UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On April 6, 2026, the Special Litigation Committee (the “Committee”) of the Board of Directors (the “Board”) of Chewy, Inc. (the “Company”), the Company, BC Partners LLP, BC Partners Advisers LP, BC Partners Holdings Limited, CIE Management IX Limited, Argos Holdings GP LLC, Argos Holdings L.P., Citrus Intermediate Holdings L.P., Citrus Intermediate TopCo LLC, Buddy Chester Sub LLC, and certain directors of the Board (collectively, the “Defendants”) entered into the Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Agreement”) with Eric Gilbert (the “Plaintiff,” and, together with the Committee, the Company, and the Defendants, the “Parties”) to resolve the stockholder derivative litigation pending in the Court of Chancery (the “Court”) of the State of Delaware, captioned Gilbert v. BC Partners LLP, et al., C.A. No. 2024-1165-KSJM (the “Action”).
On April 14, 2026, the Court entered a scheduling order (the “Scheduling Order”) in the Action, which scheduled the hearing on the Settlement Agreement for June 23, 2026, at 1:30 p.m.
Pursuant to the Settlement Agreement and the Scheduling Order, the Company is publishing the Settlement Agreement and the Notice of Pendency and Proposed Settlement of Derivative Action, Settlement Hearing and Right to Appear (the “Settlement Notice”), each attached hereto as Exhibits 99.1 and 99.2, respectively. The Settlement Agreement and the Settlement Notice will also appear on the Company’s investor relations website at investor.chewy.com and will remain posted to that website through the Effective Date of the Settlement.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached to this Current Report on Form 8-K are being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Stipulation and Agreement of Settlement, Compromise, and Release | |
| 99.2 | Notice of Pendency and Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2026
| CHEWY, INC. | ||
| By: | /s/ Da-Wai Hu | |
| Name: Da-Wai Hu | ||
| Title: General Counsel & Secretary | ||