Financial Analysis

Acquisitions SmartPak Acquisition On October 28, 2025, the Company entered into a definitive agreement to acquire SmartPak Equine, LLC (SmartPak). Under the terms of the definitive agreement, on February 2, 2026, the Company completed the acquisition of 100% of the membership interest in SmartPak, and SmartPak became a wholly-owned subsidiary of the Company. SmartPak is a leading provider of equine health and nutrition products and the acquisition is expected to further strengthen the Companys pet healthcare and specialty product offerings. The following table reconciles the estimated purchase price to the cash paid for the acquisition, net of cash acquired (in millions): Estimated purchase price $ 175.0 Less: cash acquired 0.2 Cash paid for acquisition of business, net of cash acquired $ 174.8 The SmartPak transaction was accounted for as a business combination in accordance with ASC 805 Business Combinations. Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in millions): Assets acquired: Cash and cash equivalents …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Legal Matters Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Companys results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Companys financial condition, results of operations or cash flows. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt ABL Credit Facility The Company has a senior secured asset-based credit facility ( the ABL Credit Facility), which matures on April 1, 2030 following an amendment entered into on April 1, 2025, and provides for non-amortizing revolving loans in an aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount up to the sum of (i) $250 million, (ii) the amount of permanent reductions of commitments thereunder and (iii) if greater than zero, the amount by which the borrowing base as of the date of incurrence exceeds the commitments thereunder, subject to customary conditions. Borrowings under the ABL Credit Facility bear interest at a rate per annum equal to either a base rate or a term Secured Overnight Financing Rate (SOFR) (with no credit spread adjustment) at the Companys option, plus a margin determined based on the Company's average excess availability, which is either (i) 0.25%, 0.50%, or 0.75% for borrowings at the base rate, or (ii) 1.25%, 1.50%, or 1.75% for SOFR borrowings. The Company is required to pay a commitment fee of 0.25% per annum with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility. The ABL Credit Facility cont …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Share-Based Compensation 2024 Omnibus Incentive Plan In July 2024, the Companys stockholders approved the Chewy, Inc. 2024 Omnibus Incentive Plan (the 2024 Plan) replacing the Chewy, Inc. 2022 Omnibus Incentive Plan (the 2022 Plan). The 2024 Plan became effective on July 11, 2024 and the maximum number of shares of Class A common stock that may be covered by awards granted under the 2024 Plan may not exceed the aggregate total of (i) 80.0 million shares plus (ii) the number of shares remaining available for new awards under the 2022 Plan as of the effective date, up to 3.1 million shares. Following the effective date, any shares subject to an award under the 2022 Plan or the 2024 Plan that expires or are canceled, forfeited, or terminated without the issuance of the full number of shares to which the award related will again be available for issuance under the 2024 Plan. No awards may be granted under the 2024 Plan after July 2034. The 2024 Plan provides for grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively, the awards). The awards may be granted to (i) the Companys employees, consultants, and non-employee directors, (ii) employees of the Co …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Financial Instruments Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during the thirteen weeks ended May 3, 2026. Further, as of May 3, 2026, the Company did not record an allowance for credit losses related to its fixed income securities. Vested equity warrants and equity investments in public companies that have readily determinable fair values are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. The following table includes a summary of financial instruments measured at fair value as of May 3, 2026 (in millions): Level 1 Level 2 Level 3 Cash $ 475.3 $ $ Commercial paper 9.9 Cash and cash equivalents 485.2 Corporate bonds 24.0 Commercial paper 9.9 Equity investments 1.0 Marketable securities 34.9 Total financial instruments $ 520.1 $ $ The following table includes a summary of financial instruments measured at fair value as of February 1, 2026 (in millions): Level 1 Level 2 Level 3 Cash $ 858.8 $ $ Corporate bonds 1.3 Cash and cash equivalents 860.1 Corpo …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes Income Tax Provision Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. The Company recorded an income tax provision during the thirteen weeks ended May 3, 2026 and May 4, 2025 of $36.5 million and $15.5 million, respectively. The Companys effective tax rate for the thirteen weeks ended May 3, 2026 was higher than the U.S federal statutory rate, primarily due to state income taxes and shortfall from share-based compensation, partially offset by federal and state research and development credits. Deferred Tax