BC Partners discloses 176,478,229 CHWY shares via Class B conversion

Rhea-AI Filing Summary

Chewy, Inc. filed an amended Schedule 13G (Amendment No. 7) reporting that affiliates of BC Partners beneficially own 176,478,229 shares of Class A Common Stock issuable upon one-for-one conversion of Class B shares. This represents 42.56% of the outstanding common stock, calculated from 414,638,724 shares (238,160,495 Class A outstanding as of November 3, 2025, plus the 176,478,229 shares issuable upon conversion).

The reporting persons—BC Partners Holdings Limited, CIE Management IX Limited, Argos Holdings GP LLC, Argos Holdings L.P., and Citrus Intermediate Holdings L.P.—report shared voting and dispositive power over 176,478,229 shares and no sole power. The date of the event requiring the filing is September 30, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

CHEWY, INC.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Title of Class of Securities)

16679L109

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 16679L109

1

Names of Reporting Persons

BC Partners Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 176,478,229.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 176,478,229.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

176,478,229.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.56 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported securities represent 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable upon conversion of the shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

CUSIP No. 16679L109

1

Names of Reporting Persons

CIE Management IX Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 176,478,229.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 176,478,229.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

176,478,229.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.56 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported securities represent 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

CUSIP No. 16679L109

1

Names of Reporting Persons

Argos Holdings GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 176,478,229.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 176,478,229.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

176,478,229.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.56 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The reported securities represent 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

CUSIP No. 16679L109

1

Names of Reporting Persons

Argos Holdings L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 176,478,229.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 176,478,229.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

176,478,229.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.56 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities represent 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

CUSIP No. 16679L109

1

Names of Reporting Persons

Citrus Intermediate Holdings L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 176,478,229.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 176,478,229.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

176,478,229.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.56 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities represent 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CHEWY, INC.
(b)	Address of issuer's principal executive offices: 7700 West Sunrise Boulevard, Plantation, Florida 33322
Item 2.
(a)	Name of person filing: This Statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) BC Partners Holdings Limited (ii) CIE Management IX Limited (iii) Argos Holdings GP LLC (iv) Argos Holdings L.P. (v) Citrus Intermediate Holdings L.P.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is as follows: 650 Madison Avenue New York, New York 10022
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: Class A Common Stock, $0.01 par value
(e)	CUSIP No.: 16679L109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to row 9 on each cover page. 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"), which indirectly is the sole equity holder of Citrus Intermediate Topco LLC and Buddy Chester Sub LLC, the direct holders of the reported securities. GP LLC is the general partner of Citrus. CIE Management IX Limited 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 Management IX Limited. Pursuant to Rule 13d-1 of the Act, the Reporting Persons expressly declare that the filing of this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement held by any other person.
(b)	Percent of class: See responses to row 11 on each cover page. All ownership percentages reported herein are calculated assuming 414,638,724 shares of Common Stock outstanding based upon (i) 238,160,495 shares of Class A Common Stock outstanding as of November 3, 2025 as provided by the Issuer, as increased by (ii) 176,478,229 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock held by the Reporting Persons. Based on these calculations, the Reporting Persons may be deemed to share beneficial ownership of 42.56% of the Issuer's outstanding shares of Class A Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BC Partners Holdings Limited

Signature:	/s/ Mark Rodliffe, /s/ Karen Jamieson
Name/Title:	Mark Rodliffe / Authorized Signatory, Karen Jamieson / Authorized Signatory
Date:	11/10/2025

CIE Management IX Limited

Signature:	/s/ Mark Rodliffe, /s/ Matthew Elston
Name/Title:	Mark Rodliffe / Authorized Signatory, Matthew Elston / Authorized Signatory
Date:	11/10/2025

Argos Holdings GP LLC

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang / Authorized Signatory
Date:	11/10/2025

Argos Holdings L.P.

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang / Authorized Signatory
Date:	11/10/2025

Citrus Intermediate Holdings L.P.

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang / Authorized Signatory
Date:	11/10/2025

Comments accompanying signature: Exhibit I Joint Filing Agreement, incorporated into this Schedule 13G by reference to Exhibit I of the Amendment 6 to the Schedule 13G filed with the SEC on February 12, 2024.

FAQ

What ownership did BC Partners report in CHWY on Schedule 13G/A?

They reported beneficial ownership of 176,478,229 Class A shares issuable upon one-for-one conversion of Class B shares, representing 42.56%.

How was the 42.56% stake in CHWY calculated?

Based on 414,638,724 shares outstanding: 238,160,495 Class A shares (as of Nov 3, 2025) plus 176,478,229 shares issuable upon conversion of Class B held by the reporting persons.

Who are the reporting persons in Chewy’s 13G/A?

BC Partners Holdings Limited, CIE Management IX Limited, Argos Holdings GP LLC, Argos Holdings L.P., and Citrus Intermediate Holdings L.P.

What voting and dispositive powers were reported for CHWY?

The group reports shared voting power and shared dispositive power over 176,478,229 shares, and no sole power.

What is the conversion ratio for Chewy’s Class B to Class A shares?

The filing states a one-for-one conversion ratio from Class B to Class A Common Stock.

What is the event date for this ownership report on CHWY?

The date of the event requiring the filing is September 30, 2025.

What was Chewy’s Class A share count used in the calculation?

238,160,495 Class A shares were outstanding as of November 3, 2025, as provided by the issuer.