[FWP] Chewy, Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Chewy has announced a significant public offering where its largest shareholder, Buddy Chester Sub LLC (affiliated with BC Partners), will sell $1.0 billion of Class A common stock with an additional $150.0 million option for underwriters. J.P. Morgan is serving as the sole underwriter for this offering.

Key transaction details include:

• Chewy will concurrently repurchase $100.0 million of Class A common stock from the selling stockholder at the same price as the underwriters
• The repurchase is separate from Chewy's existing $500 million share repurchase program from May 2024
• Chewy will not receive any proceeds from the offering
• The concurrent repurchase is contingent on the offering's completion, but not vice versa

The company currently partners with 3,200 brands and offers approximately 130,000 products and services through its e-commerce platform, positioning itself as a leading online destination for pet products, supplies, and prescriptions.

Positive

• Chewy's largest shareholder BC Partners' planned exit through a $1B stock offering indicates confidence in the company's ability to maintain stability post-sale
• The company demonstrates financial strength by executing a $100M concurrent share repurchase, separate from its existing $500M repurchase program
• Chewy maintains a strong market position with approximately 3,200 brand partnerships and 130,000 product offerings

Negative

• Major shareholder BC Partners' $1B stock sale could create significant selling pressure on the stock
• The large secondary offering may signal BC Partners' desire to reduce exposure, potentially indicating less favorable growth prospects
• Additional $150M option granted to underwriters could further increase selling pressure if exercised

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated June 23, 2025

Registration No.: 333-274535

Chewy, Inc. Announces Public Offering of Class A Common Stock by Selling Stockholder and Concurrent Share Repurchase

PLANTATION, Fla. – (BUSINESS WIRE) – June 23, 2025 – Chewy, Inc. (NYSE: CHWY) (“Chewy”), a trusted destination for pet parents and partners everywhere, announced today the commencement of an underwritten public offering of $1.0 billion of shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), by Buddy Chester Sub LLC (the “Selling Stockholder”), which is an entity affiliated with funds advised by BC Partners PE, LP (“BC Partners”), Chewy’s largest shareholder (the “Offering”). The Selling Stockholder intends to grant the underwriters a 30-day option to purchase up to an additional $150.0 million of shares of Class A Common Stock. Chewy will not sell any shares of its Class A Common Stock in the Offering and will not receive any proceeds from the sale of the shares of Class A Common Stock being offered by the Selling Stockholder. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.

In addition, Chewy has agreed to purchase from the Selling Stockholder $100.0 million of Class A Common Stock at a price per share equal to the per share purchase price to be paid by the underwriters in the Offering specified above (the “Concurrent Repurchase”). The Concurrent Repurchase was approved by a special committee of Chewy’s Board of Directors, consisting solely of independent directors not affiliated with BC Partners. The repurchased shares will be cancelled and retired upon completion of the Concurrent Repurchase. The Concurrent Repurchase is being executed separately from the Company’s existing $500 million share repurchase program authorized on May 24, 2024, which will be unaffected by this transaction. We expect the closing of the Concurrent Repurchase to occur substantially concurrently with the closing of the Offering. The Offering is not conditioned upon the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned upon the closing of the Offering.

J.P. Morgan is acting as the sole underwriter for the Offering. Chewy has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the Offering. A preliminary prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents Chewy has filed with the SEC for more complete information about Chewy and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Chewy or J.P. Morgan will arrange to send you the preliminary prospectus supplement and accompanying prospectus relating to the Offering if you contact J.P. Morgan: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Chewy

Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. We believe that we are the preeminent online source for pet products, supplies and prescriptions as a result of our broad selection of high-quality products and services, which we offer at competitive prices and deliver with an exceptional level of care and a personal touch to build brand loyalty and drive repeat purchasing. We seek to continually develop innovative ways for our customers to engage with us, as our websites and mobile applications allow our pet parents to manage their pets’ health, wellness, and merchandise needs, while enabling them to conveniently shop for our products. We partner with approximately 3,200 of the best and most trusted brands in the pet industry, and we create and offer our own private brands. Through our websites and mobile applications, we offer our customers approximately 130,000 products and services offerings, to bring what we believe is a high-bar, customer-centric experience to our customers.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. All statements other than statements of historical facts contained in this communication are forward-looking statements, which involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to our ability to close the Offering and Concurrent Repurchase and complete any repurchases under our share repurchase program following the Offering and Concurrent Repurchase. You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements contained in this communication primarily on our current assumptions, expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, the preliminary prospectus supplement and accompanying prospectus and elsewhere in our filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this communication. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Investor Contact:

ir@chewy.com

Media Contact:

Diane Pelkey

dpelkey@chewy.com

FAQ

How much stock is CHWY offering in its June 2025 public offering?

The offering consists of $1.0 billion of Class A common stock being sold by Buddy Chester Sub LLC (affiliated with BC Partners), with an additional 30-day option for underwriters to purchase up to $150.0 million more shares. Important to note: Chewy itself is not selling any shares and will not receive any proceeds from this offering.

How many shares is CHWY repurchasing concurrent with the 2025 stock offering?

Chewy has agreed to repurchase $100.0 million of Class A Common Stock from the Selling Stockholder at the same price per share as the underwriters' purchase price. These repurchased shares will be cancelled and retired upon completion. This repurchase is separate from Chewy's existing $500 million share repurchase program authorized in May 2024.

Who is the underwriter for CHWY's June 2025 stock offering?

J.P. Morgan is acting as the sole underwriter for the offering. Investors can obtain the preliminary prospectus supplement and accompanying prospectus through J.P. Morgan c/o Broadridge Financial Solutions or via email at prospectus-eq_fi@jpmchase.com.

What is the current scale of CHWY's business operations in 2025?

According to the filing, Chewy partners with approximately 3,200 trusted brands in the pet industry and offers approximately 130,000 products and services through their websites and mobile applications. They also create and offer their own private brands.

Who is selling shares in CHWY's June 2025 stock offering?

The selling stockholder is Buddy Chester Sub LLC, an entity affiliated with BC Partners PE, LP (Chewy's largest shareholder). This is not a primary offering by Chewy - the company itself is not selling any shares and will not receive any proceeds from the sale.