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Chewy, Inc.

For the period ended Nov 2, 2025. Filed Dec 10, 2025.

View on SEC.gov

About 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.

Nov 2, 2025 · Filed Dec 10, 2025

CHWY$22.56-1.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-08-03; filed 2025-09-10.

0001766502-25-000039

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-11-02; filed 2025-12-10.

0001766502-25-000059

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 105 previous paragraphs and 112 current paragraphs.

77 unchanged; 26 reworded; 8 added; 2 removed; 0 previous and 1 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

Income tax provision (benefit) consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions, and the valuation allowance against deferred tax assets, as applicable.

Current report

Our effective tax rate for the thirty-nine weeks ended November 2, 2025 was lower than the U.S. federal statutory rate, primarily due to federal and state research and development credits and tax benefits from share-based compensation, partially offset by state income taxes.

Current report

Income tax provision for the thirteen weeks ended November 2, 2025 decreased by $15.5 million, to $10.1 million compared to income tax provision of $25.6 million in the thirteen weeks ended October 27, 2024, driven primarily by the impact of share-based compensation on pre-tax income.

Current report

Income tax provision for the thirty-nine weeks ended November 2, 2025 increased by $253.1 million, to $37.6 million compared to income tax benefit of $215.5 million in the thirty-nine weeks ended October 27, 2024. The increase was primarily due to the release of the valuation allowance on the Company’s U.S. federal and certain state deferred tax assets during the thirty-nine weeks ended October 27, 2024.

Current report

We expect to use approximately 25 percent of our cash and cash equivalents as of November 2, 2025 to fund the SmartPak acquisition.
Removed paragraphs (2)

Previous report

Thirteen and Twenty-Six Weeks Ended August 3, 2025 Compared to Thirteen and Twenty-Six Weeks Ended July 28, 2024

Previous report

For our 2025 fiscal year, we expect advertising and marketing expense to be approximately 6.7 to 6.8 percent of net sales.
Reworded paragraphs (26)

Previous wording

Evolving macroeconomic conditions, including current inflation levels, tariffs, and high interest rates, have affected, and continue to affect, our business and consumer shopping behavior. We continue to monitor conditions closely and adapt aspects of our logistics, transportation, supply chain, and purchasing processes accordingly to meet the needs of our growing community of pets, pet parents and partners. As our customers react to these economic conditions, we will adapt our business accordingly to meet their evolving needs.

Current wording

Evolving macroeconomic conditions, including inflation levels, tariffs, and high interest rates, have affected, and continue to affect, our business and consumer shopping behavior. We continue to monitor conditions closely and adapt aspects of our logistics, transportation, supply chain, and purchasing processes accordingly to meet the needs of our growing community of pets, pet parents and partners. As our customers react to these economic conditions, we will adapt our business accordingly to meet their evolving needs.

Previous wording

Net sales for the thirteen weeks ended August 3, 2025 increased by $245.6 million, or 8.6%, to $3.1 billion compared to $2.9 billion for the thirteen weeks ended July 28, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 14.9%, to $2.6 billion, higher net sales per active customer, which increased $26 or 4.6% to $591, and growth in active customers, which improved by 4.5%, to 20.9 million in the thirteen weeks ended August 3, 2025 compared to the thirteen weeks ended July 28, 2024. This increase was attributable to growth across our hardgoods, specialty, and healthcare businesses.

Current wording

Net sales for the thirteen weeks ended November 2, 2025 increased by $239.0 million, or 8.3%, to $3.1 billion compared to $2.9 billion for the thirteen weeks ended October 27, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 13.6%, to $2.6 billion, higher net sales per active customer, which increased $28 or 4.9% to $595, and growth in active customers, which improved by 4.9%, to 21.2 million in the thirteen weeks ended November 2, 2025 compared to the thirteen weeks ended October 27, 2024. This increase was attributable to growth across our hardgoods, specialty, and healthcare businesses.

Previous wording

Net sales for the twenty-six weeks ended August 3, 2025 increased by $483.9 million, or 8.4%, to $6.2 billion compared to $5.7 billion for the twenty-six weeks ended July 28, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 14.8%, to $5.1 billion, higher net sales per active customer, which increased $26 or 4.6% to $591, and growth in active customers, which improved by 4.5%, to 20.9 million in the twenty-six weeks ended August 3, 2025 compared to the twenty-six weeks ended July 28, 2024. This increase was attributable to growth across our specialty, hardgoods, and healthcare businesses.