Assets and Valuation Allowances The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence. The realizability of the Companys net deferred tax assets is dependent on its ability to generate sufficient future taxable income prior to the expiration of tax attributes to support the utilization of these assets. As of May 3, 2026 and February 1, 2026, the Company maintained a full valuation allowance of $27.4 million against its foreign net deferred tax assets and certain U.S. state deferred tax assets. Tax Payments and Refunds In the aggregate, the Company paid $0.4 million, net of refunds received, for federal, state, and foreign income taxes, including those assumed in connection with the Transactions, during the thirteen weeks ended May 3, 2026 and received refunds for income taxes, net of payments made, of $1.4 million during the thirteen weeks ended May 4, 202 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company leases all of its fulfillment and customer service centers, corporate offices, and veterinary clinics under non-cancelable operating lease agreements. The terms of the Companys real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service center, veterinary clinic, and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases matured at various dates through 2025. The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in millions): As of Leases Balance Sheet Classification May 3, 2026 February 1, 2026 Assets Operating Operating lease right-of-use assets $ 436.8 $ 467.9 Total operating lease assets $ 436.8 $ 467.9 Liabilities Current Operating Accrued expenses and other current liabilities $ 39.3 $ 38.1 Non-current Operating Operating lease liabilities 484.1 518.7 Total operating lease liabilities $ 523.4 $ 556.8 For the thirteen weeks ended May 3, 2026, assets acquired in exchange for new operating lease liabilities were $5.1 million. Lease expense primarily relates to operating lease costs and were included within selling, general and administrativ …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements The Company did not adopt any new ASUs during the thirteen weeks ended May 3, 2026. Recently Issued Accounting Pronouncements ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Companys 2027 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued this ASU to modernize the accounting for internal-use software costs, primarily by simplifying the requirements to capitalize software development costs. This update is effective at the beginning of the Companys 2028 fiscal year, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Certain Relationships and Related Party Transactions As of May 3, 2026 and February 1, 2026, the Company had a receivable from affiliates of BC Partners of $0.5 million and $0.5 million, respectively, with respect to tax payments made in connection with the Transactions, which was included in prepaid expenses and other current assets on the Companys consolidated balance sheets. For more information, see Note 12 - Income Taxes. As of May 3, 2026 and February 1, 2026, the Company had a receivable from affiliates of BC Partners of $19.2 million and $18.9 million, respectively, with respect to the indemnification for certain tax liabilities in connection with the Transactions, which was included in other non-current assets on the Companys condensed consolidated balance sheets. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Segment Information The Company operates in one operating segment and one reportable segment organized around the sale of pet products and services, as the Chief Operating Decision Maker (CODM) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM utilizes gross profit and net income as the measures of segment profit. The following table presents information about the Companys measures of segment profit and significant segment expenses regularly provided to the CODM (in millions): 13 Weeks Ended May 3, 2026 May 4, 2025 Net sales $ 3,357.2 $ 3,116.0 Cost of goods sold 2,345.8 2,192.2 Gross profit 1,011.4 923.8 Fulfillment costs 357.9 346.4 Share-based compensation expense and related taxes 73.4 78.0 Depreciation and amortization 37.0 30.0 Other selling, general, and administrative expenses 208.5 198.7 Advertising and marketing expenses 206.1 193.8 Income tax provision (benefit) 36.5 15.5 Interest and other income, net (2.8) (1.0) Net income $ 94.8 $ 62.4 The CODM reviews assets on a consolidated basis as presented on our Condensed Consolidated Balance Sheets. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On May 21, 2026, the Company completed the acquisition of Modern Animal, Inc. (Modern Animal), a technology-forward veterinary platform. This acquisition further strengthens Chewys integrated pet healthcare ecosystem. The purchase price was $400 million for 100% of the issued and outstanding stock in Modern Animal, and was funded using cash on hand. As of the date the financial statements are available to be issued, the Company has not completed the purchase price allocation. Disclosures related to the identification and measurement of identifiable assets acquired and liabilities assumed, including the allocation of the purchase price and the determination of goodwill, will be provided in the second quarter of Fiscal Year 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing