Every material Form 8-K Chewy has filed with the SEC since March 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Chewy reported second-quarter fiscal 2026 results with net sales of $3.33 billion, up 7.3% year over year, and net income of $80.5 million, up from $62.0 million. CEO Sumit Singh said the results give the company confidence to raise its full-year revenue and profitability outlook, which matters to shareholders because it signals stronger expected growth and earnings.
Net sales rose 7.3% to $3.33 billion; excluding SmartPak and Modern Animal contributions, growth was 5.7%.
Diluted EPS was $0.20, up $0.06 from $0.14; adjusted diluted EPS was $0.36, up $0.03.
Adjusted EBITDA rose 23.7% to $226.7 million, with adjusted EBITDA margin of 6.8%, up 90 basis points.
Free cash flow fell 15.5% to $89.5 million from $105.9 million a year earlier.
Chewy entered a new seven-year senior secured term loan of $600.0 million on June 23, 2026, led by JPMorgan Chase Bank as administrative agent. The company also amended its ABL credit facility to extend the maturity date to June 23, 2031, giving it added borrowing capacity and debt terms that run further out.
Term loan of $600.0 million, maturing seven years after closing, with 1% annual amortization in quarterly installments
Term SOFR loans priced at a margin of 1.75%; base rate loans at 0.75%
Loan is guaranteed by wholly-owned domestic subsidiaries and secured by substantially all company assets
ABL facility maturity extended to June 23, 2031 under Amendment No. 4
Chewy reported first quarter fiscal 2026 results for the 13 weeks ended May 3, 2026, with net sales up 7.7% year over year and net income of $94.8 million, up from $62.4 million. Diluted earnings per share rose to $0.23 from $0.15, and adjusted diluted EPS rose to $0.43 from $0.35, so the headline profit measures improved for shareholders. The filing does not include any updated financial guidance.
Net sales of $3.36 billion, up 7.7% year over year; active customers of 21.497 million, up 3.6%
Net income of $94.8 million and diluted EPS of $0.23, versus $62.4 million and $0.15 a year earlier
Adjusted EBITDA of $253.1 million, up from $192.7 million, with a 7.5% margin; repurchases of common stock totaled $200.0 million in the quarter
Chewy reported fiscal 2025 net sales of $12.60 billion, up 6.2%, and adjusted EBITDA of $719.2 million, up 26.1%. Full-year GAAP net income fell to $222.8 million from $392.7 million, and diluted EPS fell to $0.52 from $0.91, mainly because the prior year included a $275.7 million tax benefit from releasing a valuation allowance. Shareholders get higher sales and adjusted profit alongside a lower GAAP profit figure.
Fourth-quarter net sales were $3.26 billion, up 0.5% from a year earlier (8.1% on a normalized 13-week basis), and Q4 net income rose to $39.2 million from $22.8 million.
Full-year diluted EPS was $0.52 versus $0.91; adjusted diluted EPS rose 22.1% to $1.27.
Free cash flow was $562.4 million, up 24.3%, and active customers reached 21.3 million, up 4.0%.
Chewy's board appointed Vice President of Finance Christopher S. Deppe as chief financial officer effective February 23, 2026, ending an interim arrangement in which Chief Accounting Officer William Billings served as principal financial officer during the CFO search. The company's February 24, 2026 press release also reaffirmed its guidance for fiscal year 2025 and stated its long-term margin target of 10% Adjusted EBITDA.
Deppe's offer letter sets an annual base salary of $450,000 and a 2026 target bonus equal to 100% of eligible earnings.
Deppe receives a one-time RSU equity grant valued at $8,781,141 as of the grant date, subject to Board approval after his start date.
Billings was removed as interim principal financial officer but remains Chief Accounting Officer; the filing says the removal was not due to any disagreement with the company.
Chewy reaffirmed guidance for fiscal year 2025 and stated it remains on track toward the 10% Adjusted EBITDA margin outlined at its Investor Day.
Chewy disclosed that Chief Technology Officer Satish Mehta notified the company on January 13, 2026, of his plan to retire effective February 6, 2026. The company said it intends to search for a successor, and the filing gives no interim arrangements or other financial terms.
Satish Mehta, Chief Technology Officer, notified Chewy on January 13, 2026, of his intention to retire.
Retirement is effective February 6, 2026.
Chewy intends to conduct a search for his successor; no successor is named in the filing.
Chewy reported fiscal third-quarter 2025 results for the period ended November 2, 2025. Net sales rose 8.3% to $3.12 billion, and net income reached $59.2 million, or $0.14 per diluted share, compared with $3.9 million, or $0.01, a year earlier. CEO Sumit Singh said the company exceeded the high end of its net sales guidance, but the filing does not include updated full-year guidance.
Net sales of $3.12 billion, up 8.3% from $2.88 billion in the prior-year quarter
Net income of $59.2 million, or $0.14 per diluted share, versus $3.9 million, or $0.01, a year earlier
Adjusted EBITDA of $180.9 million, up 30.9%; adjusted diluted EPS of $0.32 versus $0.20
Free cash flow of $175.8 million, up from $151.8 million in the prior-year quarter
Chewy reported second-quarter fiscal 2025 results for the period ended August 3, 2025. Net sales rose 8.6% to $3.10 billion and adjusted EBITDA rose to $183.3 million, but GAAP net income fell to $62.0 million, or $0.14 per diluted share, from $299.1 million a year earlier, when a $275.7 million tax benefit was recorded.