Current wording

Net sales for the thirty-nine weeks ended November 2, 2025 increased by $722.9 million, or 8.4%, to $9.3 billion compared to $8.6 billion for the thirty-nine weeks ended October 27, 2024. This increase was primarily driven by growth in autoship customer sales, which improved by 14.4%, to $7.8 billion, higher net sales per active customer, which increased $28 or 4.9% to $595, and growth in active customers, which improved by 4.9%, to 21.2 million in the thirty-nine weeks ended November 2, 2025 compared to the thirty-nine weeks ended October 27, 2024. This increase was attributable to growth across our hardgoods, specialty, and healthcare businesses.

Previous wording

Cost of goods sold for the thirteen weeks ended August 3, 2025 increased by $147.2 million, or 7.3%, to $2.2 billion compared to $2.0 billion in the thirteen weeks ended July 28, 2024. 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 November 2, 2025 increased by $154.7 million, or 7.6%, to $2.2 billion compared to $2.0 billion in the thirteen weeks ended October 27, 2024. This increase was primarily due to higher sales coupled with increased outbound freight and shipping supply costs.

Previous wording

Cost of goods sold for the twenty-six weeks ended August 3, 2025 increased by $315.7 million, or 7.8%, to $4.4 billion compared to $4.0 billion in the twenty-six weeks ended July 28, 2024. 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 thirty-nine weeks ended November 2, 2025 increased by $470.4 million, or 7.7%, to $6.5 billion compared to $6.1 billion in the thirty-nine weeks ended October 27, 2024. 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 August 3, 2025 increased by $98.4 million, or 11.7%, to $942.2 million compared to $843.8 million in the thirteen weeks ended July 28, 2024. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the thirteen weeks ended August 3, 2025 was 30.4%, an increase of 90 basis points compared to 29.5% for the thirteen weeks ended July 28, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 460 basis points to 83.0%, and margin growth across our consumables and healthcare businesses.

Current wording

Gross profit for the thirteen weeks ended November 2, 2025 increased by $84.3 million, or 10.0%, to $928.2 million compared to $843.9 million in the thirteen weeks ended October 27, 2024. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the thirteen weeks ended November 2, 2025 was 29.8%, an increase of 50 basis points compared to 29.3% for the thirteen weeks ended October 27, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 390 basis points to 83.9%, and margin growth across our consumables and healthcare businesses.

Previous wording

Gross profit for the twenty-six weeks ended August 3, 2025 increased by $168.2 million, or 9.9%, to $1.9 billion compared to $1.7 billion in the twenty-six weeks ended July 28, 2024. 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 3, 2025 was 30.0%, an increase of 40 basis points compared to 29.6% for the twenty-six weeks ended July 28, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 460 basis points to 82.6%, and margin growth across our consumables and healthcare businesses.

Current wording

Gross profit for the thirty-nine weeks ended November 2, 2025 increased by $252.5 million, or 9.9%, to $2.8 billion compared to $2.5 billion in the thirty-nine weeks ended October 27, 2024. This increase was primarily due to the year-over-year increase in net sales as described above. Gross margin for the thirty-nine weeks ended November 2, 2025 was 29.9%, an increase of 40 basis points compared to 29.5% for the thirty-nine weeks ended October 27, 2024, and is driven by growth in sponsored ads, autoship customer sales as a percentage of net sales increasing 430 basis points to 83.0%, and margin growth across our consumables and healthcare businesses.

Previous wording

Selling, general and administrative expenses for the thirteen weeks ended August 3, 2025 increased by $50.7 million, or 8.2%, to $671.9 million compared to $621.2 million in the thirteen weeks ended July 28, 2024. The majority of the increase is associated with network-wide fulfillment costs, including modest increases in depreciation and amortization, which were collectively incurred to support the overall growth of the business, including the expansion of operations at our fulfillment center in Houston, Texas, our pharmacy fulfillment network, and increased inbound labor costs to ensure proper assortment ahead of anticipated holiday demand. This also included a modest increase in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements. These increases were partially offset by a decrease of $3.4 million in share-based compensation expense and related taxes.

