Chewy insiders convert 13,280,212 Class B to Class A, then sell at $37.65

Rhea-AI Filing Summary

Chewy, Inc. (CHWY) reported a large insider transaction. On October 9, 2025, affiliated reporting persons converted 13,280,212 shares of Class B common stock into Class A common stock on a one-for-one basis and then sold 13,280,212 Class A shares at $37.65 per share.

Following these transactions, their reported non-derivative Class A holdings were 0 shares. The group continued to beneficially own 176,478,229 shares of Class B common stock indirectly. The filing notes that each Class B share is convertible into one Class A share and describes the multi-entity ownership structure through which the reporting persons hold their interests.

Insights

Insider transactions analyst

Large convert-and-sell: 13,280,212 shares at $37.65; Class B stake remains.

Affiliated holders converted 13,280,212 Class B shares into Class A on a one-for-one basis and sold the same number at $37.65 on October 9, 2025. This sequence reflects a standard mechanism where super-voting Class B can be converted to Class A for liquidity.

Post-transaction, reported non-derivative Class A holdings were zero, while 176,478,229 Class B shares remained beneficially owned indirectly. Because Class B is convertible one-for-one into Class A, decisions by these holders could influence future conversions and trading activity, though timing is not indicated in the excerpt.

The filing characterizes the relationship across multiple affiliated entities and includes deputization language regarding board designees. Implications for float or voting dynamics depend on any future conversions or sales by these holders.

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

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)
10/09/2025

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	10/09/2025		C		13,280,212	A	(1)	13,280,212	I	See footnotes(2)(3)
Class A common stock, par value $0.01	10/09/2025		S		13,280,212	D	$37.65	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)	10/09/2025		C			13,280,212	(1)	(1)	Class A common stock, par value $0.01	13,280,212	(1)	176,478,229	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	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CHWY insiders report on the Form 4?

Affiliates converted 13,280,212 Class B shares into Class A and sold 13,280,212 Class A shares at $37.65 on October 9, 2025.

What price did the CHWY shares sell for in this transaction?

The reported sale price was $37.65 per share.

How many CHWY Class A shares did the reporting persons hold after the sale?

They reported 0 non-derivative Class A shares beneficially owned after the transactions.

How many CHWY Class B shares do the reporting persons still beneficially own?

They continued to beneficially own 176,478,229 Class B shares indirectly.

What is the conversion ratio between CHWY Class B and Class A shares?

Each Class B share is convertible into one Class A share on a one-for-one basis.

What is the relationship of the reporting persons to Chewy (CHWY)?

They are listed as 10% owners and may be considered directors by deputization under Section 16.