Chewy, Inc. (Chewy) has announced a preliminary prospectus supplement for the offering of $500,000,000 of its Class A Common Stock. The selling securityholder, identified in the prospectus supplement, is offering the shares at an assumed purchase price of $30.90 per share, based on the last reported sale price on the NYSE as of September 18, 2024. Chewy will not receive any proceeds from the sale of shares by the Selling Securityholder. Concurrently, Chewy has agreed to repurchase $300 million of Class A Common Stock from the Selling Securityholder in a private transaction at the same per-share price. This repurchase is separate from Chewy's existing $500 million share repurchase program authorized on May 24, 2024. The transaction is expected to be completed concurrently with the offering, subject...Show More

Chewy, Inc. (Chewy) has announced a preliminary prospectus supplement for the offering of $500,000,000 of its Class A Common Stock. The selling securityholder, identified in the prospectus supplement, is offering the shares at an assumed purchase price of $30.90 per share, based on the last reported sale price on the NYSE as of September 18, 2024. Chewy will not receive any proceeds from the sale of shares by the Selling Securityholder. Concurrently, Chewy has agreed to repurchase $300 million of Class A Common Stock from the Selling Securityholder in a private transaction at the same per-share price. This repurchase is separate from Chewy's existing $500 million share repurchase program authorized on May 24, 2024. The transaction is expected to be completed concurrently with the offering, subject to closing conditions. The Selling Securityholder and its affiliates, known as the BCP Stockholder Parties, are currently the majority stockholders of Chewy. Upon completion of the offering and repurchase, they will retain approximately 60.9% of Chewy's total outstanding shares and about 94.0% of the combined voting power. The offering is not conditioned upon the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned upon the closing of this offering.