Chewy, Inc. Announces Pricing of Offering of Class A Common Stock Through Stockholder Sale and Simultaneous Repurchase Page 1

Chewy, Inc. (NYSE: CHWY) (“Chewy”), a trusted destination for pet parents and partners everywhere, today announced the pricing of an underwritten offering of 16,666,667 shares of its Class A common stock, par value $0.01 per share, by Buddy Chester Sub LLC (the “Selling Shareholder”), an entity affiliated with funds advised by BC Partners Advisors LP (“BC Partners”), Chewy’s largest shareholder, at a price to the public of $30.00 per share (the “Offering”). The Selling Shareholder has granted the underwriter a 30-day option to purchase up to an additional 2,500,000 shares of Class A common stock. Chewy will not sell any shares of its Class A common stock in the Offering and will not receive any proceeds from the sale of the shares of Class A common stock tendered by the Selling Shareholder.

In addition, as previously announced, concurrently with the closing of the offering, Chewy has agreed to purchase $300 million of Chewy’s Class A common stock from the selling stockholder at a price per share equal to the purchase price per share payable by the underwriter in the offering specified above (the “Concurrent Repurchase”). The Concurrent Repurchase was approved by a special committee of Chewy’s board of directors, comprised exclusively of independent and impartial directors who are not affiliated with BC Partners. The repurchased shares will be cancelled and retired upon completion of the Concurrent Repurchase. The Concurrent Repurchase is being conducted separately from the Company’s existing $500 million share repurchase program authorized on May 24, 2024, which is unaffected by this transaction. The Concurrent Repurchase is expected to be completed concurrently with the offering. The offering is not conditioned on the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned on the closing of the offering.

Prior to the Offering and Concurrent Repurchase, Chewy had approximately 143 million shares of Class A common stock and 275 million shares of Class B common stock outstanding. If the Offering and Concurrent Repurchase are completed (assuming the underwriter’s option to purchase additional shares of Class A common stock is not exercised), Chewy will have approximately 160 million shares of Class A common stock and approximately 248 million shares of Class B common stock outstanding. The Offering and Concurrent Repurchase are expected to close on September 23, 2024, subject to customary closing conditions.

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