Chewy, Inc. Announces $1 Billion Public Offering and Concurrent Repurchase of Class A Common Stock

Strategic Insights -

Chewy, a leading online retailer of pet products, announced the commencement of a public offering of $1 billion of shares of its Class A common stock. The offering is sponsored by Buddy Chester Sub LLC, an entity affiliated with funds advised by BC Partners, Chewy's largest shareholder. Chewy will not participate in the offering and will not receive any proceeds from the sale of shares. In a separate transaction, Chewy agreed to purchase $100 million of Class A common stock from the selling stockholder at the same price as the underwriters in the offering. This repurchase is intended to be executed concurrently with the closing of the offering.

Key Takeaways:

  • Chewy is conducting a $1 billion public offering of its Class A common stock, sponsored by Buddy Chester Sub LLC.
  • The offering is not conditioned on the closing of a concurrent repurchase of Class A common stock by Chewy.
  • Chewy will purchase $100 million of Class A common stock from the selling stockholder at the same price as the underwriters in the offering.
  • The purchase is part of a $500 million share repurchase program authorized by Chewy's Board of Directors, which was unaffected by the transaction.
  • The offering is subject to market and other conditions, with no assurance as to whether or when it may be completed.
  • J.P. Morgan is acting as the sole underwriter for the offering.
  • Chewy has filed a registration statement with the Securities and Exchange Commission (SEC) for the offering, which is available on the SEC's website.

Statistics:

  • $1 billion: the amount of shares of Chewy's Class A common stock being offered in the public offering.
  • $100 million: the amount of shares of Class A common stock that Chewy will purchase from the selling stockholder at the close of the offering.
  • $500 million: the amount of shares available for repurchase under Chewy's existing share repurchase program.
  • $150 million: the maximum additional amount of shares of Class A common stock that the underwriters may purchase from the selling stockholder under an option granted by the selling stockholder.

Sources:

  • Business Wire, "Chewy, Inc. Announces Underwritten Public Offering of $1.0 Billion of Shares of Its Class A Common Stock and Concurrent Repurchase Agreement" (June 18, 2025)
  • SEC filing, Form S-1, "Registration Statement of Chewy, Inc. under the Securities Act of 1933" (filed with the SEC)