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 (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.
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
Chewy announced a significant secondary offering where a selling securityholder is offering 23,952,096 shares of Class A Common Stock at $41.95 per share, totaling approximately $1 billion. Chewy will not receive any proceeds from this sale.
Key transaction details include:
- Concurrent with the offering, Chewy agreed to repurchase $100 million worth of shares (2,395,210 shares) from the selling securityholder at the same price
- The underwriter (J.P. Morgan) has an option to purchase up to 3,592,815 additional shares
- After the offering and repurchase, BCP Stockholder Parties will retain 193,351,255 shares of Class B common stock, representing approximately 46.8% of total outstanding shares and 89.8% of voting power
The transaction maintains Chewy's status as a "controlled company" under NYSE rules. The concurrent repurchase was approved by a special committee of independent directors and is separate from Chewy's existing $500 million share repurchase program.