UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On April 7, 2026, Chewy, Inc.’s (the “Company”) Board of Directors approved an increase of $500 million to the Company’s previously authorized share repurchase program (the “Program”) for the repurchase of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and/or Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). The increase is incremental to the approximately $119.4 million of repurchase authority currently remaining under the Company’s $500 million Program authorized in May 2024.
Under the Program, the Company may repurchase shares of Common Stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, through purchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act, or other means. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. The Program does not require the Company to repurchase any specific number of shares of Common Stock. The Program has no expiration date and may be modified, suspended or terminated at any time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEWY, INC. | ||||||
| Date: April 8, 2026 | By: | /s/ Da-Wai Hu | ||||
| Da-Wai Hu | ||||||
| General Counsel and Secretary | ||||||