Chewy, Inc. Announces Pricing of Offering of Class A Common Stock

Chewy, Inc. (“Chewy”) (NYSE: CHWY) today announced that it has priced its underwritten public offering (the “Offering”) of 5.1 million shares of its Class A common stock at a price of $55.25 per share. The underwriter has agreed to purchase all of the shares offered, and the shares may be offered by the underwriter from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company has granted the underwriter an option to purchase up to 765,000 additional shares of Class A common stock. The Company expects to use the net proceeds from the Offering for general corporate purposes, including growth initiatives to expand our total addressable market. The Offering is subject to market and other conditions.

The Offering is expected to close on September 21, 2020, subject to customary closing conditions.

Morgan Stanley & Co. LLC is acting as sole underwriter for the Offering.

The Offering is being made under an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2020. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. Before investing, prospective investors should read the prospectus, the prospectus supplement and the documents incorporated by reference therein for more complete information about Chewy and the Offering. These documents may be obtained for free by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Chewy

Our mission is to be the most trusted and convenient online destination for pet parents (and partners) everywhere. We believe that we are the preeminent online source for pet products, supplies and prescriptions as a result of our broad selection of high-quality products, which we offer at competitive prices and deliver with an exceptional level of care and a personal touch. We continually develop innovative ways for our customers to engage with us, and partner with more than 2,000 of the best and most trusted brands in the pet industry, to bring a high-bar, customer-centric experience to our customers.

Forward Looking Statements

This press release includes “forward looking information,” including with respect to the Offering. These statements are made through the use of words or phrases such as “will” or “expect” and similar words and expressions of the future. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, including the risks outlined under “Risk Factors” in the preliminary prospectus related to the Offering and elsewhere in the Company's filings with the SEC, which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as required by law.

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