Welcome to our dedicated page for Chewy SEC filings (Ticker: CHWY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Chewy, Inc. SEC filings document material events for an NYSE-listed online petcare retailer, including quarterly and annual operating results furnished on Form 8-K, Class A common stock registration details, and capital-structure actions involving common stock repurchases.
The company’s filings also cover governance and shareholder matters, including officer appointments and transitions, annual meeting vote results, director elections, auditor ratification, executive compensation advisory votes, and board-approved corporate actions. These records describe Chewy’s formal public-company disclosures around results, leadership, shareholder voting, and capital allocation.
Chewy has announced the pricing of an upsized public offering of 23,952,096 shares of Class A common stock by Buddy Chester Sub LLC (affiliated with BC Partners) at $41.95 per share. The underwriter has a 30-day option to purchase an additional 3,592,815 shares.
Key transaction details:
- Concurrent with the offering, Chewy will repurchase $100 million of its Class A shares at the same price as the offering
- The repurchase is separate from existing $500 million share repurchase program
- Post-transaction shareholding structure will change to approximately 219 million Class A shares and 193 million Class B shares
- J.P. Morgan is acting as sole underwriter
The offering and concurrent repurchase are expected to close by June 25, 2025. Chewy will not receive any proceeds from the offering. The transaction demonstrates significant ownership changes for the e-commerce pet products retailer, which currently partners with 3,200 brands and offers 130,000 products and services.
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.
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.
Chewy, Inc. (NYSE: CHWY) has filed a Rule 424(b)(7) prospectus supplement covering a $1.0 billion secondary offering of Class A common stock. All shares are being sold by an existing majority holder (the “Selling Securityholder”) and no proceeds will go to the company. At the assumed price of $41.91, the transaction represents roughly 23.86 million shares.
Concurrent Repurchase: Chewy will separately buy back $100 million of Class A shares (≈2.39 million) from the Selling Securityholder at the same price in a private transaction. This buyback was approved by an independent board committee and does not count toward the company’s previously-authorized $500 million repurchase program.
Post-transaction ownership: After the offering and repurchase, the BCP Stockholder Parties are expected to hold 193.45 million Class B shares, equating to about 46.9% of total common shares but roughly 89.8% of voting power, so Chewy will remain a “controlled company” under NYSE rules. If the underwriter (J.P. Morgan) exercises its 30-day option to buy up to an additional $150 million of stock, BCP’s stake would fall marginally to 46.0% of shares and 89.5% of voting power.
Key mechanics:
- Offering size: $1.0 billion; optional additional $150 million.
- Pricing reference: $41.91 (last close 20 Jun 2025).
- Settlement expected on or about the closing date of the prospectus supplement.
- Chewy pays no underwriting fees on the shares it repurchases.
Investor considerations: The transaction increases free float and liquidity but introduces potential near-term selling pressure. The incremental $100 million buyback is modest (<1% of market cap at the assumed price) yet incrementally accretive. Governance remains tightly controlled by BCP despite the sale.
Chewy, Inc. (NYSE: CHWY) has filed a Rule 424(b)(7) prospectus supplement covering a $1.0 billion secondary offering of Class A common stock. All shares are being sold by an existing majority holder (the “Selling Securityholder”) and no proceeds will go to the company. At the assumed price of $41.91, the transaction represents roughly 23.86 million shares.
Concurrent Repurchase: Chewy will separately buy back $100 million of Class A shares (≈2.39 million) from the Selling Securityholder at the same price in a private transaction. This buyback was approved by an independent board committee and does not count toward the company’s previously-authorized $500 million repurchase program.
Post-transaction ownership: After the offering and repurchase, the BCP Stockholder Parties are expected to hold 193.45 million Class B shares, equating to about 46.9% of total common shares but roughly 89.8% of voting power, so Chewy will remain a “controlled company” under NYSE rules. If the underwriter (J.P. Morgan) exercises its 30-day option to buy up to an additional $150 million of stock, BCP’s stake would fall marginally to 46.0% of shares and 89.5% of voting power.
Key mechanics:
- Offering size: $1.0 billion; optional additional $150 million.
- Pricing reference: $41.91 (last close 20 Jun 2025).
- Settlement expected on or about the closing date of the prospectus supplement.
- Chewy pays no underwriting fees on the shares it repurchases.
Investor considerations: The transaction increases free float and liquidity but introduces potential near-term selling pressure. The incremental $100 million buyback is modest (<1% of market cap at the assumed price) yet incrementally accretive. Governance remains tightly controlled by BCP despite the sale.