CHWY 10-Q
Chewy, Inc. (CHWY)
10-Q
2026-09-09
For: 2026-08-02
View Original
Added on
September 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended August 2, 2026
or
For the transition period from ____ to ____
Commission File Number: 001-38936
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(786 ) 320-7111
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
| Class | Outstanding as of September 2, 2026 | |||||||
| Class A Common Stock, $0.01 par value per share | ||||||||
| Class B Common Stock, $0.01 par value per share | ||||||||
CHEWY, INC.
FORM 10-Q
For the Quarterly Period Ended August 2, 2026
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2026 contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our share repurchase program, our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. 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 the forward-looking statements contained in this Quarterly Report on Form 10-Q 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:
•sustain our recent growth rates and successfully manage challenges to our future growth, including introducing new products or services, improving existing products and services, and expanding into new jurisdictions and offerings;
•successfully respond to business disruptions;
•successfully manage risks related to the macroeconomic environment, including any adverse impacts on our business operations, financial performance, supply chain, workforce, facilities, customer services and operations;
•acquire and retain new customers in a cost-effective manner and increase our net sales, improve margins and maintain profitability;
•manage our growth effectively;
•maintain positive perceptions of the Company and preserve, grow and leverage the value of our reputation and our brand;
•limit operating losses as we continue to expand our business;
•forecast net sales and appropriately plan our expenses in the future;
•estimate our market share;
•strengthen our current supplier relationships, retain key suppliers and source additional suppliers;
•negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships with such parties;
•mitigate changes in, or disruptions to, our shipping arrangements and operations;
•optimize, operate and manage the expansion of the capacity of our fulfillment centers;
•provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology;
•limit our losses related to online payment methods;
•maintain and scale our technology, the reliability of our websites, mobile applications, and network infrastructure, including through the use of artificial intelligence;
•maintain adequate cybersecurity with respect to our systems and retain third-party service providers that do the same with respect to their systems;
•maintain consumer confidence in the safety, quality and health of our products;
•limit risks associated with our suppliers and our outsourcing partners;
•comply with existing or future laws and regulations in a cost-efficient manner;
•utilize net operating loss and tax credit carryforwards, and other tax attributes;
•adequately protect our intellectual property rights;
•successfully defend ourselves against any allegations or claims that we may be subject to;
•attract, develop, motivate and retain highly-qualified and skilled employees;
•respond to economic conditions, industry trends, and market conditions, and their impact on the pet products market;
•reduce merchandise returns or refunds;
•respond to severe weather and limit disruption to normal business operations;
•manage new acquisitions, investments or alliances, and integrate them into our existing business;
•successfully compete in new offerings;
•manage challenges presented by international markets;
•successfully compete in the pet products and services health and retail industry, especially in the e-commerce sector;
•comply with the terms of our credit facility;
•raise capital as needed; and
•maintain effective internal control over financial reporting.
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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 Quarterly Report on Form 10-Q 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” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026, in our other filings with the Securities and Exchange Commission, our subsequent quarterly reports, and elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. 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.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q 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. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), filings with the Securities and Exchange Commission (the “SEC”), press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.
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Item 1. Financial Statements (Unaudited)
CHEWY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
| As of | |||||||||||
| August 2, 2026 | February 1, 2026 | ||||||||||
| Assets | (Unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in millions, except per share data)
(Unaudited)
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest and other income, net | |||||||||||||||||||||||
| Income before income tax provision | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to common Class A and Class B stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares used in computing earnings per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(Unaudited)
| 13 Weeks Ended August 2, 2026 | |||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of May 3, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Vesting of share-based compensation awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Tax withholdings for share-based compensation awards | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance as of August 2, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| 13 Weeks Ended August 3, 2025 | |||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of May 4, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Vesting of share-based compensation awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of August 3, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| 26 Weeks Ended August 2, 2026 | |||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of February 1, 2026 | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Vesting of share-based compensation awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Tax withholdings for share-based compensation awards | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance as of August 2, 2026 | ( | $ | $ | ||||||||||||||||||||||||||||||||
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| 26 Weeks Ended August 3, 2025 | |||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of February 2, 2025 | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Vesting of share-based compensation awards | ( | — | — | ||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of August 3, 2025 | ( | ||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
CHEWY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| 26 Weeks Ended | |||||||||||
| August 2, 2026 | August 3, 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Non-cash lease expense | |||||||||||
| Unrealized foreign currency (gains) losses, net | ( | ||||||||||
| Other adjustments | |||||||||||
| Net change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other non-current assets | ( | ||||||||||
| Trade accounts payable | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other long-term liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from maturities of marketable securities | |||||||||||
| Purchases of marketable securities | ( | ||||||||||
| Cash paid for acquisition of businesses, net of cash acquired | ( | ||||||||||
| Other investing activities | ( | ||||||||||
| Net cash (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Proceeds from, net of income taxes paid for, parent reorganization transaction | |||||||||||
| Repayment of borrowings and related financing costs | ( | ||||||||||
| Proceeds from debt | |||||||||||
| Principal repayments of debt | ( | ||||||||||
| Payments for tax withholdings related to vesting of share-based compensation awards | ( | ||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net (decrease) in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, as of beginning of period | |||||||||||
| Cash and cash equivalents, as of end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
CHEWY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.Description of Business
Chewy, Inc. and its wholly-owned subsidiaries (collectively “Chewy” or the “Company”) is primarily an e-commerce business geared toward pet products and services. Chewy serves its customers through its retail websites, and its mobile applications and focuses on delivering exceptional customer service, competitive prices, outstanding convenience (including Chewy’s Autoship subscription program, fast shipping, and hassle-free returns), and a large selection of high-quality pet food, treats and supplies, and pet healthcare products and services.
As of September 2, 2026, BC Partners Advisors LP (“BC Partners”) and its affiliates, La Caisse de dépôt et placement du Québec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP and funds advised by Longview Asset Management, LLC (collectively, the “Sponsors”) control a majority of the voting power of our outstanding common stock. As a result, we are considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The Company’s accompanying unaudited condensed consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The unaudited condensed consolidated financial statements and notes thereto of Chewy, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).
All adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the quarterly period ended August 2, 2026 are not necessarily indicative of the results for the entire fiscal year. The unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2026 should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2026 (“10-K Report”).
Fiscal Year
The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2026 fiscal year ends on January 31, 2027 and is a 52-week year. The Company’s 2025 fiscal year ended February 1, 2026 and was a 52-week year.
Significant Accounting Policies
Other than policies noted herein, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the 10-K Report.
Use of Estimates
GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.
Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based
8
compensation. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.
Accrued Expenses and Other Current Liabilities
The following table presents the components of accrued expenses and other current liabilities (in millions):
| As of | |||||||||||
| August 2, 2026 | February 1, 2026 | ||||||||||
| Outbound fulfillment | $ | $ | |||||||||
| Advertising and marketing | |||||||||||
| Payroll liabilities | |||||||||||
| Accrued expenses and other | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
Stockholders’ Equity
Share Repurchase Activity
Share Repurchase Program
On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of its Class A common stock, par value $0.01 per share (the “Class A common stock”), and/or Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “common stock”), pursuant to a share repurchase program (the “Repurchase Program”). On April 7, 2026, the Company’s Board of Directors approved an increase of $500 million to the Repurchase Program. Under the Repurchase Program, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, through repurchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other means. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. The Repurchase Program does not require the Company to repurchase any specific dollar amount or to acquire any specific number of shares of common stock. The Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time.
During the thirteen weeks ended August 2, 2026 9,886,243 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program for a total cost of $199.9 million, excluding the cost of commissions and excise taxes. During the twenty-six weeks ended August 2, 2026, 17,485,469 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program for a total cost of $400.0 million, excluding the cost of commissions and excise taxes. The authorized value of shares available to be repurchased under the Repurchase Program excludes the cost of commissions and excise taxes and as of August 2, 2026, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $350.1 million. As of August 2, 2026, the total unpaid cost of share repurchases was $1.5 million for excise taxes.
During the twenty-six weeks ended August 3, 2025, 1,294,475 and 2,395,210 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2025 Concurrent Stock Repurchase for a total cost of $46.8 million and $100.0 million, respectively, excluding the cost of commissions and excise taxes.
9
June 2025 Secondary Offering and Concurrent Stock Repurchase
On June 23, 2025, the Company entered into an underwriting agreement with the Seller and J.P. Morgan Securities LLC (the “Underwriter”), relating to the offer and sale by the Seller of 23,952,096 shares of Class A common stock at a price to the public of $41.95 per share (the “June 2025 Secondary Offering”). In addition, the Seller granted the Underwriter a 30 -day option to purchase up to an additional 3,592,815 shares of Class A common stock, which the Underwriter exercised on June 24, 2025 with respect to 3,592,814 shares of Class A common stock (the “June 2025 Option Shares Offering”). The Company did not sell any shares of Class A common stock and did not receive any proceeds in connection with either of the June 2025 Secondary Offering or the June 2025 Option Shares Offering. Additionally, on June 20, 2025, the Company entered into an agreement (the “June 2025 Concurrent Stock Repurchase Agreement”) with the Seller, to repurchase $100 million of shares of Class A common stock from the Seller at a price per share equal to the per share purchase price paid by the Underwriter in the June 2025 Secondary Offering, resulting in the repurchase of an aggregate of 2,395,210 shares of Class A common stock at a price per share of $41.75 (the “June 2025 Concurrent Stock Repurchase”). The June 2025 Concurrent Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.
