The document confirms Mr. Bottini’s long-dated option portfolio and share ownership but introduces no catalysts. Strike prices on newer grants (> $112) imply confidence in long-term appreciation, yet such grants are standard practice. With no Form 4 trades, I consider the filing non-impactful for portfolio decisions.

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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): July 10, 2025

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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 5.07. Submission of Matters to a Vote of Security Holders.

On July 10, 2025, Chewy, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Mathieu Bigand, David Leland, Lisa Sibenac and Sumit Singh to the Company’s board of directors (the “Board”) as class III directors (the “Class III Directors”), each with a term expiring at the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation, retirement, disqualification, or removal, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026, and (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

Based on the votes by holders of Class A common stock and Class B common stock voting together, the final results for each proposal presented for a vote of stockholders at the Annual Meeting are set forth below:

1. The election of Mathieu Bigand, David Leland, Lisa Sibenac, and Sumit Singh to the Board as Class III Directors:

DIRECTOR NOMINEE		VOTES FOR		VOTES WITHHELD		BROKER NON-VOTES
Mathieu Bigand		1,974,882,827		63,393,561		28,299,879
David Leland		1,973,751,010		64,525,378		28,299,879
Lisa Sibenac		1,960,749,801		77,526,587		28,299,879
Sumit Singh		1,971,467,507		66,808,881		28,299,879

2. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026:

VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
2,065,671,039		784,413		120,815		0

3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers:

VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
1,916,973,994		115,189,566		6,112,828		28,299,879

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURES

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

						CHEWY, INC.
Date: July 15, 2025				By:		/s/ Da-Wai Hu
						Da-Wai Hu
						General Counsel and Secretary

FAQ

How many Paychex (PAYX) shares does Mark Anthony Bottini directly own?

He directly owns 79,360 shares of Paychex common stock.

What is the total number of Paychex stock options held by Mr. Bottini?

He holds 383,887 stock options across ten separate grants.

Were any Paychex shares bought or sold by Mr. Bottini during fiscal 2025?

No. The Form 5 lists holdings only; it reports no acquisitions or dispositions for the year.

What is the highest strike price among Mr. Bottini’s outstanding options?

The highest strike price is $121.63 on options expiring 14 July 2034.

Does this Form 5 filing affect Paychex’s financial outlook?

No. The filing is an administrative disclosure of insider holdings and contains no operational or financial guidance for the company.