Every 8-K that Chewy, Inc. (CHWY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CHWY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CHWY filings page.
Chewy, Inc. (CHWY) reported solid results for the second quarter of fiscal 2026 ended August 2, 2026, with net sales of $3.33 billion, up 7.3% year over year, and a gross margin of 30.4% that was consistent with the prior year. Net income rose to $80.5 million with a 2.4% net margin, and diluted EPS increased to $0.20. Adjusted EBITDA was $226.7 million, a 6.8% margin, reflecting a 90-basis-point improvement. Active customers grew 3.8% to 21.705 million, with Autoship customer sales reaching $2.82 billion, or 84.6% of net sales. Management highlighted the durability of recurring revenue and raised its full-year revenue and profitability outlook while continuing to invest in customer engagement.
Chewy, Inc. reported the results of its July 9, 2026 annual meeting of stockholders. Stockholders elected five Class I directors — Raymond Svider, Marco Castelli, Nat Goldhaber, James Nelson, and Martin H. Nesbitt — each to serve until the 2029 annual meeting, subject to earlier departure events.
Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 1,966,674,130 votes for and 1,277,136 against. They also approved, on a non-binding advisory basis, the compensation of named executive officers (Say on Pay), and supported holding future Say on Pay votes every 1 year, in line with the board’s recommendation.
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.
Chewy, Inc. reported strong first quarter fiscal 2026 results for the 13 weeks ended May 3, 2026. Net sales reached $3.36 billion, up 7.7% year over year, while net income increased to $94.8 million, producing a net margin of 2.8%.
Profitability improved meaningfully, with basic and diluted earnings per share rising to $0.23 from $0.15 and Adjusted EBITDA climbing to $253.1 million with a 7.5% margin. Free cash flow was $70.8 million. Active customers grew to 21.497 million, and Autoship customer sales of $2.83 billion accounted for 84.4% of net sales, underscoring a recurring revenue base.
Chewy, Inc. has reached a proposed settlement of a Delaware stockholder derivative lawsuit challenging its Downstream Merger with entities affiliated with BC Partners. Under a stipulation dated April 6, 2026, defendants and their insurers will pay $29,500,000 in cash to Chewy if the Court grants final approval.
A Special Litigation Committee of independent directors investigated the claims and concluded settlement is in the best interests of Chewy and current stockholders. The Court of Chancery has scheduled a settlement hearing for June 23, 2026 at 1:30 p.m., and a detailed notice and the settlement agreement are posted on Chewy’s investor relations site.
Plaintiff’s counsel plan to seek Court approval for attorneys’ fees and expenses up to $5,500,000 and an incentive award to the plaintiff up to $5,000, to be paid by Chewy from the settlement amount. Defendants deny wrongdoing, and the settlement includes broad mutual releases that, once effective, will dismiss the action with prejudice.
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.
Chewy, Inc. reported solid fiscal 2025 growth with stronger profitability and cash generation. Net sales reached $12.60 billion, up 6.2% year over year, or 8.3% on a normalized 52-week basis. Adjusted EBITDA grew to $719.2 million, a 26.1% increase, with adjusted EBITDA margin improving to 5.7%.
Full-year net income was $222.8 million, while free cash flow rose to $562.4 million. For fiscal Q4 2025, net sales were $3.26 billion, up 0.5% year over year, or 8.1% on a normalized 13-week basis, with net income of $39.2 million and adjusted EBITDA of $162.3 million.
Chewy ended the year with 21.327 million active customers, net sales per active customer of $591, and Autoship customer sales of $10,497.1 million, representing 83.3% of net sales. Cash and cash equivalents increased to $860.1 million, and total stockholders’ equity rose to $497.9 million.
Chewy, Inc. appointed Chris Deppe as Chief Financial Officer and principal financial officer, effective February 23, 2026, replacing interim principal financial officer William Billings, who remains Chief Accounting Officer. The company states Billings’ change in role did not involve any disagreement over operations or financial reporting.
Deppe joined Chewy in 2022 and previously spent more than 16 years in senior finance roles at Amazon after earlier experience at Intel. His offer letter provides a $450,000 annual base salary, target annual bonus equal to 100% of eligible earnings, a recurring annual equity grant valued at 800% of base salary split between time-based and performance-based RSUs, and a one-time RSU grant valued at $8,781,141 that vests over four years, all subject to board approval.
In the accompanying press release, Chewy highlights Deppe’s role in advancing its financial strategy and reaffirms its financial outlook, including its long-term plan toward a 10% Adjusted EBITDA margin and guidance for fiscal year 2025, while expressing confidence heading into fiscal 2026.
Chewy, Inc. reported that its Chief Technology Officer, Satish Mehta, has notified the company of his intention to retire. His retirement is expected to be effective on February 6, 2026, following notice given on January 13, 2026. Chewy plans to conduct a search to identify a successor for the CTO role, signaling a planned transition in the company’s technology leadership.
Chewy, Inc. reported that it has released its financial results for the third quarter of fiscal year 2025, which ended on November 2, 2025. The company announced these results on December 10, 2025 through a press release that is furnished as Exhibit 99.1 to this report and incorporated by reference.
Chewy also scheduled a conference call on December 10, 2025 at 8 a.m. Eastern Time to discuss its third quarter fiscal 2025 performance. The information in this report, including the press release, is being furnished rather than filed, which limits how it is treated under federal securities laws.
Chewy, Inc. furnished an 8-K stating that it announced financial results for the second quarter of fiscal year 2025, which ended on August 3, 2025, through a press release dated September 10, 2025. The company also scheduled a conference call on September 10, 2025 at 8 a.m. Eastern Time to discuss these second-quarter results. The press release is included as Exhibit 99.1 and is incorporated by reference, but the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act.
Chewy announced two significant transactions on June 20, 2025: a secondary offering and a stock repurchase. In the secondary offering, Buddy Chester Sub LLC, affiliated with BC Partners PE LP, sold 23,952,096 shares of Class A common stock at $41.95 per share. The underwriter, J.P. Morgan Securities, exercised their option to purchase an additional 3,592,815 shares.
Simultaneously, Chewy entered into a $100 million stock repurchase agreement with the seller, acquiring 2,395,210 shares at the same price per share as the secondary offering. These repurchased shares have been cancelled and retired. The repurchase was approved by a special committee of independent directors and executed outside of the company's existing share repurchase program.
Key Points:
- Chewy received no proceeds from the secondary offering
- Transaction closed on June 25, 2025
- Stock repurchase price matched secondary offering at $41.95 per share
- Legal opinion provided by Kirkland & Ellis LLP