The June 2025 Secondary Offering, June 2025 Option Shares Offering, and June 2025 Concurrent Stock Repurchase closed on June 25, 2025.
Conversion of Class B Common Stock
On June 25, 2025, Buddy Chester Sub LLC converted 29,940,120
Debt
The Company's debt is carried at amortized cost. Debt issuance costs and any original issue discount associated with the Term Loan Credit Facility are presented in the condensed consolidated balance sheets as a direct deduction from the carrying amount of the related debt and are amortized to interest expense over the contractual term of the facility using the effective interest method. Debt issuance costs associated with the ABL Credit Facility are presented within other non-current assets and are amortized to interest expense on a straight-line basis over the contractual term of the facility, irrespective of whether there are any outstanding borrowings under the facility. Commitment fees on the unused portion of the ABL Credit Facility and fees on outstanding letters of credit are expensed as incurred and included within interest expense.
Amounts of principal, contractually due within twelve months of the balance sheet date, are classified as the current portion of long-term debt, with the remainder classified as long-term debt, net.
Interest and Other Income, net
Interest (Expense) Income, net
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | $ | ( | ||||||||||||||||||
| Interest (expense) income, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The Company made interest payments of $1.1 million and $1.2 million during the twenty-six weeks ended August 2, 2026 and August 3, 2025, respectively.
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| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| Net legal settlement proceeds | $ | $ | $ | $ | |||||||||||||||||||
| Change in fair value of tax indemnification receivables | |||||||||||||||||||||||
| Foreign currency transaction (losses) gains | ( | ( | |||||||||||||||||||||
| Change in fair value of equity investments | ( | ||||||||||||||||||||||
| Change in fair value of equity warrants | ( | ||||||||||||||||||||||
| Other income (expense), net | $ | $ | $ | $ | ( | ||||||||||||||||||
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
The Company did not adopt any new ASUs during the twenty-six weeks ended August 2, 2026.
Recently Issued Accounting Pronouncements
ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Company’s 2027 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued this ASU to modernize the accounting for internal-use software costs, primarily by simplifying the requirements to capitalize software development costs. This update is effective at the beginning of the Company’s 2028 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
3. Acquisitions
The following transactions were accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheets at their estimated fair values, with the remaining unallocated purchase prices recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. Pro forma information for these acquisitions has not been provided as the impact was not material to the Company’s consolidated results of operations.
SmartPak Acquisition
On October 28, 2025, the Company entered into a definitive agreement to acquire SmartPak Equine, LLC (“SmartPak”). Under the terms of the definitive agreement, on February 2, 2026, the Company completed the acquisition of 100 % of the membership interest in SmartPak, and SmartPak became a wholly-owned subsidiary of the Company. SmartPak is a leading provider of equine health and nutrition products and the acquisition is expected to further strengthen the Company’s pet healthcare and specialty product offerings.
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The following table reconciles the purchase price to the cash paid for the acquisition, net of cash acquired (in millions):
| Purchase price | $ | ||||
| Less: cash acquired | |||||
| Cash paid for acquisition of business, net of cash acquired | $ | ||||
The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in millions):
| Assets acquired: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Property and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Identified intangible assets | |||||
| Other non-current assets | |||||
| Liabilities assumed: | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Other long-term liabilities | ( | ||||
| Estimated purchase price | $ | ||||
Based on a preliminary allocation, in connection with this acquisition, the Company recorded goodwill of $73.1 million, the majority of which is anticipated to be deductible for tax purposes. The identified intangible assets consisted of $46.0 million of customer relationships, $33.0 million of trademarks, and $9.0 million of product portfolio with an amortization period of 17 , 19 , and 6 years, respectively.
During the twenty-six weeks ended August 2, 2026, the Company incurred $7.4 million of transaction-related costs in connection with the SmartPak acquisition. These costs were expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.
Modern Animal Acquisition
On April 1, 2026, the Company entered into a definitive agreement to acquire Modern Animal, Inc. (“Modern Animal”). Under the terms of the definitive agreement, on May 21, 2026, the Company completed the acquisition of 100 % of the issued and outstanding stock in Modern Animal, and Modern Animal became a wholly-owned subsidiary of the Company. Modern Animal is a technology-forward veterinary platform and the acquisition represents an important strategic step in Chewy’s evolution into a fully integrated pet healthcare ecosystem, combining care, commerce and services across the pet lifecycle.
The following table reconciles the estimated purchase price to the cash paid for the acquisition, net of cash acquired (in millions):
| Purchase price | $ | ||||
| Less: cash acquired | |||||
| Cash paid for acquisition of business, net of cash acquired | $ | ||||
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The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in millions):
| Assets acquired: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Prepaid expenses and other current assets | |||||
| Property and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Identified intangible assets | |||||
| Deferred tax assets | |||||
| Other non-current assets | |||||
| Liabilities assumed: | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Other long-term liabilities | ( | ||||
| Estimated purchase price | $ | ||||
Based on a preliminary allocation, in connection with this acquisition, the Company recorded goodwill of $221.6 million, which is not deductible for tax purposes. The identified intangible assets consisted of $39.0 million of customer relationships, $19.0 million of trademarks, and $6.0 million of developed technology with an amortization period of 17 , 9 and 4 years, respectively. For more information, see Note 6 - Intangible Assets, net.
During the twenty-six weeks ended August 2, 2026, the Company incurred $8.0 million of transaction-related costs in connection with the Modern Animal acquisition. These costs were expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.
4. Financial Instruments
Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did no t record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did no t record any credit losses during the thirteen and twenty-six weeks ended August 2, 2026. Further, as of August 2, 2026, the Company did no t record an allowance for credit losses related to its fixed income securities.
Vested equity warrants and equity investments in public companies that have readily determinable fair values are carried at fair value and are classified within Level 1 because they are valued using quoted market prices.
The following table includes a summary of financial instruments measured at fair value as of August 2, 2026 (in millions):
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Cash | $ | $ | $ | |||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Equity investments | ||||||||||||||||||||
| Marketable securities | ||||||||||||||||||||
| Total financial instruments | $ | $ | $ | |||||||||||||||||
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The following table includes a summary of financial instruments measured at fair value as of February 1, 2026 (in millions):
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Cash | $ | $ | $ | |||||||||||||||||
| Corporate bonds | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Corporate bonds | ||||||||||||||||||||
| Equity investments | ||||||||||||||||||||
| Marketable securities | ||||||||||||||||||||
| Total financial instruments | $ | $ | $ | |||||||||||||||||
The Company held no financial instruments measured using Level 3 significant unobservable inputs as of August 2, 2026.
5. Property and Equipment, net
The following is a summary of property and equipment, net (in millions):
| As of | |||||||||||
| August 2, 2026 | February 1, 2026 | ||||||||||
| Furniture, fixtures and equipment | $ | $ | |||||||||
| Computer equipment | |||||||||||
| Internal-use software | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation and amortization | |||||||||||
| Property and equipment, net | $ | $ | |||||||||
Internal-use software includes labor and license costs associated with software development for internal use and is amortized using the straight-line method over the estimated useful life of the software. The following is a summary of internal-use software, net (in millions):
| As of | |||||||||||
| August 2, 2026 | February 1, 2026 | ||||||||||
| Internal-use software | $ | $ | |||||||||
| Less: accumulated amortization | |||||||||||
| Internal-use software, net | $ | $ | |||||||||
Construction in progress is stated at cost, which includes the cost of construction and other directly attributable costs. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use.
For the thirteen weeks ended August 2, 2026 and August 3, 2025, the Company recorded depreciation expense on property and equipment of $24.5 million and $21.7 million, respectively, and amortization expense related to internal-use software costs of $12.6 million and $10.4 million, respectively. For the twenty-six weeks ended August 2, 2026 and August 3, 2025, the Company recorded depreciation expense on property and equipment of $48.7 million and $41.4 million, respectively, and amortization expense related to internal-use software costs of $23.9 million and $20.5 million, respectively. The aforementioned depreciation and amortization expenses were included within selling, general and administrative expenses in the condensed consolidated statements of operations.
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6. Intangible Assets, net
The following table provides information about the Company’s identified intangible assets (in millions, except for weighted-average remaining life):
| As of August 2, 2026 | |||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Weighted-Average Remaining Life (years) | ||||||||||||||||||||||||||
| Definite-lived intangibles | |||||||||||||||||||||||||||||
| Developed technology | $ | ( | |||||||||||||||||||||||||||
| Customer relationships | $ | ( | |||||||||||||||||||||||||||
| Trademarks | $ | ( | |||||||||||||||||||||||||||
| Product portfolio | $ | ( | |||||||||||||||||||||||||||
| Indefinite-lived intangibles | |||||||||||||||||||||||||||||
| Business licenses | — | Indefinite | |||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||||||||
For the thirteen weeks ended August 2, 2026 and August 3, 2025, the Company recorded amortization expense related to intangible assets of $2.6 million and $0.1 million, respectively.
For the twenty-six weeks ended August 2, 2026 and August 3, 2025, the Company recorded amortization expense related to intangible assets of $4.1 million and $0.2 million, respectively.
