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Chewy (NYSE: CHWY) adds $500M to ongoing stock buyback plan

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

Rhea-AI Filing Summary

Chewy, Inc. announced that its Board of Directors approved a $500 million increase to its existing share repurchase program for Class A and Class B common stock. This increase is incremental to the approximately $119.4 million of repurchase authority that remained under the original $500 million program authorized in May 2024.

The program allows Chewy to buy back shares at its discretion through open market purchases, privately negotiated transactions, or trades made in compliance with Rule 10b-18 and/or Rule 10b5-1. The program has no expiration date and may be modified, suspended, or terminated at any time, and does not obligate the company to repurchase a specific number of shares.

Positive

  • Chewy’s Board approved a $500 million increase to its existing share repurchase program, expanding potential capital return to shareholders beyond the roughly $119.4 million that remained under the prior authorization.

Negative

  • None.

Insights

Chewy adds $500M to an already active buyback, signaling continued commitment to returning capital.

Chewy increased its share repurchase program by $500 million, on top of about $119.4 million still available from the initial $500 million authorization from May 2024. This materially expands the capacity for stock buybacks.

The program is fully discretionary, with purchases potentially made via open-market trades, privately negotiated deals, or transactions under Rule 10b-18 and Rule 10b5-1. Actual execution will depend on stock price, trading volume, market conditions, legal requirements, and business needs.

The authorization has no set end date, and Chewy is not required to repurchase any minimum number of shares. Future disclosures in company filings will show how much of this expanded authorization the company ultimately uses.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
New buyback increase $500 million Incremental increase to existing share repurchase program approved April 7, 2026
Remaining prior authorization $119.4 million Repurchase authority remaining under original $500 million program authorized in May 2024
Original program size $500 million Initial share repurchase program authorization from May 2024
share repurchase program financial
"approved an increase of $500 million to the Company’s previously authorized share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Class A common stock financial
"for the repurchase of shares of the Company’s Class A common stock, par value $0.01 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Rule 10b-18 regulatory
"through purchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"through purchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Emerging growth company regulatory
"Emerging growth company Item 8.01. Other Events."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001766502 0001766502 2026-04-07 2026-04-07
 
 

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): April 7, 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)

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 8.01. Other Events.

On April 7, 2026, Chewy, Inc.’s (the “Company”) Board of Directors approved an increase of $500 million to the Company’s previously authorized share repurchase program (the “Program”) for the repurchase of shares of the Company’s 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”). The increase is incremental to the approximately $119.4 million of repurchase authority currently remaining under the Company’s $500 million Program authorized in May 2024.

Under the 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 purchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act, 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 Program does not require the Company to repurchase any specific number of shares of Common Stock. The Program has no expiration date and may be modified, suspended or terminated at any time.

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: April 8, 2026     By:  

/s/ Da-Wai Hu

      Da-Wai Hu
      General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Chewy (CHWY) announce regarding its share repurchase program?

Chewy’s Board approved a $500 million increase to its existing share repurchase program. This is in addition to about $119.4 million of remaining authority under the original $500 million authorization from May 2024, significantly expanding potential buybacks.

How large is Chewy’s total share repurchase capacity after the new authorization?

Chewy added $500 million of new repurchase capacity on top of approximately $119.4 million that was still available under its prior $500 million program. The filing highlights this incremental capacity but does not calculate a combined total amount.

Which types of Chewy stock can be repurchased under the expanded program?

The program covers Chewy’s Class A common stock and Class B common stock. Both classes, each with a par value of $0.01 per share, are referred to collectively as common stock and may be repurchased under the expanded authorization at the company’s discretion.

How will Chewy (CHWY) execute share repurchases under this program?

Chewy may repurchase shares through open market transactions, privately negotiated deals, or trades made in compliance with Rule 10b-18 and/or Rule 10b5-1. The company has flexibility to choose methods based on market conditions and legal requirements.

Does Chewy’s repurchase program have an expiration date or minimum buyback requirement?

The program has no expiration date and does not require Chewy to repurchase any specific number of shares. It may be modified, suspended, or terminated at any time, giving the company broad flexibility in how and when it uses the authorization.

What factors will influence the timing and amount of Chewy’s share repurchases?

Chewy states that buybacks will depend on stock price, trading volume, market conditions, applicable legal requirements, and other general business considerations. These factors will guide whether, when, and how aggressively the company deploys its repurchase capacity.

Filing Exhibits & Attachments

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