Chewy, Inc. Announces Pricing of Offering of Class A Common Stock by Selling Stockholder and Concurrent Repurchase

Chewy, Inc. (NYSE: CHWY) (“Chewy”), a trusted destination for pet parents and partners everywhere, announced today the pricing of an underwritten offering of 16,666,667 shares of its Class A common stock, par value $0.01 per share, by Buddy Chester Sub LLC (the “Selling Stockholder”), which is an entity affiliated with funds advised by BC Partners Advisors LP (“BC Partners”), Chewy’s largest shareholder, at a price to the public of $30.00 per share (the “Offering”). The Selling Stockholder granted the underwriter a 30-day option to purchase up to an additional 2,500,000 shares of Class A common stock. Chewy will not sell any shares of its Class A common stock in the Offering and will not receive any proceeds from the sale of the shares of Class A common stock being offered by the Selling Stockholder.

In addition, as previously announced, concurrent with the closing of the Offering, Chewy has agreed to purchase from the Selling Stockholder $300 million of Chewy’s Class A common stock at a price per share equal to the per share purchase price to be paid by the underwriter in the Offering specified above (the “Concurrent Repurchase”). The Concurrent Repurchase was approved by a special committee of Chewy’s Board of Directors, consisting solely of independent and disinterested directors not affiliated with BC Partners. The repurchased shares will be cancelled and retired upon completion of the Concurrent Repurchase. The Concurrent Repurchase is being executed separately from the Company’s existing $500 million share repurchase program authorized on May 24, 2024, which will be unaffected by this transaction. The Concurrent Repurchase is expected to be consummated concurrently with the Offering. The Offering is not conditioned upon the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned upon the closing of the Offering.

Prior to the Offering and Concurrent Repurchase, Chewy had approximately 143 million shares of Class A common stock and 275 million shares of Class B common stock outstanding. If the Offering and the Concurrent Repurchase are completed (assuming no exercise of the underwriter’s option to purchase additional shares of Class A Common Stock), Chewy will have approximately 160 million shares of Class A common stock and approximately 248 million shares of Class B common stock outstanding. The Offering and Concurrent Repurchase are expected to close by September 23, 2024, subject to customary closing conditions.