For the thirteen and twenty-six weeks ended August 2, 2026 and August 3, 2025, the Company did not
7. Commitments and Contingencies
Legal Matters
Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
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8. Debt
The following table summarizes the components of the Company’s debt (in millions):
| As of | |||||||||||
| August 2, 2026 | February 1, 2026 | ||||||||||
| Term Loan Credit Facility | $ | $ | |||||||||
| Less: unamortized debt issuance costs | |||||||||||
| Total debt, net of discount and issuance costs | |||||||||||
| Less: current portion of long-term debt | ( | ||||||||||
| Long-term debt, net | $ | $ | |||||||||
Term Loan Credit Facility
On June 23, 2026, the Company entered into a seven-year senior secured term loan credit facility (the “Term Loan Credit Facility”), which matures on June 23, 2033, and provides term loans in an aggregate principal amount of $600 million. The proceeds of the Term Loan Credit Facility, together with cash on hand, can be used to pay fees, premiums, costs and expenses related to the incurrence of the facility and the related transactions and, to the extent not so applied, for general corporate purposes or working capital requirements.
Borrowings under the Term Loan Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either a base rate or a Term SOFR rate. The applicable margin is 1.75 % for Term SOFR loans and 0.75 % for base rate loans. As of August 2, 2026, the weighted-average interest rate and effective interest rate on the Term Loan Credit Facility were 5.41 % and 5.66 %, respectively. The Term Loan Credit Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1 % of the original principal amount of such term loan facility, commencing with the third full quarter ending after June 23, 2026 with the remaining balance payable on June 23, 2033. The Term Loan Credit Facility contains customary affirmative and negative covenants, all of which the Company is in compliance with. As of August 2, 2026, the Company did not make any principal payments for the Term Loan Credit Facility.
As of August 2, 2026, contractual maturities of the Term Loan Credit Facility were as follows (in millions):
| Fiscal year | Amount | ||||
| Remainder of FY26 | $ | ||||
| FY27 | |||||
| FY28 | |||||
| FY29 | |||||
| FY30 | |||||
| FY31 | |||||
| Thereafter | |||||
| Total | $ | ||||
ABL Credit Facility
The Company has a senior secured asset-based credit facility (the “ABL Credit Facility”), which matures on June 23, 2031 following an amendment entered into on June 23, 2026, and provides for non-amortizing revolving loans in an aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount up to the sum of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions.
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9. Leases
The Company leases all of its fulfillment and customer service centers, corporate offices, and veterinary clinics under non-cancelable operating lease agreements. The terms of the Company’s real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service center, veterinary clinic, and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases matured at various dates through 2026.
The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in millions):
| As of | ||||||||||||||||||||
| Leases | Balance Sheet Classification | August 2, 2026 | February 1, 2026 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Operating | Operating lease right-of-use assets | $ | $ | |||||||||||||||||
| Total operating lease assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | $ | $ | ||||||||||||||||||
| Non-current | ||||||||||||||||||||
| Operating | Operating lease liabilities | |||||||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||||||||
For the twenty-six weeks ended August 2, 2026, assets acquired in exchange for new operating lease liabilities were $62.0 million which were primarily driven by the SmartPak and Modern Animal acquisitions as discussed in Note 3 - Acquisitions. Lease expense primarily relates to operating lease costs and was included within selling, general and administrative expenses in the condensed consolidated statements of operations. Lease expense for the thirteen weeks ended August 2, 2026 and August 3, 2025 was $30.3 million and $27.0 million, respectively. Lease expense for the twenty-six weeks ended August 2, 2026 and August 3, 2025 was $57.6 million and $54.2 million, respectively.
Cash flows used in operating activities related to operating leases were approximately $57.8 million and $54.0 million for the twenty-six weeks ended August 2, 2026 and August 3, 2025, respectively.
10. Segment Information
The Company operates in one operating segment and one reportable segment organized around the sale of pet products and services, as the Chief Operating Decision Maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM utilizes gross profit and net income as the measures of segment profit.
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The following table presents information about the Company’s measures of segment profit and significant segment expenses regularly provided to the CODM (in millions):
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Fulfillment costs | |||||||||||||||||||||||
| Share-based compensation expense and related taxes | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other selling, general, and administrative expenses | |||||||||||||||||||||||
| Advertising and marketing expenses | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Interest and other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
The CODM reviews assets on a consolidated basis as presented on our condensed consolidated balance sheets.
11. Share-Based Compensation
2024 Omnibus Incentive Plan
In July 2024, the Company’s stockholders approved the Chewy, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) replacing the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2024 Plan became effective on July 11, 2024 and the maximum number of shares of Class A common stock that may be covered by awards granted under the 2024 Plan may not exceed the aggregate total of (i) 80.0 million shares plus (ii) the number of shares remaining available for new awards under the 2022 Plan as of the effective date, up to 3.1 million shares. Following the effective date, any shares subject to an award under the 2022 Plan or the 2024 Plan that expires or are canceled, forfeited, or terminated without the issuance of the full number of shares to which the award related will again be available for issuance under the 2024 Plan. No awards may be granted under the 2024 Plan after July 2034. The 2024 Plan provides for grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively, the “awards”). The awards may be granted to (i) the Company’s employees, consultants, and non-employee directors, (ii) employees of the Company’s affiliates and subsidiaries, and (iii) consultants of the Company’s affiliates.
Service-Based Awards
The Company granted restricted stock units with service-based vesting conditions (“RSUs”) which vested subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounted for forfeitures as they occur.
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Service-Based Awards Activity
The following table summarizes the activity related to the Company’s RSUs for the twenty-six weeks ended August 2, 2026 (in millions, except for weighted-average grant date fair value):
| Number of RSUs | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested and outstanding as of February 1, 2026 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Unvested and outstanding as of August 2, 2026 | $ | ||||||||||
The following table summarizes the weighted average grant-date fair value of RSUs granted and total fair value of RSUs vested for the periods presented:
| 26 Weeks Ended | |||||||||||
| August 2, 2026 | August 3, 2025 | ||||||||||
| Weighted average grant-date fair value of RSUs | $ | $ | |||||||||
| Total fair value of vested RSUs (in millions) | $ | $ | |||||||||
As of August 2, 2026, total unrecognized compensation expense related to unvested RSUs was $683.0 million and is expected to be recognized over a weighted-average expected performance period of 2.9 years.
The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant.
Service and Performance-Based Awards
The Company granted restricted stock units which vested upon satisfaction of both service-based vesting conditions and company performance-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for PRSUs over the requisite service period and accounted for forfeitures as they occur.
Service and Performance-Based Awards Activity
The following table summarizes the activity related to the Company’s PRSUs for the twenty-six weeks ended August 2, 2026 (in millions, except for weighted-average grant date fair value):
| Number of PRSUs | Weighted-Average Grant Date Fair Value | ||||||||||
| Unvested and outstanding as of February 1, 2026 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | $ | ||||||||||
| Forfeited | ( | $ | |||||||||
| Unvested and outstanding as of August 2, 2026 | $ | ||||||||||
The following table summarizes the weighted average grant-date fair value of PRSUs granted and total fair value of PRSUs vested for the periods presented:
| 26 Weeks Ended | |||||||||||
| August 2, 2026 | August 3, 2025 | ||||||||||
| Weighted average grant-date fair value of PRSUs | $ | $ | |||||||||
| Total fair value of vested PRSUs (in millions) | $ | $ | |||||||||
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As of August 2, 2026, total unrecognized compensation expense related to unvested PRSUs was $38.4 million and is expected to be recognized over a weighted-average expected performance period of 2.0 years.
The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of Class A common stock on the date of grant.
As of August 2, 2026, there were 63.8 million additional shares of Class A common stock reserved for future issuance under the 2024 Plan.
Share-Based Compensation Expense
Share-based compensation expense is included within selling, general and administrative expenses in the condensed consolidated statements of operations. The Company recognized share-based compensation expense as follows (in millions):
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| RSUs | $ | $ | $ | $ | |||||||||||||||||||
| PRSUs | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
12. Income Taxes
Income Tax Provision
Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. The Company recorded an income tax provision during the thirteen and twenty-six weeks ended August 2, 2026 of $31.4 million and $67.9 million, respectively, compared to $12.0 million and $27.5 million for the thirteen and twenty-six weeks ended August 3, 2025, respectively. The Company’s effective tax rate for the thirteen and twenty-six weeks ended August 2, 2026 was higher than the U.S. federal statutory rate, primarily due to state income taxes and shortfall from share-based compensation, partially offset by federal and state research and development credits.
Deferred Tax Assets and Valuation Allowances
The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence. The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income prior to the expiration of tax attributes to support the utilization of these assets. As of August 2, 2026 and February 1, 2026, the Company maintained a full valuation allowance of $27.4
Tax Payments and Refunds
In the aggregate, the Company paid $10.6 million, net of refunds received, for federal, state, and foreign income taxes, including those assumed in connection with certain transactions with affiliates of BC Partners, during the twenty-six weeks ended August 2, 2026 and paid income taxes, net of refunds received, of $6.9 million during the twenty-six weeks ended August 3, 2025.
13. Earnings per Share
Basic and diluted earnings per share attributable to the Company’s common stockholders are presented using the two-class method required for participating securities. Under the two-class method, net income attributable to the Company’s common stockholders is determined by allocating undistributed earnings between common stock and participating securities. Undistributed earnings for the periods presented are calculated as net income less distributed earnings. Undistributed earnings are allocated proportionally to the Company’s common Class A and Class B stockholders as both classes are entitled to share equally, on a per share basis, in dividends and other distributions. Basic and diluted earnings per share are calculated by dividing net income attributable to the Company’s common stockholders by the weighted-average shares outstanding during the period.
