BC Partners Trims Chewy Stake, Converts & Offloads Nearly 30M Shares

Rhea-AI Filing Summary

Chewy (NYSE:CHWY) filed a Form 4 detailing that 10% owner Argos Holdings and related BC Partners affiliates converted 29.94 million Class B shares into Class A and immediately sold the entire block at $41.75 on 06/25/2025, generating roughly $1.25 billion in proceeds.

Post-sale the group retains 189.76 million Class B shares (super-voting) and now holds 0 Class A shares, trimming economic exposure by ~13% while maintaining voting control. The transaction increases the public float by about 6% and could create near-term supply pressure.

• Transactions coded “C” (conversion) and “S” (sale).
• No Rule 10b5-1 plan indicated.
• Form filed jointly by multiple BC Partners entities.

Positive

• Conversion and sale add 29.94 million Class A shares (~6% of shares outstanding) to public float, potentially enhancing liquidity

Negative

• 10% owner disposed 29.94 million shares at $41.75 (~$1.25 billion), reducing economic stake by ~13% and creating potential supply overhang

Insights

Portfolio Manager

TL;DR: $1.25 B insider sale likely pressures CHWY shares near term.

The controlling shareholder monetised 29.9 M shares in one day, reducing its economic stake by roughly 13% yet preserving super-voting rights through the remaining 189.8 M Class B shares. Such a sizable, discretionary block sale often signals lower long-term commitment and can lead to an overhang until the market digests the new supply. While the added float improves liquidity, the departure of a major holder at $41.75 sets an implicit valuation ceiling and may temper upside momentum. I view the filing as materially negative for sentiment and short-term price dynamics.

Governance Analyst

TL;DR: Economic stake cut, control intact; governance alignment weakens.

The conversion-and-sale transfers 6% of outstanding equity into public hands but leaves voting power concentrated: Class B still gives BC Partners outsized influence. This structure means public shareholders gain liquidity without proportional governance voice, a classic dual-class tension. The absence of a 10b5-1 plan suggests opportunistic timing, and future sales remain possible given the large residual stake. Overall impact skews negative for minority-holder alignment, though not catastrophic because operational management stays unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Argos Holdings GP LLC

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.01	06/25/2025		C		29,940,120	A	(1)	29,940,120	I	See footnotes(2)(3)
Class A common stock, par value $0.01	06/25/2025		S		27,544,910	D	$41.75	2,395,210	I	See footnotes(2)(3)
Class A common stock, par value $0.01	06/25/2025		S		2,395,210	D	$41.75	0	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock, par value $0.01	(1)	06/25/2025		C			29,940,120	(1)	(1)	Class A common stock, par value $0.01	29,940,120	(1)	189,758,441	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

Argos Holdings GP LLC

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Argos Holdings L.P.

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CIE Management IX Ltd

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BC Partners Holdings Ltd

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Citrus Intermediate Holdings L.P.

(Last) (First) (Middle)

650 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Class A common stock was issued upon conversion of one share of Class B common stock. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis.

2. Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. CIE Management IX Limited ("CIE") controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE.

3. The reported securities are held directly by affiliates and accounts managed by the Reporting Persons. Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designated or nominated by the Reporting Persons, the Reporting Persons may be directors of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.

	/s/ Michael Chang, as Attorney-in-Fact for the Reporting Persons	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many CHWY shares did the 10% owner sell on 06/25/2025?

The reporting group sold 29,940,120 Class A shares.

At what price were the Chewy shares sold?

Both sale tranches were executed at $41.75 per share.

What was the total value of the June 2025 insider sale?

Gross proceeds were approximately $1.25 billion (29.94 M × $41.75).

How many Class B shares does the insider still own after the transaction?

They continue to beneficially own 189,758,441 Class B shares.

Did the filing indicate use of a Rule 10b5-1 trading plan?

No; the 10b5-1(c) checkbox was not marked, implying a discretionary sale.

What percentage of the insider's stake was sold?

About 13% of their reported beneficial ownership was disposed of.