Current wording

Selling, general and administrative expenses as a percentage of net sales decreased 50 basis points to 21.3% for the thirteen weeks ended November 2, 2025, compared to 21.8% for the thirteen weeks ended October 27, 2024. Selling, general and administrative expenses for the thirteen weeks ended November 2, 2025 increased by $38.6 million, or 6.2%, to $665.1 million compared to $626.5 million in the thirteen weeks ended October 27, 2024. 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 a modest increase in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements.

Previous wording

Selling, general and administrative expenses for the twenty-six weeks ended August 3, 2025 increased by $101.2 million, or 8.3%, to $1.3 billion compared to $1.2 billion in the twenty-six weeks ended July 28, 2024. The majority of the increase is associated with network-wide fulfillment costs, including modest increases in depreciation and amortization, which were collectively incurred to support the overall growth of the business, including the expansion of operations at our fulfillment center in Houston, Texas, our pharmacy fulfillment network, and increased inbound labor costs to ensure proper assortment ahead of anticipated holiday demand. This also included modest increases in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements, and in share-based compensation expense and related taxes.

Current wording

Selling, general and administrative expenses as a percentage of net sales decreased 20 basis points to 21.3% for the thirty-nine weeks ended November 2, 2025, compared to 21.5% for the thirty-nine weeks ended October 27, 2024. Selling, general and administrative expenses for the thirty-nine weeks ended November 2, 2025 increased by $139.8 million, or 7.6%, to $2.0 billion compared to $1.9 billion in the thirty-nine weeks ended October 27, 2024. The majority of the increase is associated with network-wide fulfillment costs, including modest increases in depreciation and amortization, which were collectively incurred to support the overall growth of the business, our pharmacy fulfillment network, and veterinary clinics. This also included modest increases in other selling, general, and administrative expenses primarily associated with expanded hosting and software infrastructure requirements.

Previous wording

We have recently undertaken a project that will modernize our finance information technology architecture. At the conclusion of this project, which we believe will occur towards the end of our 2025 fiscal year, we aim to have, among other things, (i) the ability to produce financial information across different segments of the Company, which supports scalability for future growth, (ii) expanded visibility and analytical capabilities with respect to our data, and (iii) an infrastructure that enables the use of artificial intelligence and other system advancements that will create further efficiencies for our team members. The project will not require meaningful capital investment.

Current wording

We commenced a project in fiscal year 2024 to modernize our finance information technology architecture. At the conclusion of this project, we aim to have, among other things, (i) the ability to produce financial information across different segments of the Company, which supports scalability for future growth, (ii) expanded visibility and analytical capabilities with respect to our data, and (iii) an infrastructure that enables the use of artificial intelligence and other system advancements that will create further efficiencies for our team members. While we have made progress on this project, we also identified additional system automations that expanded our original scope. As a result, we expect that this project will go live towards the end of fiscal year 2026. The project will not require meaningful capital investment.

Previous wording

Advertising and marketing expenses for the thirteen weeks ended August 3, 2025 increased by $10.1 million, or 5.3%, to $200.6 million compared to $190.5 million in the thirteen weeks ended July 28, 2024. 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 November 2, 2025 increased by $6.1 million, or 3.2%, to $197.9 million compared to $191.8 million in the thirteen weeks ended October 27, 2024. 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

Advertising and marketing expenses for the twenty-six weeks ended August 3, 2025 increased by $17.1 million, or 4.5%, to $394.4 million compared to $377.3 million in the twenty-six weeks ended July 28, 2024. 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 thirty-nine weeks ended November 2, 2025 increased by $23.2 million, or 4.1%, to $592.3 million compared to $569.1 million in the thirty-nine weeks ended October 27, 2024. 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

Interest income for the thirteen weeks ended August 3, 2025 decreased by $9.0 million, to $3.9 million compared to interest income of $12.9 million in the thirteen weeks ended July 28, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents.

Current wording

Interest income for the thirteen weeks ended November 2, 2025 decreased by $0.4 million, to $3.5 million compared to interest income of $3.9 million in the thirteen weeks ended October 27, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents, partially offset by an increase in interest income generated from marketable securities.

Previous wording

Interest income for the twenty-six weeks ended August 3, 2025 decreased by $20.3 million, to $7.1 million compared to interest income of $27.4 million in the twenty-six weeks ended July 28, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents and a decrease in interest income generated from marketable securities, which matured during the twenty-six weeks ended July 28, 2024.