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The following table sets forth basic and diluted earnings per share attributable to the Company’s common stockholders for the periods presented (in millions, except per share data):
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||
| August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | ||||||||||||||||||||
| Basic and diluted earnings per share | |||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Earnings attributable to common Class A and Class B stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted-average common shares used in computing earnings per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Effect of dilutive share-based awards | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Anti-dilutive share-based awards excluded from diluted common shares | |||||||||||||||||||||||
| Earnings per share attributable to common Class A and Class B stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
14. Certain Relationships and Related Party Transactions
As of August 2, 2026, the Company had a payable to affiliates of BC Partners of $3.8 million with respect to refunds received pursuant to tax payments made in connection with certain transactions with affiliates of BC Partners, which was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. As of February 1, 2026, the Company had a receivable from affiliates of BC Partners of $0.5 million with respect to future tax payments in connection with certain transactions with affiliates of BC Partners, which was included in prepaid expenses and other current assets on the Company’s consolidated balance sheets. For more information, see Note 12 - Income Taxes.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2026 (“10-Q Report”) and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 (“10-K Report”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections herein and in our 10-K Report, our actual results may differ materially from those anticipated in these forward-looking statements. Unless the context requires otherwise, references in this 10-Q Report to “Chewy,” the “Company,” “we,” “our,” or “us” refer to Chewy, Inc. and its consolidated subsidiaries.
Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), filings with the SEC, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.
Overview
We are the largest pet e-tailer in the United States, offering virtually every product a pet needs. We launched Chewy in 2011 to bring the best of the neighborhood pet store shopping experience to a larger audience, enhanced by the depth and wide selection of products and services, as well as the around-the-clock convenience, that only e-commerce can offer. We believe that we are the preeminent destination for pet parents as a result of our broad selection of high-quality products and expanded menu of service offerings, which we offer at great prices and deliver with an exceptional level of care and a personal touch. We are the trusted source for pet parents and partners and continually develop innovative ways for our customers to engage with us. We partner with approximately 4,000 of the best and most trusted brands in the pet industry, and we create and offer our own outstanding private brands. Through our websites and mobile applications, we offer our customers approximately 190,000 products, compelling merchandising, an easy and enjoyable shopping experience, and exceptional customer service.
Macroeconomic Considerations
Macroeconomic conditions, including inflationary pressures, elevated interest rates, and broader economic uncertainty, have influenced consumer spending patterns and may continue to affect demand across our categories. We monitor these conditions closely and adjust elements of our logistics, transportation, supply chain, and merchandising strategies as appropriate. Changes in consumer behavior may impact product mix, purchasing frequency, and promotional intensity, and we manage our operations with a focus on maintaining value, service levels, and operational discipline in varying economic environments.
We are unable to predict the duration and ultimate impact of evolving macroeconomic conditions on the broader economy or our operations and liquidity. As such, macroeconomic risks and uncertainties remain. Refer to the section titled “Cautionary Note Regarding Forward-Looking Statements” in this 10-Q Report and the section titled “Risk Factors” in Item 1A of our 10-K Report for the fiscal year ended February 1, 2026.
Fiscal Year End
We have a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. Our 2026 fiscal year ends on January 31, 2027 and is a 52-week year. Our 2025 fiscal year ended February 1, 2026 and was a 52-week year.
Key Operating Metrics
Active Customers
As of the last date of each reporting period, we determine our number of active customers by counting the total number of individual customers who have ordered a product or service, and for whom a product has shipped or for whom a service has been provided, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers and the outflow of customers who have not made a purchase in the last 364 days. We view the
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number of active customers as a key indicator of our growth, ability to acquire and retain customers as a result of our marketing efforts, and the value we provide to our customers. The number of active customers has grown over time as we acquired new customers and retained previously acquired customers.
Net Sales Per Active Customer
We define net sales per active customer as the aggregate net sales for the preceding four fiscal quarters, divided by the total number of active customers at the end of that period. We view net sales per active customer as a key indicator of our customers’ purchasing patterns, including their initial and repeat purchase behavior.
Autoship and Autoship Customer Sales
We define Autoship customers as customers in a given fiscal quarter that had an order shipped through our Autoship subscription program during the preceding 364-day period. We define Autoship as our subscription program, which provides automatic ordering, payment, and delivery of products to our customers. We view our Autoship subscription program as a key driver of recurring net sales and customer retention. For a given fiscal quarter, Autoship customer sales consist of sales and shipping revenues from all Autoship subscription program purchases and purchases outside of the Autoship subscription program by Autoship customers, excluding taxes collected from customers, excluding any refunds, and net of any promotional offers (such as percentage discounts off current purchases and other similar offers) for that quarter. For a given fiscal year, Autoship customer sales equal the sum of the Autoship customer sales for each of the fiscal quarters in that fiscal year.
Autoship Customer Sales as a Percentage of Net Sales
We define Autoship customer sales as a percentage of net sales as the Autoship customer sales in a given reporting period divided by the net sales from all orders in that period. We view Autoship customer sales as a percentage of net sales as a key indicator of our recurring sales and customer retention.
Components of Results of Consolidated Operations
Net Sales
We derive net sales primarily from sales of both third-party brand and private brand pet food, pet products, pet health and specialty products, and related shipping fees. Consumable products include retail pet food and veterinary diet products. Hard goods products include non-perishable pet supplies. Pet health and specialty products include prescription medications, non-prescription pet health care products and certain specialty animal products for categories such as equine, birds, fish, and other non-traditional pets. Other net sales include private brand sales and certain pet-related services including telehealth services, pet insurance-related offerings, loyalty program memberships, and veterinary clinic services. Revenues from these service-based offerings are not a significant component of net sales and are managed as part of the Company’s integrated platform rather than as standalone service offerings.
Sales of third-party brand and private brand pet food, pet products, pet health and specialty products, and shipping revenues are recorded when products are shipped, net of promotional discounts and refunds and allowances. Taxes collected from customers are excluded from net sales. Net sales is primarily driven by growth of new customers and active customers, and the frequency with which customers purchase and subscribe to our Autoship subscription program.
We also periodically provide promotional offers, including discount offers, such as percentage discounts off current purchases and other similar offers. These offers are treated as a reduction to the purchase price of the related transaction and are reflected as a net amount in net sales.
Cost of Goods Sold
Cost of goods sold consists of the cost of third-party brand and private brand products sold to customers, inventory freight, shipping supply costs, inventory shrinkage costs, and inventory valuation adjustments, offset by reductions for promotions and percentage or volume rebates offered by our vendors, which may depend on reaching minimum purchase thresholds. Generally, amounts received from vendors are considered a reduction of the carrying value of inventory and are ultimately reflected as a reduction of cost of goods sold.
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Selling, General and Administrative
Selling, general and administrative expenses consist of fulfillment costs incurred in operating and staffing fulfillment centers, customer service centers, and veterinary clinics; payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources; costs associated with the use of facilities and equipment, such as depreciation expense and rent; share-based compensation, professional fees and other general corporate costs.
Fulfillment costs include costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, providing pet health services, and responding to inquiries from customers. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards.
Advertising and Marketing
Advertising and marketing expenses consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities.
Interest and Other Income (Expense), net
We generate interest income from our cash and cash equivalents and marketable securities. We incur interest expense primarily in connection with our borrowing facilities, including our term loan and asset-based revolving credit facilities, as well as finance leases and unrecognized tax benefits.
Our other income (expense), net consists of changes in the fair value of equity warrants, equity investments, tax indemnification receivables, foreign currency transaction gains and losses, and allowances for credit losses on marketable securities.
Income Tax Provision (Benefit)
Income tax provision (benefit) consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, and the valuation allowance against deferred tax assets, as applicable.
Non-GAAP Financial Measures
To supplement our GAAP results, we present certain non-GAAP financial measures that management uses to evaluate operating performance, assess liquidity, and inform capital allocation decisions. These measures include Adjusted EBITDA and Adjusted EBITDA margin, Adjusted net income and Adjusted earnings per share, and Free cash flow.
Adjusted EBITDA excludes depreciation and amortization, share-based compensation and related taxes, income tax provision (benefit), interest income (expense), transaction-related costs, net legal settlement proceeds, changes in the fair value of equity warrants, severance and exit costs, and other items not considered indicative of our core operations. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales.
Adjusted net income and Adjusted earnings per share exclude certain non-cash and non-recurring items, including share-based compensation and related taxes, releases of valuation allowances associated with deferred tax assets, transaction-related costs, net legal settlement proceeds, changes in the fair value of equity warrants, and severance and exit costs. Beginning in the first quarter of 2026, Adjusted net income excludes transaction-related costs prospectively.
Free cash flow represents net cash provided by operating activities less capital expenditures.
We believe these measures provide additional insight into the underlying trends in our business and facilitate comparisons across reporting periods. Reconciliations to the most directly comparable GAAP measures are provided below.
These non-GAAP measures have limitations and should not be considered in isolation or as a substitute for GAAP results. For example, Adjusted EBITDA does not reflect capital expenditures, working capital requirements, interest income (expense), income taxes, or share-based compensation, which remains a recurring component of our compensation structure. In addition, other companies may calculate non-GAAP measures differently, which may limit their comparability. Accordingly, these measures should be considered together with our GAAP financial statements and related disclosures.
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Key Financial and Operating Data
We measure our business using both financial and operating data and use the following metrics and measures to assess the near-term and long-term performance of our overall business, including identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies, and monitoring our business.
