Chewy, Inc.
For the period ended Aug 2, 2026. Filed Sep 9, 2026.
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Aug 2, 2026 · Filed Sep 9, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
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.
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