Current wording

Interest income for the thirty-nine weeks ended November 2, 2025 decreased by $20.7 million, to $10.6 million compared to interest income of $31.3 million in the thirty-nine weeks ended October 27, 2024. This decrease was primarily due to a decrease in interest income generated from cash and cash equivalents and a decrease in interest income generated from marketable securities, primarily due to maturities of marketable securities during the thirty-nine weeks ended October 27, 2024.

Previous wording

Other income for the thirteen weeks ended August 3, 2025 decreased by $1.1 million, to $0.4 million compared to other income of $1.5 million in the thirteen weeks ended July 28, 2024. This decrease was primarily due to the termination of equity warrants partially offset by a decrease in foreign currency losses.

Current wording

Other income for the thirteen weeks ended November 2, 2025 increased by $0.6 million, to $0.6 million compared to no other income (expense), net for the thirteen weeks ended October 27, 2024. This increase was primarily due to the termination of equity warrants, partially offset by decreases in the fair value of equity investments.

Previous wording

Other expense for the twenty-six weeks ended August 3, 2025 increased by $2.6 million, to $1.8 million compared to other income of $0.8 million in the twenty-six weeks ended July 28, 2024. This increase was primarily due to the termination of equity warrants partially offset by a decrease in foreign currency losses.

Current wording

Other expense for the thirty-nine weeks ended November 2, 2025 increased by $2.0 million, to $1.2 million compared to other income of $0.8 million in the thirty-nine weeks ended October 27, 2024. This increase was primarily due to the termination of equity warrants and decreases in the fair value of equity investments partially offset by a decrease in foreign currency losses.

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 and our revolving credit facility. Cash and cash equivalents consisted primarily of cash on deposit with banks. Cash and cash equivalents totaled $591.8 million as of August 3, 2025, a decrease of $4.0 million from February 2, 2025.

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 and our revolving credit facility. Cash and cash equivalents consisted primarily of cash on deposit with banks. Cash and cash equivalents totaled $675.4 million as of November 2, 2025, an increase of $79.6 million from February 2, 2025.

Previous 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.

Current wording

Net cash provided by operating activities was $428.2 million for the thirty-nine weeks ended November 2, 2025, which primarily consisted of $183.6 million of net income and $355.2 million of non-cash adjustments, including share-based compensation expense of $225.9 million and depreciation and amortization expense of $94.9 million. These amounts were partially offset by working capital changes of $84.4 million, which were primarily driven by an increase in inventories, accounts receivable, and prepaid expenses and other current assets, as well as a decrease in accrued expenses and other current liabilities. These changes were partially offset by an increase in payables.

Previous wording

Net cash provided by operating activities was $205.3 million for the twenty-six weeks ended July 28, 2024, which primarily consisted of $366.0 million of net income, partially offset by $56.9 million of non-cash adjustments such as deferred income tax benefit of $275.7 million, share-based compensation expense of $147.0 million, and depreciation and amortization expense of $56.5 million, and a cash decrease of $90.0 million from working capital. Cash decreases from working capital were primarily driven by an increase in inventories and receivables, as well as a decrease in other current liabilities, partially offset by an increase in payables.

Current wording

Net cash provided by operating activities was $388.8 million for the thirty-nine weeks ended October 27, 2024, which primarily consisted of $369.9 million of net income, partially offset by $60.9 million of non-cash adjustments such as deferred income tax benefit of $275.7 million, share-based compensation expense of $224.7 million, and depreciation and amortization expense of $85.4 million, and a cash decrease of $23.8 million from working capital. Cash decreases from working capital were primarily driven by an increase in inventories, receivables, and other current assets, partially offset by an increase in payables and other current liabilities.

Previous 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 expanding operations at our Houston, Texas fulfillment center, veterinary clinics, future pharmacy facility capabilities, and investments in our fresh and frozen private brand infrastructure.

Current wording

Net cash used in investing activities was $127.9 million for the thirty-nine weeks ended November 2, 2025, primarily consisting of $97.8 million for capital expenditures related to expanding operations at our Houston, Texas fulfillment center, veterinary clinics, future pharmacy facility capabilities, and investments in our fresh and frozen infrastructure.