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||||||||||||||
(in millions, except net sales per active customer, per share data, and percentages) | August 2, 2026 | August 3, 2025 | % Change | August 2, 2026 | August 3, 2025 | % Change | |||||||||||||||||||||||||||||
| Financial and Operating Data | |||||||||||||||||||||||||||||||||||
| Net sales | $ | 3,330.2 | $ | 3,104.2 | 7.3 | % | $ | 6,687.4 | $ | 6,220.2 | 7.5 | % | |||||||||||||||||||||||
Net income (1) | $ | 80.5 | $ | 62.0 | 29.8 | % | $ | 175.3 | $ | 124.4 | 40.9 | % | |||||||||||||||||||||||
| Net margin | 2.4 | % | 2.0 | % | 2.6 | % | 2.0 | % | |||||||||||||||||||||||||||
Adjusted EBITDA (2) | $ | 226.7 | $ | 183.3 | 23.7 | % | $ | 479.8 | $ | 376.0 | 27.6 | % | |||||||||||||||||||||||
Adjusted EBITDA margin (2) | 6.8 | % | 5.9 | % | 7.2 | % | 6.0 | % | |||||||||||||||||||||||||||
Adjusted net income (2) | $ | 148.8 | $ | 141.1 | 5.5 | % | $ | 328.7 | $ | 290.0 | 13.3 | % | |||||||||||||||||||||||
Earnings per share, basic (1) | $ | 0.20 | $ | 0.15 | 33.3 | % | $ | 0.43 | $ | 0.30 | 43.3 | % | |||||||||||||||||||||||
Earnings per share, diluted (1) | $ | 0.20 | $ | 0.14 | 42.9 | % | $ | 0.42 | $ | 0.29 | 44.8 | % | |||||||||||||||||||||||
Adjusted earnings per share, basic (2) | $ | 0.37 | $ | 0.34 | 8.8 | % | $ | 0.80 | $ | 0.70 | 14.3 | % | |||||||||||||||||||||||
Adjusted earnings per share, diluted (2) | $ | 0.36 | $ | 0.33 | 9.1 | % | $ | 0.79 | $ | 0.68 | 16.2 | % | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 137.4 | $ | 133.9 | 2.6 | % | $ | 245.9 | $ | 220.3 | 11.6 | % | |||||||||||||||||||||||
Free cash flow (2) | $ | 89.5 | $ | 105.9 | (15.5) | % | $ | 160.3 | $ | 154.6 | 3.7 | % | |||||||||||||||||||||||
Active customers (3) (4) | 21.705 | 20.906 | 3.8 | % | 21.705 | 20.906 | 3.8 | % | |||||||||||||||||||||||||||
| Net sales per active customer | $ | 602 | $ | 591 | 1.9 | % | $ | 602 | $ | 591 | 1.9 | % | |||||||||||||||||||||||
| Autoship customer sales | $ | 2,817.2 | $ | 2,576.9 | 9.3 | % | $ | 5,649.8 | $ | 5,139.6 | 9.9 | % | |||||||||||||||||||||||
| Autoship customer sales as a percentage of net sales | 84.6 | % | 83.0 | % | 84.5 | % | 82.6 | % | |||||||||||||||||||||||||||
(1) Includes share-based compensation expense and related taxes of $85.9 million and $159.3 million for the thirteen and twenty-six weeks ended August 2, 2026, compared to $79.1 million and $157.1 million for the thirteen and twenty-six weeks ended August 3, 2025. | |||||||||||||||||||||||||||||||||||
(2) Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP financial measures. See “Non-GAAP Financial Measures” above. | |||||||||||||||||||||||||||||||||||
(3) Includes approximately 43 thousand active customers attributable to SmartPak for the thirteen and twenty-six weeks ended August 2, 2026. | |||||||||||||||||||||||||||||||||||
(4) Excludes customer additions related to the Modern Animal acquisition. | |||||||||||||||||||||||||||||||||||
We define net margin as net income divided by net sales and adjusted EBITDA margin as adjusted EBITDA divided by net sales.
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Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents a reconciliation of net income to adjusted EBITDA, as well as the calculation of net margin and adjusted EBITDA margin, for each of the periods indicated:
(in millions, except percentages) | 13 Weeks Ended | 26 Weeks Ended | |||||||||||||||||||||
Reconciliation of Net Income to Adjusted EBITDA | August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | |||||||||||||||||||
Net income | $ | 80.5 | $ | 62.0 | $ | 175.3 | $ | 124.4 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Depreciation and amortization | 39.7 | 32.1 | 76.7 | 62.1 | |||||||||||||||||||
| Share-based compensation expense and related taxes | 85.9 | 79.1 | 159.3 | 157.1 | |||||||||||||||||||
| Interest expense (income), net | 4.7 | (3.9) | 1.9 | (7.1) | |||||||||||||||||||
| Change in fair value of equity warrants | — | — | — | 2.6 | |||||||||||||||||||
| Income tax provision | 31.4 | 12.0 | 67.9 | 27.5 | |||||||||||||||||||
| Severance costs | — | — | — | 5.9 | |||||||||||||||||||
| Net legal settlement proceeds | (24.0) | — | (24.0) | — | |||||||||||||||||||
| Transaction related costs | 6.4 | 0.6 | 16.2 | 0.7 | |||||||||||||||||||
| Exit costs | — | — | 1.9 | — | |||||||||||||||||||
| Other | 2.1 | 1.4 | 4.6 | 2.8 | |||||||||||||||||||
| Adjusted EBITDA | $ | 226.7 | $ | 183.3 | $ | 479.8 | $ | 376.0 | |||||||||||||||
| Net sales | $ | 3,330.2 | $ | 3,104.2 | $ | 6,687.4 | $ | 6,220.2 | |||||||||||||||
| Net margin | 2.4 | % | 2.0 | % | 2.6 | % | 2.0 | % | |||||||||||||||
| Adjusted EBITDA margin | 6.8 | % | 5.9 | % | 7.2 | % | 6.0 | % | |||||||||||||||
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Adjusted Net Income and Adjusted Basic and Diluted Earnings per Share
The following table presents a reconciliation of net income to adjusted net income, as well as the calculation of adjusted basic and diluted earnings per share, for each of the periods indicated:
(in millions, except per share data) | 13 Weeks Ended | 26 Weeks Ended | |||||||||||||||||||||
Reconciliation of Net Income to Adjusted Net Income | August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | |||||||||||||||||||
| Net income | $ | 80.5 | $ | 62.0 | $ | 175.3 | $ | 124.4 | |||||||||||||||
Add: | |||||||||||||||||||||||
| Share-based compensation expense and related taxes | 85.9 | 79.1 | 159.3 | 157.1 | |||||||||||||||||||
| Change in fair value of equity warrants | — | — | — | 2.6 | |||||||||||||||||||
| Severance costs | — | — | — | 5.9 | |||||||||||||||||||
| Net legal settlement proceeds | (24.0) | — | (24.0) | — | |||||||||||||||||||
| Transaction related costs | 6.4 | — | 16.2 | — | |||||||||||||||||||
| Exit costs | — | — | 1.9 | — | |||||||||||||||||||
| Adjusted net income | $ | 148.8 | $ | 141.1 | $ | 328.7 | $ | 290.0 | |||||||||||||||
Weighted-average common shares used in computing earnings per share and adjusted earnings per share: | |||||||||||||||||||||||
| Basic | 406.4 | 414.2 | 410.1 | 413.9 | |||||||||||||||||||
Effect of dilutive share-based awards | 3.7 | 14.2 | 4.5 | 12.9 | |||||||||||||||||||
Diluted | 410.1 | 428.4 | 414.6 | 426.8 | |||||||||||||||||||
Earnings per share attributable to common Class A and Class B stockholders | |||||||||||||||||||||||
| Basic | $ | 0.20 | $ | 0.15 | $ | 0.43 | $ | 0.30 | |||||||||||||||
Diluted | $ | 0.20 | $ | 0.14 | $ | 0.42 | $ | 0.29 | |||||||||||||||
| Adjusted basic | $ | 0.37 | $ | 0.34 | $ | 0.80 | $ | 0.70 | |||||||||||||||
Adjusted diluted | $ | 0.36 | $ | 0.33 | $ | 0.79 | $ | 0.68 | |||||||||||||||
Free Cash Flow
The following table presents a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated:
(in millions) | 13 Weeks Ended | 26 Weeks Ended | |||||||||||||||||||||
| Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow | August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 137.4 | $ | 133.9 | $ | 245.9 | $ | 220.3 | |||||||||||||||
| Deduct: | |||||||||||||||||||||||
| Capital expenditures | (47.9) | (28.0) | (85.6) | (65.7) | |||||||||||||||||||
| Free Cash Flow | $ | 89.5 | $ | 105.9 | $ | 160.3 | $ | 154.6 | |||||||||||||||
Free cash flow may vary period to period based on the timing and level of capital expenditures, including investments in fulfillment capacity, pharmacy facilities, veterinary clinics, technology infrastructure, and other operational initiatives. Free cash flow may also be affected by changes in working capital, including fluctuations in inventory levels, vendor payment terms, and other components of the cash conversion cycle.
