{"url_path":"/sec/chwy/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1766502/0001628280-26-042060-index.html","accession_number":"0001628280-26-042060","cik":"0001766502","ticker":"CHWY","issuer_name":"Chewy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1766502/0001628280-26-042060-index.html","primary_entity_key":"0001766502","primary_entity_name":"Chewy, Inc."},"word_count":387,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nThe following table presents information with respect to shares of Class A common stock repurchased by Chewy, Inc. during the thirteen weeks ended May 3, 2026:\n\nPeriod\nTotal Number of Shares Purchased (1)\n\nAverage Price Paid Per Share (2)\n\nTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)\n\nApproximate Dollar Value of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (3)(4)\n\nFebruary 2, 2026 - March 1, 2026—$— —$249.9 \n\nMarch 2, 2026 - April 5, 20263,409,506$26.50 3,409,506$159.5 \n\nApril 6, 2026 - May 3, 20264,189,720$26.14 4,189,720$550.0 \n\nTotal7,599,2267,599,226\n\n(1) The purchased shares consisted of 7,599,226 shares of Class A common stock repurchased pursuant to the Repurchase Program.\n\n(2) Average price paid per share under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases.\n\n(3) On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of the Company’s common stock pursuant to the Repurchase Program. On April 7, 2026, the Company’s Board of Directors approved an increase of $500 million to the Company’s previously authorized share repurchase program. The Repurchase Program has no expiration date and may be modified, suspended or terminated at any time. The average price paid per share and approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases. Refer to Note 2 in the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q for additional information.\n\n(4) Approximate dollar value of shares that may yet be purchased under the Repurchase Program excludes the cost of commissions and excise taxes associated with the repurchases.\n\nRestricted Stock Unit Share Withholding\n\nWe withhold shares of our Class A common stock associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock units and performance-based restricted stock units awards under our employee equity incentive program. During the thirteen weeks ended May 3, 2026, we withheld approximately $1.3 million shares for a total value of $34.0 million through net share settlements. Refer to Note 11 in the “Notes to Condensed Consolidated Financial Statements” for additional discussion of our equity incentive plans."}