Chewy, Inc.
For the period ended Aug 2, 2026. Filed Sep 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 2, 2026 · Filed Sep 9, 2026
CHWY$22.56-1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-03; filed 2026-06-10.
0001628280-26-042060
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-02; filed 2026-09-09.
0001628280-26-061018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 99 current paragraphs.
68 unchanged; 20 reworded; 8 added; 2 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Thirteen and twenty-six weeks ended August 2, 2026 compared tothirteen and twenty-six weeks ended August 3, 2025
Current report
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.
Current report
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.
Current report
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.
Current report
Interest and Other Income, net
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (2)
Previous report
Interest income for the thirteen weeks ended May 3, 2026 decreased by $0.4 million, to $2.8 million compared to interest income of $3.2 million in the thirteen weeks ended May 4, 2025. This decrease was due to a decrease in interest income generated from marketable securities, which matured during the thirteen weeks ended May 4, 2025.
Previous report
Other expense, net, was nil for the thirteen weeks ended May 3, 2026 compared to other expense, net, of $2.2 million in the thirteen weeks ended May 4, 2025.
Reworded paragraphs (20)
Previous wording
We generate interest income from our cash and cash equivalents and marketable securities. We incur interest expense in relation to our borrowing facilities, finance leases, and unrecognized tax benefits.
Current wording
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.
Previous wording
Adjusted EBITDA excludes depreciation and amortization, share-based compensation and related taxes, income tax provision (benefit), interest income (expense), transaction-related costs, 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.
Current wording
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.
Previous wording
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, 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.
Current wording
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.
Previous wording
Net sales for the thirteen weeks ended May 3, 2026 increased by $241.2 million, or 7.7%, to $3.4 billion compared to $3.1 billion for the thirteen weeks ended May 4, 2025. This increase was primarily driven by growth in active customers, which improved by 3.6%, to 21.5 million, and higher net sales per active customer, which increased $14, to $597 in the thirteen weeks ended May 3, 2026 compared to the thirteen weeks ended May 4, 2025, driven by growth across our consumables, pet health and specialty products, and hardgoods businesses. On February 2, 2026, the Company completed the acquisition of SmartPak whose net sales were not material for the thirteen weeks ended May 3, 2026 and are included within pet health and specialty products.
Current wording
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.
Previous wording
Cost of goods sold for the thirteen weeks ended May 3, 2026 increased by $153.6 million, or 7.0%, to $2.3 billion compared to $2.2 billion in the thirteen weeks ended May 4, 2025. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.
Current wording
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.
Previous wording
Gross profit for the thirteen weeks ended May 3, 2026 increased by $87.6 million, or 9.5%, to $1,011.4 million compared to $923.8 million in the thirteen weeks ended May 4, 2025. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the thirteen weeks ended May 3, 2026 was 30.1%, an increase of 50 basis points compared to 29.6% for the thirteen weeks ended May 4, 2025, and is driven by growth in sponsored ads and margin growth across our consumables business.
Current wording
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.
Previous wording
Selling, general and administrative expenses for the thirteen weeks ended May 3, 2026 increased by $23.7 million, or 3.6%, to $676.8 million compared to $653.1 million in the thirteen weeks ended May 4, 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 $9.61 million attributable to transaction-related costs with the SmartPak acquisition, as well as a modest increase in expanded hosting and software infrastructure requirements.
Current wording
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.
Previous wording
Advertising and marketing expenses for the thirteen weeks ended May 3, 2026 increased by $12.3 million, or 6.3%, to $206.1 million compared to $193.8 million in the thirteen weeks ended May 4, 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.
Current wording
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.
Previous wording
Our effective tax rate for the thirteen weeks ended May 3, 2026 was higher than the U.S. federal statutory rate, primarily due to state income taxes and shortfall from share-base compensation partially offset by federal and state research and development credits.
Current wording
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.
Previous wording
Income tax provision for the thirteen weeks ended May 3, 2026 increased by $21.0 million, to $36.5 million compared to income tax provision of $15.5 million in the thirteen weeks ended May 4, 2025, driven primarily by higher pre-tax income.
Current wording
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.
Previous wording
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 $485.2 million as of May 3, 2026, a decrease of $374.9 million from February 1, 2026.
Current wording
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.
Previous wording
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, and contractual obligations for at least the next twelve months. 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.
Current wording
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.
Previous wording
Net cash provided by operating activities was $108.5 million for the thirteen weeks ended May 3, 2026, which primarily consisted of $94.8 million of net income and $115.9 million of non-cash adjustments, including share-based compensation expense of $66.9 million and depreciation and amortization expense of $37.0 million. These amounts were partially offset by working capital changes of $92.8 million, which were primarily driven by a decrease in accrued expenses and other current liabilities, coupled with an increase in accounts receivable and prepaid expenses and other current assets. These changes were partially offset by a decrease in inventories.
Current wording
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.
Previous wording
Net cash provided by operating activities was $86.4 million for the thirteen weeks ended May 4, 2025, which primarily consisted of $62.4 million of net income, $120.4 million of non-cash adjustments, such as share-based compensation expense of $74.5 million and depreciation and amortization expense of $30.0 million, partially offset by a cash decrease of $88.8 million from working capital. Cash decreases from working capital were primarily driven by a decrease in other current liabilities and an increase in inventories, receivables, and other current assets, partially offset by an increase in payables.
Current wording
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.
Previous wording
Net cash used in investing activities was $228.6 million for the thirteen weeks ended May 3, 2026, primarily consisting of $174.8 million for acquisition of SmartPak, and $37.7 million for capital expenditures related to expanding operations at our fulfillment centers, veterinary clinics, and future pharmacy facility capabilities.
Current wording
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.
Previous wording
Net cash used in investing activities was $41.2 million for the thirteen weeks ended May 4, 2025, primarily consisting of $37.7 million for capital expenditures related to expanding operations at our Houston, Texas fulfillment center, veterinary clinics, and future pharmacy facility capabilities.
Current wording
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.
Previous wording
Net cash used in financing activities was $254.8 million for the thirteen weeks ended May 3, 2026 primarily consisting of $200.0 million for repurchases of common stock, and $53.3 million for tax withholdings related to vesting of share-based compensation awards.
Current wording
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.
Previous wording
Net cash used in financing activities was $25.0 million for the thirteen weeks ended May 4, 2025, primarily consisting of $23.1 million for repurchases of common stock, as well as payments for secondary offering costs, and principal repayments of finance lease obligations.
Current wording
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.
Previous wording
We have a senior secured asset-based credit facility (the “ABL Credit Facility”), which matures on April 1, 2030 following an amendment entered into on April 1, 2025, 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 May 3, 2026, which is reduced by standby letters of credit, we had $783.1 million of borrowing capacity under the ABL Credit Facility. As of May 3, 2026 and February 1, 2026, we did not have any outstanding borrowings under the ABL Credit Facility, respectively.
Current wording
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.
Previous wording
During the thirteen weeks ended May 3, 2026, 7,599,226 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program for a total cost of $200.0 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 May 3, 2026, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $550.0 million. As of May 3, 2026, the total unpaid cost of share repurchases was $1.4 million for excise taxes.
Current wording
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.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Interest and Other Income (Expense), net
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.