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Results of Consolidated Operations
The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results:
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| % of net sales | % of net sales | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | August 2, 2026 | August 3, 2025 | % Change | August 2, 2026 | August 3, 2025 | August 2, 2026 | August 3, 2025 | % Change | August 2, 2026 | August 3, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated Statements of Operations | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 3,330.2 | $ | 3,104.2 | 7.3 | % | 100.0 | % | 100.0 | % | $ | 6,687.4 | $ | 6,220.2 | 7.5 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | 2,319.0 | 2,162.0 | 7.3 | % | 69.6 | % | 69.6 | % | 4,664.8 | 4,354.2 | 7.1 | % | 69.8 | % | 70.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 1,011.2 | 942.2 | 7.3 | % | 30.4 | % | 30.4 | % | 2,022.6 | 1,866.0 | 8.4 | % | 30.2 | % | 30.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 704.4 | 671.9 | 4.8 | % | 21.2 | % | 21.6 | % | 1,381.2 | 1,325.0 | 4.2 | % | 20.7 | % | 21.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Advertising and marketing | 214.8 | 200.6 | 7.1 | % | 6.5 | % | 6.5 | % | 420.9 | 394.4 | 6.7 | % | 6.3 | % | 6.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 919.2 | 872.5 | 5.4 | % | 27.6 | % | 28.1 | % | 1,802.1 | 1,719.4 | 4.8 | % | 26.9 | % | 27.6 | % | |||||||||||||||||||||||||||||||||||||||||||
| Income from operations | 92.0 | 69.7 | 32.0 | % | 2.8 | % | 2.2 | % | 220.5 | 146.6 | 50.4 | % | 3.3 | % | 2.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Interest and other income, net | 19.9 | 4.3 | n/m | 0.6 | % | 0.1 | % | 22.7 | 5.3 | n/m | 0.3 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Income before income tax provision | 111.9 | 74.0 | 51.2 | % | 3.4 | % | 2.4 | % | 243.2 | 151.9 | 60.1 | % | 3.6 | % | 2.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Income tax provision | 31.4 | 12.0 | 161.7 | % | 0.9 | % | 0.4 | % | 67.9 | 27.5 | 146.9 | % | 1.0 | % | 0.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 80.5 | $ | 62.0 | 29.8 | % | 2.4 | % | 2.0 | % | $ | 175.3 | $ | 124.4 | 40.9 | % | 2.6 | % | 2.0 | % | |||||||||||||||||||||||||||||||||||||||
Thirteen and twenty-six weeks ended August 2, 2026 compared to thirteen and twenty-six weeks ended August 3, 2025
Net Sales
| 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||||||||||||||||||||||||||
(in millions, except percentages) | August 2, 2026 | August 3, 2025 | $ Change | % Change | August 2, 2026 | August 3, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
| Consumables | $ | 2,233.4 | $ | 2,149.4 | $ | 84.0 | 3.9 | % | $ | 4,525.8 | $ | 4,327.3 | $ | 198.5 | 4.6 | % | |||||||||||||||||||||||||||||||
| Hardgoods | 395.8 | 346.1 | 49.7 | 14.4 | % | 790.6 | 688.3 | 102.3 | 14.9 | % | |||||||||||||||||||||||||||||||||||||
| Pet health and specialty products | 578.9 | 507.6 | 71.3 | 14.0 | % | 1,141.6 | 1,004.3 | 137.3 | 13.7 | % | |||||||||||||||||||||||||||||||||||||
| Other | 122.1 | 101.1 | 21.0 | 20.8 | % | 229.4 | 200.3 | 29.1 | 14.5 | % | |||||||||||||||||||||||||||||||||||||
| Net sales | $ | 3,330.2 | $ | 3,104.2 | $ | 226.0 | 7.3 | % | $ | 6,687.4 | $ | 6,220.2 | $ | 467.2 | 7.5 | % | |||||||||||||||||||||||||||||||
Net sales for the thirteen weeks ended August 2, 2026 increased by $226.0 million, or 7.3%, to $3.3 billion compared to $3.1 billion for the thirteen weeks ended August 3, 2025. Net sales growth was 5.7% for the thirteen weeks ended August 2, 2026, excluding contributions from SmartPak and Modern Animal. This increase was primarily driven by growth in active customers, which increased by 3.8% to 21.7 million, including approximately 43 thousand customers attributable to SmartPak but no customers attributable to the Modern Animal acquisition. Net sales per active customer increased $11 to $602 in the thirteen weeks ended August 2, 2026 compared to the thirteen weeks ended August 3, 2025, driven by growth across our consumables, pet health and specialty products, and hardgoods businesses.
Net sales for the twenty-six weeks ended August 2, 2026 increased by $467.2 million, or 7.5%, to $6.7 billion compared to $6.2 billion for the twenty-six weeks ended August 3, 2025. Net sales growth was 6.3% for the twenty-six weeks ended August 2, 2026 excluding contributions from SmartPak and Modern Animal. This increase was primarily driven by growth in active customers, which increased by 3.8% to 21.7 million, including approximately 43 thousand customers attributable to SmartPak, and higher net sales per active customer, which increased $11 to $602 in the twenty-six weeks ended August 2, 2026 compared to the twenty-six weeks ended August 3, 2025, driven by growth across our consumables, pet health and specialty products, and hardgoods businesses.
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Cost of Goods Sold and Gross Profit
Cost of goods sold for the thirteen weeks ended August 2, 2026 increased by $157.0 million, or 7.3%, to $2.3 billion compared to $2.2 billion in the thirteen weeks ended August 3, 2025. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.
Cost of goods sold for the twenty-six weeks ended August 2, 2026 increased by $310.6 million, or 7.1%, to $4.7 billion compared to $4.4 billion in the twenty-six weeks ended August 3, 2025. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.
Gross profit for the thirteen weeks ended August 2, 2026 increased by $69.0 million, or 7.3%, to $1.0 billion compared to $942.2 million in the thirteen weeks ended August 3, 2025. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin was 30.4% for the thirteen weeks ended August 2, 2026 and for the thirteen weeks ended August 3, 2025. Prior year included benefits from non-recurring minimum advertised price reimbursements from vendors, whereas current year included one time benefits from tariffs and rebate reimbursement of approximately $10 million.
Gross profit for the twenty-six weeks ended August 2, 2026 increased by $156.6 million, or 8.4%, to $2.0 billion compared to $1.9 billion in the twenty-six weeks ended August 3, 2025. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the twenty-six weeks ended August 2, 2026 was 30.2%, an increase of 20 basis points compared to 30.0% for the twenty-six weeks ended August 3, 2025, and is driven by growth in sponsored ads and margin growth across our consumables business.
Selling, General and Administrative
Selling, general and administrative expenses for the thirteen weeks ended August 2, 2026 increased by $32.5 million, or 4.8%, to $704.4 million compared to $671.9 million in the thirteen weeks ended August 3, 2025. The majority of the increase is associated with network-wide fulfillment costs, which were collectively incurred to support the overall growth of the business, our pharmacy fulfillment network, and veterinary clinics. This also included an increase in other selling, general, and administrative expenses of $6.4 million primarily attributable to transaction-related costs with the Modern Animal acquisition, as well as a modest increase in expanded software infrastructure requirements.
Selling, general and administrative expenses for the twenty-six weeks ended August 2, 2026 increased by $56.2 million, or 4.2%, to $1.4 billion compared to $1.3 billion in the twenty-six weeks ended August 3, 2025. The majority of the increase is associated with network-wide fulfillment costs, which were collectively incurred to support the overall growth of the business, our pharmacy fulfillment network, and veterinary clinics. This also included an increase in other selling, general, and administrative expenses of $16.2 million, primarily attributable to transaction-related costs with the Modern Animal and SmartPak acquisitions, as well as a modest increase in expanded software infrastructure requirements.
Advertising and Marketing
Advertising and marketing expenses for the thirteen weeks ended August 2, 2026 increased by $14.2 million, or 7.1%, to $214.8 million compared to $200.6 million in the thirteen weeks ended August 3, 2025. Our marketing expenses increased due to additional investment in our lower and upper funnel marketing channels contributing to new customer acquisition and improved customer retention.
Advertising and marketing expenses for the twenty-six weeks ended August 2, 2026 increased by $26.5 million, or 6.7%, to $420.9 million compared to $394.4 million in the twenty-six weeks ended August 3, 2025. Our marketing expenses increased due to additional investment in our lower and upper funnel marketing channels contributing to new customer acquisition and improved customer retention.
Interest and Other Income, net
Interest expense, net for the thirteen weeks ended August 2, 2026 was $4.7 million compared to interest income, net of $3.9 million in the thirteen weeks ended August 3, 2025. Interest expense, net for the twenty-six weeks ended August 2, 2026 was $1.9 million compared to interest income, net of $7.1 million in the twenty-six weeks ended August 3, 2025. The change was primarily driven by interest expense associated with our Term Loan Credit Facility and borrowings under our ABL Credit Facility.
Other income, for the thirteen weeks ended August 2, 2026 increased by $24.2 million to $24.6 million compared to other income of $0.4 million in the thirteen weeks ended August 3, 2025. Other income for the twenty-six weeks ended August 2, 2026 increased by $26.4 million to $24.6 million compared to other expense of $1.8 million in the twenty-six weeks ended August 3, 2025. The primary driver was $24.0 million of net legal settlement proceeds received in connection with certain legal proceedings involving the Company.
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Income Tax Provision (Benefit)
Our effective tax rate for the thirteen weeks ended August 2, 2026 was higher than the U.S. federal statutory rate, primarily due to state income taxes and shortfall from share-based compensation partially offset by federal and state research and development credits.
Income tax provision for the thirteen weeks ended August 2, 2026 increased by $19.4 million, to $31.4 million compared to income tax provision of $12.0 million in the thirteen weeks ended August 3, 2025, driven primarily by higher pre-tax income.
Income tax provision for the twenty-six weeks ended August 2, 2026 increased by $40.4 million to $67.9 million compared to income tax provision of $27.5 million in the twenty-six weeks ended August 3, 2025, driven primarily by higher pre-tax income.
