PLANTATION, Fla. – In a move signaling continued confidence, online pet retailer Chewy, Inc. (CHWY) today announced the pricing of an upsized public offering of shares by a major shareholder, coupled with a concurrent share repurchase. The offering, managed by J.P. Morgan, will see Buddy Chester Sub LLC, an entity affiliated with BC Partners PE, LP, Chewy’s largest shareholder, sell 23,952,096 shares of Class A common stock at $41.95 per share. The underwriter has been granted a 30-day option to purchase an additional 3,592,815 shares.
While Chewy itself won’t receive any proceeds from the sale, the company is simultaneously committing $100 million to repurchase its own Class A common stock from the selling shareholder at the same per-share price. This concurrent repurchase, approved by a special committee of independent directors, will see those shares cancelled and retired. This move is separate from Chewy’s existing $500 million share repurchase program, authorized in May 2024, which remains unaffected.
“[This] is a strong vote of confidence from a major shareholder,” remarked a Wall Street analyst, noting the strategic implications of the offering and repurchase. “It shows Chewy’s continued commitment to its shareholders while also providing an opportunity for BC Partners to realize some returns.”
Pre-offering, Chewy had roughly 196 million Class A and 220 million Class B shares outstanding. Post-offering and repurchase (assuming no exercise of the underwriter’s option), the company anticipates approximately 219 million Class A and 193 million Class B shares outstanding. The transactions are expected to close by June 25, 2025, subject to customary conditions.
This strategy allows Chewy to maintain its financial flexibility while giving BC Partners the opportunity to trim its position. The move reflects the evolution of the online pet market, where Chewy competes for market share with incumbents. The company is betting on continued growth in the pet industry.
The preliminary prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website. Investors are urged to review these documents carefully before making any investment decisions.
About Chewy
Chewy aims to be the most trusted and convenient destination for pet parents. They offer a wide selection of products and services at competitive prices. We seek to continually develop innovative ways for our customers to engage with us, as our websites and mobile applications allow our pet parents to manage their pets’ health, wellness, and merchandise needs, while enabling them to conveniently shop for our products. They partner with approximately 3,200 of the best and most trusted brands in the pet industry, and they create and offer their own private brands. Through our websites and mobile applications, we offer our customers approximately 130,000 products and services offerings, to bring what we believe is a high-bar, customer-centric experience to our customers.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. All statements other than statements of historical facts contained in this communication are forward-looking statements, which involve substantial risks and uncertainties. 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 these forward-looking statements 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 close the Offering and Concurrent Repurchase and complete any repurchases under our share repurchase program following the Offering and Concurrent Repurchase. 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 communication 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” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, the preliminary prospectus supplement and accompanying prospectus and elsewhere in our filings with the SEC. 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 communication. 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. The forward-looking statements made in this communication 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 communication to reflect events or circumstances after the date of this communication 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.
Source: Chewy
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