Previous wording

Net cash provided by investing activities was $477.2 million for the twenty-six weeks ended July 28, 2024, primarily consisting of $538.4 million for the maturities of marketable securities, partially offset by $61.2 million for capital expenditures related to the launch of new and future pharmacy facilities, veterinary clinics, and fulfillment centers as well as additional investments in IT hardware and software.

Current wording

Net cash provided by investing activities was $445.5 million for the thirty-nine weeks ended October 27, 2024, primarily consisting of $538.4 million for the maturities and sales of marketable securities, partially offset by $92.9 million for capital expenditures related to the launch of new and future pharmacy facilities, veterinary clinics, and fulfillment centers as well as additional investments in IT hardware and software.

Previous 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 and payments for secondary offering costs, partially offset by $2.3 million for proceeds from, net of income taxes paid for, the parent reorganization transaction.

Current wording

Net cash used in financing activities was $221.0 million for the thirty-nine weeks ended November 2, 2025, primarily consisting of $207.5 million for repurchases of common stock and payments for secondary offering costs, as well as $9.1 million for net payments for the parent reorganization transaction.

Previous wording

Net cash used in financing activities was $590.0 million for the twenty-six weeks ended July 28, 2024, primarily consisting of $532.0 million for repurchases of common stock, $57.5 million for income taxes paid for, net of proceeds from, the parent reorganization transaction, and principal repayments of finance lease obligations.

Current wording

Net cash used in financing activities was $929.7 million for the thirty-nine weeks ended October 27, 2024, primarily consisting of $875.2 million for repurchases of common stock, $53.7 million for income taxes paid for, net of proceeds from, the parent reorganization transaction, principal repayments of finance lease obligations, and payments for secondary offering costs.

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). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either a base rate or a term Secured Overnight Financing Rate (“SOFR”) (with no credit spread adjustment) at the Company’s option, plus a margin determined based on the Company's average excess availability, which is either (i) 0.25%, 0.50%, or 0.75% for borrowings at the base rate, or (ii) 1.25%, 1.50%, or 1.75% for SOFR borrowings. We are required to pay a 0.25% per annum commitment fee with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. Based on our borrowing base as of August 3, 2025, which is reduced by standby letters of credit, we had $782.8 million of borrowing capacity under the ABL Credit Facility. As of August 3, 2025 and February 2, 2025, 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 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). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either a base rate or a term Secured Overnight Financing Rate (“SOFR”) (with no credit spread adjustment) at the Company’s option, plus a margin determined based on the Company's average excess availability, which is either (i) 0.25%, 0.50%, or 0.75% for borrowings at the base rate, or (ii) 1.25%, 1.50%, or 1.75% for SOFR borrowings. We are required to pay a 0.25% per annum commitment fee with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. Based on our borrowing base as of November 2, 2025, which is reduced by standby letters of credit, we had $783.1 million of borrowing capacity under the ABL Credit Facility. As of November 2, 2025 and February 2, 2025, we did not have any outstanding borrowings under the ABL Credit Facility, respectively.

Previous wording

During the twenty-six weeks ended August 3, 2025, 1,294,475 and 2,395,210 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2025 Concurrent Stock Repurchase for a total cost of $46.9 million and $100.0 million, respectively, 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 3, 2025, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $359.8 million.

Current wording

During the thirty-nine weeks ended November 2, 2025, 2,767,453 and 2,395,210 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program and June 2025 Concurrent Stock Repurchase, for a total cost of $101.8 million and $100 million, respectively, 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 November 2, 2025, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $304.9 million.

Previous wording

As of February 2, 2025, the total unpaid cost of share repurchases was $5.6 million, which included $5.1 million for excise taxes. During the twenty-six weeks ended August 3, 2025, the Company paid $5.7 million for excise taxes, accrued repurchases, and commissions.

Current wording

As of February 2, 2025, the total unpaid cost of share repurchases was $5.6 million, which included $5.1 million for excise taxes. During the thirty-nine weeks ended November 2, 2025, the Company paid $5.7 million for excise taxes, accrued repurchases, and commissions.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On September 18, 2024, the Company entered into an agreement with the Seller to repurchase $300 million of shares of Class A common stock from the Seller at a price per share of $29.40, resulting in the repurchase of an aggregate of 10,204,081 shares of Class A common stock (the “September 2024 Concurrent Stock Repurchase”).