chwy-20250803

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 001-38936

CHEWY, INC.

(Exact name of registrant as specified in its charter)


Delaware						90-1020167
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
7700 West Sunrise Boulevard, Plantation, Florida						33322
(Address of principal executive offices)						(Zip Code)

(786) 320-7111

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	CHWY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


Class						Outstanding as of September 3, 2025
Class A Common Stock, $0.01 par value per share						225,061,523
Class B Common Stock, $0.01 par value per share						189,758,441

CHEWY, INC.

FORM 10-Q

For the Quarterly Period Ended August 3, 2025

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of August 3, 2025 and February 2, 2025	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Thirteen and Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024	5
	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 3, 2025 and July 28, 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	SIGNATURES	30

PART I. FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2025 contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our share repurchase program, our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words.

Although we believe that the forward-looking statements contained in this Quarterly Report on Form 10-Q are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including but not limited to, our ability to:

•sustain our recent growth rates and successfully manage challenges to our future growth, including introducing new products or services, improving existing products and services, and expanding into new jurisdictions and offerings;

•successfully respond to business disruptions;

•successfully manage risks related to the macroeconomic environment, including any adverse impacts on our business operations, financial performance, supply chain, workforce, facilities, customer services and operations;

•acquire and retain new customers in a cost-effective manner and increase our net sales, improve margins and maintain profitability;

•manage our growth effectively;

•maintain positive perceptions of the Company and preserve, grow and leverage the value of our reputation and our brand;

•limit operating losses as we continue to expand our business;

•forecast net sales and appropriately plan our expenses in the future;

•estimate our market share;

•strengthen our current supplier relationships, retain key suppliers and source additional suppliers;

•negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships with such parties;

•mitigate changes in, or disruptions to, our shipping arrangements and operations;

•optimize, operate and manage the expansion of the capacity of our fulfillment centers;

•provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology;

•limit our losses related to online payment methods;

•maintain and scale our technology, the reliability of our websites, mobile applications, and network infrastructure, including through the use of artificial intelligence;

•maintain adequate cybersecurity with respect to our systems and retain third-party service providers that do the same with respect to their systems;

•maintain consumer confidence in the safety, quality and health of our products;

•limit risks associated with our suppliers and our outsourcing partners;

•comply with existing or future laws and regulations in a cost-efficient manner;

•utilize net operating loss and tax credit carryforwards, and other tax attributes;

•adequately protect our intellectual property rights;

•successfully defend ourselves against any allegations or claims that we may be subject to;

•attract, develop, motivate and retain highly-qualified and skilled employees;

•respond to economic conditions, industry trends, and market conditions, and their impact on the pet products market;

•reduce merchandise returns or refunds;

•respond to severe weather and limit disruption to normal business operations;

•manage new acquisitions, investments or alliances, and integrate them into our existing business;

•successfully compete in new offerings;

•manage challenges presented by international markets;

•successfully compete in the pet products and services health and retail industry, especially in the e-commerce sector;

•comply with the terms of our credit facility;

•raise capital as needed; and

•maintain effective internal control over financial reporting.

You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current assumptions, expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, in our other filings with the Securities and Exchange Commission, our subsequent quarterly reports, and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Investors and others should note that we may announce material information to our investors using our investor relations website (https://investor.chewy.com/), filings with the Securities and Exchange Commission (the “SEC”), press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on these channels could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

Item 1. Financial Statements (Unaudited)

CHEWY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)


	As of
	August 3, 2025		February 2, 2025
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	591.8	$	595.8

Accounts receivable	221.2		169.0
Inventories	874.6		836.7
Prepaid expenses and other current assets	94.3		60.9
Total current assets	1,781.9		1,662.4
Property and equipment, net	554.6		562.2
Operating lease right-of-use assets	442.4		450.4
Goodwill	39.4		39.4
Deferred tax assets	257.5		257.5
Other non-current assets	43.0		42.6
Total assets	$	3,118.8	$	3,014.5
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	1,226.0	$	1,175.9
Accrued expenses and other current liabilities	967.2		1,030.8
Total current liabilities	2,193.2		2,206.7
Operating lease liabilities	494.1		502.4
Other long-term liabilities	41.6		43.9
Total liabilities	2,728.9		2,753.0
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding as of August 3, 2025 and February 2, 2025	—		—
Class A common stock, $0.01 par value per share, 1,500,000,000 shares authorized, 224,757,113 and 193,892,875 shares issued and outstanding as of August 3, 2025 and February 2, 2025, respectively	2.2		1.9
Class B common stock, $0.01 par value per share, 395,000,000 shares authorized, 189,758,441 and 219,698,561 shares issued and outstanding as of August 3, 2025 and February 2, 2025, respectively	1.9		2.2
Additional paid-in capital	1,843.6		1,840.2
Accumulated deficit	(1,458.5)		(1,582.9)
Accumulated other comprehensive income	0.7		0.1
Total stockholders’ equity	389.9		261.5
Total liabilities and stockholders’ equity	$	3,118.8	$	3,014.5

See accompanying Notes to Condensed Consolidated Financial Statements.