Liquidity and Capital Resources
We finance our operations and capital expenditures primarily through cash flows generated by operations. Our principal sources of liquidity are expected to be our cash and cash equivalents, marketable securities, and our revolving credit facility. Cash and cash equivalents consisted primarily of cash on deposit with banks. Cash and cash equivalents totaled $611.0 million as of August 2, 2026, a decrease of $249.1 million from February 1, 2026.
We believe that our cash and cash equivalents, marketable securities, and availability under our revolving credit facility will be sufficient to fund our working capital, capital expenditure requirements, debt-service obligations, contractual obligations, and strategic investments for at least the next twelve months. As of August 2, 2026, we had $783.1 million available under our asset-based revolving credit facility. This assessment reflects our current liquidity position and expected cash flows, including the impact of our recently incurred debt-service obligations. During the quarter, we drew and fully repaid $220 million under the facility. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, capital expenditures, share repurchases, or other strategic investments. Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in Item 1A of our 10-K Report for the fiscal year ended February 1, 2026. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all.
Cash Flows
| 26 Weeks Ended | |||||||||||
($ in millions) | August 2, 2026 | August 3, 2025 | |||||||||
| Net cash provided by operating activities | $ | 245.9 | $ | 220.3 | |||||||
| Net cash (used in) investing activities | $ | (620.6) | $ | (70.9) | |||||||
| Net cash provided by (used in) financing activities | $ | 125.9 | $ | (154.0) | |||||||
Operating Activities
Net cash provided by operating activities was $245.9 million for the twenty-six weeks ended August 2, 2026, which primarily consisted of $175.3 million of net income and $253.5 million of non-cash adjustments, including share-based compensation expense of $150.4 million and depreciation and amortization expense of $76.7 million. These amounts were partially offset by working capital changes of $170.4 million, which were primarily driven by a decrease in accrued expenses and other current liabilities, coupled with an increase in accounts receivable, inventories, and prepaid expenses and other current assets.
Net cash provided by operating activities was $220.3 million for the twenty-six weeks ended August 3, 2025, which primarily consisted of $124.4 million of net income and $235.5 million of non-cash adjustments, including share-based compensation expense of $150.4 million and depreciation and amortization expense of $62.1 million. These amounts were partially offset by working capital changes of $121.6 million, which were primarily driven by an increase in accounts receivable, a decrease in accrued expenses and other current liabilities, as well as increases in inventories and prepaid expenses and other current assets. These changes were partially offset by an increase in payables.
Investing Activities
Net cash used in investing activities was $620.6 million for the twenty-six weeks ended August 2, 2026, primarily consisting of $378.0 million for the acquisition of Modern Animal, $174.8 million for the acquisition of SmartPak and $85.6 million for capital expenditures related to expanding operations at our fulfillment centers, veterinary clinics, and future pharmacy facility capabilities.
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Net cash used in investing activities was $70.9 million for the twenty-six weeks ended August 3, 2025, primarily consisting of $65.7 million for capital expenditures related to fulfillment centers, veterinary clinics, future pharmacy facility capabilities, and investments in our fresh and frozen private brand infrastructure.
Financing Activities
Net cash provided by financing activities was $125.9 million for the twenty-six weeks ended August 2, 2026 primarily consisting of $591.7 million of term loan proceeds offset by $400.0 million for repurchases of common stock, and $68.7 million for tax withholdings related to vesting of share-based compensation awards.
Net cash used in financing activities was $154.0 million for the twenty-six weeks ended August 3, 2025, primarily consisting of $152.6 million for repurchases of common stock, as well as payments for secondary offering costs, partially offset by $2.3 million for proceeds from, net of income taxes paid for, the parent reorganization transactions.
Other Liquidity Measures
ABL Credit Facility
We have a senior secured asset-based credit facility (the “ABL Credit Facility”), which matures on June 23, 2031 following an amendment entered into on June 23, 2026, and provides for non-amortizing revolving loans in the aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). Based on our borrowing base as of August 2, 2026, which is reduced by standby letters of credit, we had $783.1 million of borrowing capacity under the ABL Credit Facility. As of August 2, 2026 and February 1, 2026, we did not have any outstanding borrowings under the ABL Credit Facility.
Share Repurchase Activity
On May 24, 2024, our Board of Directors authorized the Company to repurchase up to $500 million of its Class A common stock, par value $0.01 per share (the “Class A common stock”), and/or Class B common stock, par value $0.01 per share (the “Class B common stock” and together with the Class A common stock, the “common stock”), pursuant to a share repurchase program (the “Repurchase Program”).
On April 7, 2026, the Board of Directors approved an increase of $500 million to the Repurchase Program. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. We are not required to repurchase any specific dollar amount or to acquire any specific number of shares of common stock. The Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time.
During the thirteen weeks ended August 2, 2026, 9,886,243 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program for a total cost of $199.9 million, excluding the cost of commissions and excise taxes. During the twenty-six weeks ended August 2, 2026, 17,485,469 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program for a total cost of $400.0 million, excluding the cost of commissions and excise taxes. The authorized value of shares available to be repurchased under the Repurchase Program excludes the cost of commissions and excise taxes and as of August 2, 2026, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $350.1 million. As of August 2, 2026, the total unpaid cost of share repurchases was $1.5 million for excise taxes.
Recent Accounting Pronouncements
Information regarding recent accounting pronouncements is provided in Item 1 of Part I, “Financial Statements (Unaudited) - Note 2 - Basis of Presentation and Significant Accounting Policies - Recent Accounting Pronouncements” and is incorporated by reference herein.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risk disclosed in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026.
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Item 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this 10-Q Report, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of August 2, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the thirteen weeks ended August 2, 2026.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information concerning legal proceedings is provided in Item 1 of Part I, “Financial Statements (Unaudited)–Note 7– Commitments and Contingencies–Legal Matters” and is incorporated by reference herein.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information with respect to shares of Class A common stock repurchased by Chewy, Inc. during the thirteen weeks ended August 2, 2026:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | Approximate Dollar Value of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (3)(4) | ||||||||||||||||||||||
| May 4, 2026 - May 31, 2026 | 866,201 | $ | 23.07 | 866,201 | $ | 530.0 | ||||||||||||||||||||
| June 1, 2026 - July 5, 2026 | 4,245,000 | $ | 19.11 | 4,245,000 | $ | 448.9 | ||||||||||||||||||||
| July 6, 2026 - August 2, 2026 | 4,775,042 | $ | 20.68 | 4,775,042 | $ | 350.1 | ||||||||||||||||||||
| Total | 9,886,243 | 9,886,243 | ||||||||||||||||||||||||
(1) The purchased shares consisted of 9,886,243 shares of Class A common stock repurchased pursuant to the Repurchase Program. | ||||||||||||||||||||||||||
(2) Average price paid per share under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases. | ||||||||||||||||||||||||||
(3) On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of the Company’s common stock pursuant to the Repurchase Program. On April 7, 2026, the Company’s Board of Directors approved an increase of $500 million to the Company’s previously authorized share repurchase program. The Repurchase Program has no expiration date and may be modified, suspended or terminated at any time. The average price paid per share and approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases. Refer to Note 2 in the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q for additional information. | ||||||||||||||||||||||||||
(4) Approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases. | ||||||||||||||||||||||||||
Restricted Stock Unit Share Withholding
We withhold shares of our Class A common stock associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units and performance-based restricted stock units awards under our employee equity incentive program. During the twenty-six weeks ended August 2, 2026, we withheld approximately 2.1 million shares for a total value of $51.3 million through net share settlements. Refer to Note 11 - Share-Based Compensation in the “Notes to Condensed Consolidated Financial Statements” for additional discussion of our equity incentive plans.
Item 5. Other Information
Rule 10b5-1 Plan Elections
On June 30, 2026 , William Billings , the Company’s Chief Accounting Officer and Treasurer , adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and is scheduled to expire on December 31, 2026 , subject to earlier termination in accordance with its terms. The aggregate number of shares of Class A common stock authorized to be sold pursuant to the trading arrangement is 22,888 shares.
During the thirteen weeks ended August 2, 2026, no other director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated
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Item 6. Exhibits
| Incorporation by Reference | ||||||||||||||||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed Herewith | ||||||||||||||
| 10.1 | X | |||||||||||||||||||
| 10.2 | 8-K | 001-38936 | 10.1 | June 24, 2026 | ||||||||||||||||
| 10.3 | 8-K | 001-38936 | 10.2 | June 24, 2026 | ||||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 32.1 | X | |||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||
| * Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto | ||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| CHEWY, INC. | |||||||||||
| Date: | September 9, 2026 | By: | /s/ Christopher S. Deppe | ||||||||
| Christopher S. Deppe | |||||||||||
| Chief Financial Officer | |||||||||||
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EXHIBIT 10.1
Form of Restricted Stock Unit Award Agreement (Director Grants)
AWARD NOTICE
AND
RESTRICTED STOCK UNIT AGREEMENT
(Director Grants)
CHEWY, INC.
2024 OMNIBUS INCENTIVE PLAN
The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.
Participant: Participant Name
Date of Grant: Grant Date
Restricted Stock Units Granted: Number of Granted Restricted Stock Units (the “Award”)
Vesting Schedule: Please refer to Appendix: Vesting Schedule (the “Vesting Schedule”)
1.Regular Vesting. Subject to the Participant’s continued Service through the vesting date, 100% of the Award will vest on the earlier of (1) the date of the Company’s annual meeting of stockholders in the year following the Date of Grant or (2) one year from the Date of Grant set forth above, and will be settled in accordance with Section 4 of the Agreement.
