Chewy Inc

Current report

There have been no material changes to the risk factors disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2024.

Current report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Current report

The following table presents information with respect to shares of Class A common stock repurchased by Chewy, Inc. during the thirteen weeks ended July 28, 2024:

Previous report

The following are important factors that could affect our business, financial condition or results of operations and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Quarterly Report on Form 10-Q, our other filings with the SEC or in presentations such as telephone conferences and webcasts open to the public. The following updates and supersedes the risks and uncertainties previously provided in Part I, Item 1A of our 2023 Annual Report on Form 10-K. You should carefully consider the following factors in conjunction with this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 and our consolidated financial statements and related notes in Item 1. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition or results of operations. If any of the following risks actually occur, or other risks that we are not aware of become material, our business, financial condition, results of operations and future prospects could be materially and adversely affected.

Previous report

Summary Risk Factors

Previous report

Our business faces significant risks. The risk factors described below are only a summary of the principal risk factors associated with an investment in us. These risks are more fully described in this “Risk Factors” section, including the following:

Previous report

Risks Related to Our Business and Operations

Previous report

•Our recent growth rates may not be sustainable or indicative of our future growth and we may not be able to successfully manage challenges to our future growth.

Previous report

•Business disruptions and responsive actions may adversely affect our business operations, financial performance, liquidity and cash flow for an unknown period of time.

Previous report

•If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net sales, improve margins, and maintain profitability.

Previous report

•If we fail to manage our growth effectively, our business, financial condition, and results of operations could be materially and adversely affected.

Previous report

•Our continued success is largely dependent on positive perceptions of the Company.

Previous report

•We have a history of losses and may generate operating losses as we continue to expand our business.

Previous report

•We may be unable to accurately forecast net sales and appropriately plan our expenses in the future.

Previous report

•Our estimate of the size of our addressable markets may prove to be inaccurate.

Previous report

•We may be unable to source additional suppliers or strengthen our existing relationships with suppliers. In addition, the loss of any of our key suppliers would negatively impact our business.

Previous report

•Shipping is a critical part of our business and any changes in, or disruptions to, our shipping arrangements could adversely affect our business, financial condition, and results of operations.

Previous report

•If we do not successfully optimize, operate, and manage the expansion of the capacity of our fulfillment centers, our business, financial condition, and results of operations could be harmed.

Previous report

•Our business may be adversely affected if we are unable to provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology.

Previous report

•We are subject to risks related to online payment methods.

Previous report

•Our business depends on network and mobile infrastructure, our third-party data center hosting facilities (including cloud-service providers), other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our websites or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers.

Previous report

•Disruptions to software-as-a-service technologies from third parties may adversely affect our business and results of operations.

Previous report

•Our failure or the failure of third-party service providers to protect our websites, networks, and systems against cybersecurity incidents, or to otherwise protect our confidential information, could damage our reputation and brand and harm our business, financial condition, and results of operations.

Previous report

•Safety, quality, and health concerns regarding our products could affect our business.

Previous report

•Risks associated with our suppliers and our outsourcing partners, many of which are located outside of the United States (“U.S.”), could materially and adversely affect our business, financial condition, and results of operations.

Previous report

•We are subject to extensive laws and regulations and we may incur material liabilities or costs related to complying with existing or future laws and regulations, and our failure to comply may result in enforcements, penalties, recalls, and other adverse actions.

Previous report

•We may inadvertently not comply with various state or federal laws and regulations covering our pet health business, which may subject us to reprimands, sanctions, probations, fines, suspensions, or the loss of one or more of our licenses.

Previous report

•Resistance from veterinarians to authorize prescriptions, or their efforts to discourage pet owners from purchasing from us, could cause our sales to decrease and could adversely affect our financial condition and results of operations.

Previous report

•Failure to comply with laws and regulations relating to privacy, data protection, cybersecurity, marketing and advertising and consumer protection, could adversely affect our business, financial condition, and results of operations.

Previous report

•Our ability to utilize net operating loss and tax credit carryforwards, and other tax attributes may be subject to certain limitations.

Previous report

•We may be unable to adequately protect our intellectual property rights. Additionally, we may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management’s efforts and attention.

Previous report

•We may be subject to personal injury, workers’ compensation, product liability, labor and employment, and other claims in the ordinary course of business.

Previous report

•We rely on the performance of members of management and highly skilled personnel and our business could be harmed if we are unable to attract, develop, motivate, and retain highly-qualified and skilled employees.

Previous report

•Uncertainties in economic conditions, industry trends, and market conditions, and their impact on the pet market, could adversely impact our business, financial condition, and results of operations.

Previous report

•Significant merchandise returns or refunds could harm our business.

Previous report

•We may seek to grow our business through acquisitions or investments in new or complementary businesses, technologies, or offerings, or through other strategic transactions, and the failure to manage these acquisitions, investments, or strategic transactions, or to integrate them with our existing business, could have a material adverse effect on us.

Previous report

•Our business results could be adversely affected if our new offerings are unsuccessful.

Previous report

•Regulation of the sale of insurance for pets is subject to change, and future regulations could harm our business, operating results, and financial condition.

Previous report

•If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our operations outside the U.S. and Canada.

Previous report

Risks Related to Our Industry

Previous report

•Competition in the pet products and services health and retail industries, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business.

Previous report

•Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could harm our business, financial condition, and results of operations.

Previous report

•Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our websites and mobile applications and our financial results.