Chewy, Inc.
For the period ended Feb 1, 2026. Filed Mar 25, 2026.
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FY2026 · Filed Mar 25, 2026
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Item 15. Exhibits and Financial Statement Schedules
a. The following documents are filed as part of this Annual Report on Form 10-K:
Consolidated Financial Statements -Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements and Schedule” under Part II, Item 8 of this Annual Report on Form 10-K.
Financial Statement Schedules -All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
Exhibits Required by Item 601 of Regulation S-K -The information called for by this paragraph is set forth in Item 15(b) below.
b. The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
| Exhibit No. · Incorporation by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Description · Form · File No. · Exhibit No. · Filing Date | ||||||
| 2.1 | Agreement and Plan of Merger, dated as of October 30, 2023, by and among Chewy, Inc., Chewy Kentucky Holding, LLC, Buddy Chester Sub Parent Holdco, Inc. and, solely for the purposes of certain articles identified therein, Buddy Chester Sub LLC. | 8-K | 001-38936 | 2.1 | October 30, 2023 | |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of Chewy Inc. | 8-K | 001-38936 | 3.1 | July 12, 2024 | |
| 3.2 | Amended and Restated Bylaws of Chewy, Inc. | X | ||||
| 4.1 | Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 | 8-K | 001-38936 | 4.1 | March 26, 2025 | |
| 10.1 | Amended and Restated Investor Rights Agreement, dated as of October 30, 2023, by and among Chewy, Inc. and certain holders identified therein. | 8-K | 001-38936 | 10.1 | October 30, 2023 | |
| 10.2 | ABL Credit Agreement dated as of June 18, 2019, among Chewy Inc., Wells Fargo Bank, National Association, as administrative agent, and the Lenders (as defined therein) party thereto | 8-K | 001-38936 | 10.4 | June 18, 2019 | |
| 10.3 | Amendment No. 1 to the ABL Credit Agreement, dated as of August 27, 2021, among Chewy, Inc., the Lenders (as defined therein) from time to time party hereto, Wells Fargo Bank, National Association as administrative agent, and JPMorgan Chase Bank, N.A. as syndication agent. | 8-K | 001-38936 | 10.1 | September 1, 2021 | |
| 10.4 | Amendment No. 2 to the ABL Credit Agreement, dated as of January 26, 2023, among Chewy, Inc., the Lenders (as defined therein) from time to time party hereto, Wells Fargo Bank, National Association as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. | 8-K | 001-38936 | 10.1 | February 1, 2023 | |
| 10.5 | Amendment No. 3 to the ABL Credit Agreement, dated as of April 1, 2025, among Chewy, Inc., the Lenders (as defined therein) from time to time party thereto, and Wells Fargo Bank, National Association, as administration agent. | 8-K | 001-38936 | 10.1 | April 2, 2025 | |
| 10.6 | *Form of Director and Officer Indemnification Agreement | S-1/A | 333-231095 | 10.2 | June 3, 2019 | |
| 10.7 | *Chewy, Inc. 2019 Omnibus Incentive Plan | S-8 | 333-232188 | 4.1 | June 18, 2019 | |
| 10.8 | *Form of Restricted Stock Unit Agreement | S-1/A | 333-231095 | 10.11 | June 3, 2019 | |
| 10.9 | *Amended and Restated Executive Employment Agreement, dated June 1, 2019, between Sumit Singh and Chewy, Inc. | S-1/A | 333-231095 | 10.8 | June 3, 2019 | |
| 10.10 | *Offer Letter, dated February 20, 2026, between Christopher S. Deppe and Chewy, Inc. | X | ||||
| 10.11 | *Chewy, Inc. 2022 Omnibus Incentive Plan | DEF 14A | 001-38936 | Filed as Appendix B | May 26, 2022 | |
| 10.12 | *Form of Performance-Based Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.1 | May 31, 2023 | |
| 10.13 | *Form of Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.2 | May 31, 2023 | |
| 10.14 | *Form of Director Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.1 | September 10, 2025 | |
| 10.15 | *Director Deferred Compensation Plan | 10-Q | 001-38936 | 10.2 | December 6, 2023 | |
| 10.16 | *Executive Deferred Compensation Plan | 10-Q | 001-38936 | 10.3 | December 6, 2023 | |
| 10.17 | *Form of Performance-Based Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.1 | May 29, 2024 | |
| 10.18 | *Form of Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.2 | May 29, 2024 | |
| 10.19 | *Chewy, Inc. 2024 Omnibus Incentive Plan | DEF 14A | 001-38936 | Filed as Appendix B | May 24, 2024 | |
| 10.20 | *Form of Director Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.1 | August 28, 2024 | |
| 10.21 | *Form of Performance-Based Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.1 | December 4, 2024 | |
| 10.22 | *Form of Restricted Stock Unit Agreement | 10-Q | 001-38936 | 10.2 | December 4, 2024 | |
| 19.1 | Chewy, Inc. Insider Trading Policy | 10-K | 001-38936 | 19.1 | March 26, 2025 | |
| 21.1 | Significant Subsidiaries of Chewy, Inc. | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Chewy, Inc. Clawback Policy | 10-K | 001-38936 | 97.1 | March 20, 2024 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
| * Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto | ||||||
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