2.Change in Control Treatment. Subject to the Participant’s continued Service through the Change in Control, 100% of the Award will vest upon a Change in Control.
* * *
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EXHIBIT 10.1
RESTRICTED STOCK UNIT AGREEMENT
CHEWY, INC.
2024 OMNIBUS INCENTIVE PLAN
This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Chewy, Inc., a Delaware corporation (“Chewy”), and the Participant (as defined below).
WHEREAS, Chewy has adopted the Chewy, Inc. 2024 Omnibus Incentive Plan (as it may be amended, the “Plan”) in order to provide equity-based incentive awards to eligible service providers to encourage them to deliver outcomes and/or continue in the Service of the Company; and
WHEREAS, the Board of Directors has determined to grant RSUs (as defined below) to the Participant (as defined below) as provided herein and the Company and the Participant (as defined below) hereby wish to memorialize the terms and conditions applicable to such RSUs.
NOW, THEREFORE, the parties hereto agree as follows:
1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
(a)“Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice.
(b)“Award Notice” shall mean the notice to the Participant.
(c)“Cause” shall have the meaning ascribed to such term in any employment agreement entered into by the Participant and Company and if not so defined, or no such agreement exists, “Cause” shall mean (i) a refusal or failure to follow the lawful and reasonable directions of the Board of Directors or individual to whom the Participant reports, which refusal or failure is not cured within thirty (30) days following delivery of written notice of such conduct to the Participant; (ii) conviction of the Participant of any felony involving fraud or act of dishonesty against the Company or any of its affiliates; (iii) conduct by the Participant which, based upon good faith and reasonable factual investigation and determination of the Company, demonstrates gross unfitness to serve; (iv) intentional, material violation by the Participant of any contractual, statutory, or fiduciary duty owed by the Participant to the Company or any of its affiliates; or (v) willful misconduct causing material economic harm or public disgrace to the Company of any of its subsidiaries or affiliates.
(d)“Company” shall mean Chewy.
(e)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
(f)“Participant” shall mean the “Participant” listed in the Award Notice.
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(g)“RSUs” shall mean that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted.”
2.Grant of Units. The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.
3.RSU Account. The Company shall cause an account (the “Unit Account”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company. Each RSU shall accrue dividend equivalents (“Dividend Equivalents”) with respect to dividends that would otherwise be paid on the Share underlying such RSU during the period from the Date of Grant to the date such Share is delivered in accordance with Section 4 below. Dividend Equivalents shall be subject to the same vesting conditions applicable to the RSU on which such Dividend Equivalents are accrued, and shall be paid in cash to the Participant upon delivery of the underlying Share in respect of which the Dividend Equivalents were accrued.
4.Vesting; Settlement.
(a)The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one Share for each RSU (as adjusted under the Plan) as soon as practicable and no later than twenty (20) business days following the applicable vesting date, subject to Section 4(b) below, and such vested RSU shall be cancelled upon such delivery.
(b)If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the earning of RSUs that have been so deferred, the applicable number of Deferred Shares will be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 3, the number of Shares equal to the number of Deferred Shares credited to the Participant’s Account will be distributed to the Participant in accordance with the terms of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.
(c)The Participant will be solely liable for all federal, state, local, foreign and other tax obligations related to the RSUs (collectively, “Tax-Related Items”), and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the RSUs or the subsequent sale of any Shares and (ii) does not commit to structure the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that the Company has encouraged the Participant to consult the Participant’s own adviser regarding the tax consequences of the Award, and that the Participant is not relying on the Company or its Affiliates or agents for tax advice.
(d)The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this
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Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.
5.Termination of Service.
(a)In the event that the Participant’s Service with the Company terminates for any reason, any unvested RSUs shall never be earned or vested, and all of the Participant’s rights hereunder with respect to such unvested RSUs (and any Dividend Equivalents accrued thereon) shall therefore cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).
(b)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s Service so long as the Participant continues to be an employee or service provider, as applicable, of the Company. Whether (and the circumstances under which) the Participant’s Service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act, its designee, whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own Service for purposes of the RSUs).
6.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such attempted or purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
7.Repayment of Proceeds; Clawback Policy.
(a)If the Company discovers, either before or after termination of Service, that there are or were grounds to terminate the Participant’s Service for Cause, then the Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs or Shares issued in settlement of the RSUs. With respect to the scenario where the Company discovers that after a termination of Service that grounds for a termination with Cause existed at the time thereof, then any reference in this Agreement to grounds existing for a termination with Cause shall be determined without regard to any cure period or other procedural delay or event required prior to a finding of, or termination with, Cause.
(b)The RSUs and all proceeds of the RSUs shall be subject to any right or obligation that the Company may have (i) under any Company clawback policy, including, without limitation, the Chewy Clawback Policy or other agreement or arrangement with the Participant, and (ii) under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the Securities and Exchange Commission, the listing standards of the NYSE, or any other applicable law.
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(c)By acceptance of the grant of RSUs pursuant to this Agreement, the Participant acknowledges and agrees that the Company may cause the cancellation or forfeiture of RSUs or Shares issuable upon settlement of any RSU on the books and records of the Company or any transfer agent to enforce the provisions of this Section 7.
8.No Right to Continued Service. Neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs hereunder shall impose any obligation on the Company or any of its Affiliates to continue the Service of the Participant. Further, the Company or any of its Affiliates (as applicable) may at any time terminate the Service of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
9.No Rights as a Stockholder. The Participant’s interest in the RSUs shall not entitle the Participant to any rights as a Chewy stockholder. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a Chewy stockholder in respect of, the Shares unless and until such Shares have been issued to the Participant.
10.Adjustments Upon Change in Capitalization. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any performance targets (including share price hurdles), and/or the Shares, shall be subject to adjustment in accordance with Section 9 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Chewy’s common stock (whether in the form of cash or other property).
11.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
12.Severability. Except where otherwise expressly indicated, Participant’s obligations under this Agreement are severable and/or subject to reformation or partial enforcement. If a court of competent jurisdiction determines that at the time this Agreement is presented for enforcement any provisions are overly broad or unenforceable, the parties agree that the court shall engage in partial enforcement and/or reform the Agreement to make it enforceable to the maximum extent possible for the protection of the Company’s interests and prevention of irreparable harm which is the express intent of the parties. If despite the forgoing, a provision of this Agreement is held by a court or arbitrator of competent jurisdiction (an “Adjudicator”) to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
13.Governing Law; Venue; Language. Subject to any arbitration agreement between Participant and the Company, any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference) or a judgment entered by an Adjudicator, that can be pursued or enforced in a court of law, shall be brought in the U.S. District Court for the District of Delaware or in another court of competent subject matter jurisdiction located in the State of Delaware. The Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, all hereby submit to the exclusive jurisdiction of the courts of proper subject matter jurisdiction located in Delaware (the “Chosen Venue”), consent to the exercise of personal jurisdiction over them by such courts, and waive (a) any objections which they may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement that can be pursued in a court of law in
5
the Chosen Venue; (b) any claim that any such suit, action, or proceeding brought in the Chosen Venue has been brought in any inconvenient forum; and (c) any right to a jury trial in the Chosen Venue (unless such jury waiver would violate controlling law or otherwise make the remainder of the forgoing provisions regarding Chosen Venue unenforceable). Nothing herein shall be construed to waive the arbitration obligations Participant or Company may have as a result of any arbitration agreement between them. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern.
14.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
15.Data Privacy Consent.
(a)General. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, work location and phone number, date of birth, social security number or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Personal Data”).
(b)Use of Personal Data; Retention. The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.
(c)Withdrawal of Consent. The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service and career with the Company will not be adversely affected; the
6
only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
16.[Reserved].
17.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all determinations with respect to future grants of RSUs, if any, including the date of grant, the number of Shares granted and the applicable vesting terms, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s Services contract, if any, and nothing can or must automatically be inferred from such Services contract or its consequences; and (f) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to RSU proceeds in consequence of the termination of the Participant’s Service for any reason whatsoever and whether or not in breach of contract.
18.Award Administrator. The Company may from time to time designate a third party (as an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any RSUs granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of RSU Agreements by Participants.
19.Section 409A of the Code.
(a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.
(b)Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and not exempt for Section 409A as a short-term deferral or otherwise and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six (6)-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties
7
under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.
20.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
21.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
22.Acceptance and Agreement by the Participant. By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.
23.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
24.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
25.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
26.Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.
[Signatures follow]
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EXHIBIT 10.1
CHEWY, INC.
By:
Sumit Singh
Chief Executive Officer
Chief Executive Officer
Acknowledge and agreed as of the date first written above:
Participant Signature: [NAME]
9
EXHIBIT 31.1
Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Sumit Singh, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Chewy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | September 9, 2026 | /s/ Sumit Singh | |||||||||
| Sumit Singh | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher S. Deppe, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Chewy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | September 9, 2026 | /s/ Christopher S. Deppe | |||||||||
| Christopher S. Deppe | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
EXHIBIT 32.1
Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Chewy, Inc. (the “Company”) on Form 10-Q for the period ended August 2, 2026, as filed with the Securities and Exchange Commission (the “Periodic Report”), we, Sumit Singh, Chief Executive Officer of the Company, and Christopher S. Deppe, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:
1.The Periodic Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 9, 2026
| /s/ Sumit Singh | |||||
| Sumit Singh | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Christopher S. Deppe | |||||
| Christopher S. Deppe | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||