CHEWY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in millions, except per share data)

(Unaudited)


	13 Weeks Ended				26 Weeks Ended
	August 3, 2025		July 28, 2024		August 3, 2025		July 28, 2024
Net sales	$	3,104.2	$	2,858.6	$	6,220.2	$	5,736.3
Cost of goods sold	2,162.0		2,014.8		4,354.2		4,038.5
Gross profit	942.2		843.8		1,866.0		1,697.8
Operating expenses:
Selling, general and administrative	671.9		621.2		1,325.0		1,223.8
Advertising and marketing	200.6		190.5		394.4		377.3
Total operating expenses	872.5		811.7		1,719.4		1,601.1
Income from operations	69.7		32.1		146.6		96.7
Interest and other income, net	4.3		14.4		5.3		28.2
Income before income tax provision (benefit)	74.0		46.5		151.9		124.9
Income tax provision (benefit)	12.0		(252.6)		27.5		(241.1)
Net income	$	62.0	$	299.1	$	124.4	$	366.0

Comprehensive income:
Net income	$	62.0	$	299.1	$	124.4	$	366.0
Foreign currency translation adjustments	0.2		0.3		0.6		0.7
Comprehensive income	$	62.2	$	299.4	$	125.0	$	366.7

Earnings per share attributable to common Class A and Class B stockholders:
Basic	$	0.15	$	0.70	$	0.30	$	0.85
Diluted	$	0.14	$	0.68	$	0.29	$	0.84
Weighted-average common shares used in computing earnings per share:
Basic	414.2		429.4		413.9		432.1
Diluted	428.4		437.9		426.8		437.2

See accompanying Notes to Condensed Consolidated Financial Statements.

CHEWY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

(Unaudited)


	13 Weeks Ended August 3, 2025
	Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance as of May 4, 2025	415.1	$	4.2	$	1,891.4	$	(1,520.5)	$	0.5	$	375.6


Share-based compensation expense	—	—		75.9		—		—		75.9
Vesting of share-based compensation awards	2.5	—		—		—		—		—


Repurchases of common stock	(3.1)	(0.1)		(123.7)		—		—		(123.8)
Net income	—	—		—		62.0		—		62.0
Other comprehensive income	—	—		—		—		0.2		0.2
Balance as of August 3, 2025	414.5	$	4.1	$	1,843.6	$	(1,458.5)	$	0.7	$	389.9


	13 Weeks Ended July 28, 2024
	Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance as of April 28, 2024	435.4	$	4.4	$	2,547.3	$	(1,908.7)	$	—	$	643.0

Share-based compensation expense	—	—		81.6		—		—		81.6
Vesting of share-based compensation awards	1.1	—		—		—		—		—



Repurchases of common stock	(18.9)	(0.2)		(537.0)		—		—		(537.2)
Net income	—	—		—		299.1		—		299.1
Other comprehensive income	—	—		—		—		0.3		0.3
Balance as of July 28, 2024	417.6	$	4.2	$	2,091.9	$	(1,609.6)	$	0.3	$	486.8


	26 Weeks Ended August 3, 2025
	Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of February 2, 2025	413.6	$	4.1	$	1,840.2	$	(1,582.9)	$	0.1	$	261.5


Share-based compensation expense	—	—		150.4		—		—		150.4
Vesting of share-based compensation awards	4.6	0.1		(0.1)		—		—		—



Repurchases of common stock	(3.7)	(0.1)		(146.9)		—		—		(147.0)
Net income	—	—		—		124.4		—		124.4
Other comprehensive income	—	—		—		—		0.6		0.6
Balance as of August 3, 2025	414.5	$	4.1	$	1,843.6	$	(1,458.5)	$	0.7	$	389.9

	26 Weeks Ended July 28, 2024
	Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of January 28, 2024	431.8	$	4.3	$	2,482.0	$	(1,975.6)	$	(0.4)	$	510.3


Share-based compensation expense	—	—		147.0		—		—		147.0
Vesting of share-based compensation awards	4.7	0.1		(0.1)		—		—		—


Repurchases of common stock	(18.9)	(0.2)		(537.0)		—		—		(537.2)
Net income	—	—		—		366.0		—		366.0
Other comprehensive income	—	—		—		—		0.7		0.7
Balance as of July 28, 2024	417.6	$	4.2	$	2,091.9	$	(1,609.6)	$	0.3	$	486.8

See accompanying Notes to Condensed Consolidated Financial Statements.

CHEWY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	26 Weeks Ended
	August 3, 2025		July 28, 2024
Cash flows from operating activities
Net income	$	124.4	$	366.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	62.1		56.5
Share-based compensation expense	150.4		147.0
Non-cash lease expense	17.4		16.2

Deferred income tax benefit	—		(275.7)
Unrealized foreign currency (gains) losses, net	(0.2)		1.0
Other adjustments	5.8		(1.9)

SEC Form 10-Q filed by Chewy Inc.