On December 11, 2024, Chewy entered an Underwriting Agreement for a secondary offering of 18,230,818 Class A common shares at $31.54 per share, sold by Buddy Chester Sub LLC, an entity affiliated with BC Partners. The offering closed on December 13, 2024, with Chewy receiving no proceeds.Concurrently, Chewy agreed to repurchase $50 million worth of Class A common stock from the same seller at the offering price. The stock repurchase, approved by a special committee of independent directors, closed on December 13, 2024, with Chewy repurchasing 1,596,424 shares. These shares have been cancelled and retired.The transactions were executed through separate agreements: an Underwriting Agreement with Barclays Capital Inc. for the offering, and a Stock Repurchase Agreement with the seller. Both agreements contain customary terms and conditions, including indemnification provisions in the Underwriting Agreement.

On December 11, 2024, Chewy entered an Underwriting Agreement for a secondary offering of 18,230,818 Class A common shares at $31.54 per share, sold by Buddy Chester Sub LLC, an entity affiliated with BC Partners. The offering closed on December 13, 2024, with Chewy receiving no proceeds.Concurrently, Chewy agreed to repurchase $50 million worth of Class A common stock from the same seller at the offering price. The stock repurchase, approved by a special committee of independent directors, closed on December 13, 2024, with Chewy repurchasing 1,596,424 shares. These shares have been cancelled and retired.The transactions were executed through separate agreements: an Underwriting Agreement with Barclays Capital Inc. for the offering, and a Stock Repurchase Agreement with the seller. Both agreements contain customary terms and conditions, including indemnification provisions in the Underwriting Agreement.