Net sales of $3.10 billion, up 8.6% year over year; CEO Sumit Singh said net sales exceeded the high end of the company's guidance range
Net income of $62.0 million versus $299.1 million a year earlier; the prior-year period included a $275.7 million deferred tax valuation allowance release
Adjusted EBITDA of $183.3 million, up $38.4 million year over year; adjusted diluted EPS of $0.33, up $0.09
Autoship customer net sales rose 15% and represented 83% of total net sales for the quarter
Chewy's Chief Financial Officer David Reeder is leaving to return to the semiconductor industry as a chief executive, with his resignation effective July 3, 2025. The board appointed William Billings, the company's Chief Accounting Officer, as interim principal financial officer effective the same day. The filing names no permanent replacement, so shareholders will be watching for a permanent CFO appointment.
David Reeder's resignation as CFO and principal financial officer is effective July 3, 2025.
The board approved William Billings as interim principal financial officer on July 3, 2025.
Billings, age 49, has been Chief Accounting Officer since August 2024 and will keep that role.
The filing discloses no arrangement behind Billings' appointment and no related party transactions.
Chewy's majority-holder affiliate, Buddy Chester Sub LLC, sold 23,952,096 Class A shares at $41.95 each in a secondary offering that closed June 25, 2025, with the underwriter's option exercised in full. Chewy sold no shares and received no proceeds, but separately repurchased 2,395,210 shares from the seller for $100 million, cancelling them outside its existing buyback program.
Secondary offering: 23,952,096 Class A shares at $41.95 per share, with an option for 3,592,815 more exercised substantially in full on June 24, 2025
Chewy received no proceeds from the offering, which closed June 25, 2025
Stock Repurchase: $100 million for 2,395,210 shares from the seller, cancelled and retired; approved by an independent special committee without using the existing repurchase program
Chewy reported first quarter fiscal 2025 results for the 13 weeks ended May 4, 2025. Net sales grew 8.3% to $3.12 billion, but GAAP net income fell 6.7% to $62.4 million and GAAP diluted earnings per share stayed flat at $0.15. Adjusted diluted earnings per share rose to $0.35 from $0.31, and adjusted EBITDA increased 18.3% to $192.7 million, figures that exclude share-based compensation and other items.
Net sales of $3.12 billion, up 8.3% year over year; active customers of 20.756 million, up 3.8%
Net income of $62.4 million versus $66.9 million a year earlier; diluted EPS of $0.15, unchanged
Adjusted diluted EPS of $0.35 versus $0.31; adjusted EBITDA of $192.7 million versus $162.9 million
Free cash flow of $48.7 million versus $52.6 million; the filing gives no updated guidance
Chewy said Chief Financial Officer David Reeder will leave the company to become a chief executive officer in the semiconductor industry, with his departure date still to be determined. The company also reaffirmed its first quarter fiscal 2025 guidance, and CEO Sumit Singh said the long-term plan remains intact.
Reeder notified Chewy on May 7, 2025 that he will resign as CFO and principal financial officer.
Reeder will remain CFO through the company's next earnings announcement in June, and the company is searching for a successor.
Chewy reaffirmed its previously announced first quarter fiscal 2025 guidance in a May 12, 2025 press release.
The filing states Reeder's resignation was not the result of any disagreement with the company on operations, policies, financial disclosures, or accounting matters.
Chewy expanded its board from thirteen to fourteen directors on April 24, 2025, and appointed Dr. Nat Goldhaber to fill the new seat as a Class I director with a term ending at the 2026 annual meeting. The board determined he is independent under SEC and NYSE rules, and he will receive the company's standard non-employee director pay. The change adds one board member and does not involve a change in executive leadership.
Board size increased from thirteen to fourteen directors on April 24, 2025
Dr. Nat Goldhaber appointed as a Class I director, term expiring at the 2026 annual meeting
Board determined Dr. Goldhaber is independent under SEC and NYSE rules
He receives standard non-affiliated director compensation and an indemnification agreement
Chewy entered into Amendment No. 3 to its ABL Credit Agreement on April 1, 2025, extending the maturity date to April 1, 2030 and removing a 10 basis point credit spread adjustment on SOFR borrowings. The amendment also adds covenant flexibility and raises the capacity to incur incremental revolving commitments, and the filing does not state any borrowing amount.
Maturity date extended to April 1, 2030, per Amendment No. 3 dated April 1, 2025
10 basis point credit spread adjustment on SOFR borrowings removed
Wells Fargo Bank, National Association is administrative agent; JPMorgan Chase Bank, N.A. is syndication agent
Chewy reported fiscal fourth-quarter and full-year 2024 results, with net sales up 14.9% in Q4 and 6.4% for the year. Q4 GAAP net income and diluted EPS declined year over year, while adjusted EBITDA rose 44% and full-year net income increased, helped by a $241.0 million income tax benefit. Both quarter and year include an extra week, which the company notes affects the comparisons.
Q4 net sales of $3.25 billion, up 14.9% year over year (14-week quarter)
Q4 net income of $22.8 million and diluted EPS of $0.05, versus $31.9 million and $0.07 a year earlier
Q4 adjusted EBITDA of $124.5 million, up $38.1 million; full-year net income of $392.7 million
Fiscal 2024 repurchases of common stock totaled $942.8 million
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