Table of Contents As filed with the Securities and Exchange Commission on April 29, 2019. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHEWY, INC. (Exact name of registrant as specified in its charter) Delaware 5961 90-1020167 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1855 Griffin Road, Suite B-428 Dania Beach, Florida 33004 (786) 320-7111 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Sumit Singh Chief Executive Officer Chewy, Inc. 1855 Griffin Road, Suite B-428 Dania Beach, Florida 33004 (786) 320-7111 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Joshua N. Korff, P.C. Mario J. Marte Michael Kaplan Tim Cruickshank Chief Financial Officer Marcel R. Fausten Kirkland & Ellis LLP Chewy, Inc. Davis Polk & Wardwell LLP 601 Lexington Avenue 1855 Griffin Road, Suite B-428 450 Lexington Avenue New York, New York 10022 Dania Beach, Florida 33004 New York, New York 10017 (212) 446-4800 (786) 320-7111 (212) 450-4000 Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 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 under the Securities Exchange Act of 1934: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Amount of Securities to be Registered Offering Price (1)(2) Registration Fee Class A common stock, par value $0.01 per share $ 100,000,000 $ 12,120 (1) The proposed maximum aggregate offering price includes the offering price of additional shares that the underwriters have the option to purchase. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale are not permitted. SUBJECT TO COMPLETION. DATED APRIL 29, 2019 Shares Class A Common Stock This is an initial public offering of Class A common stock of Chewy, Inc. We are offering shares of our Class A common stock. The selling stockholder identified in this prospectus is offering shares of our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholder. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is expected to be between $ and $ per share. We intend to apply to list our Class A common stock on the under the symbol “CHWY.” Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. PetSmart, Inc. (“PetSmart”) is currently our majority stockholder. Following this offering, PetSmart will own shares of our Class B common stock, which will represent approximately % of our total outstanding shares of common stock and approximately % of the combined voting power of both classes of our common stock outstanding immediately after this offering. Upon completion of this offering, we will be a “controlled company” as defined under the corporate governance rules of the . Investing in our Class A common stock involves risks. See “ Risk Factors ” beginning on page 16 . Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds to Chewy, Inc., before expenses $ $ Proceeds to the selling stockholder, before expenses $ $ (1) See “Underwriting” for a description of compensation payable to the underwriters and estimated offering expenses. We have granted the underwriters the right to purchase up to an additional shares of Class A common stock, and the selling stockholder has granted the underwriters the right to purchase up to an additional shares of Class A common stock, each at the initial public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus. Delivery of the shares of Class A common stock will be made on or about , 2019 through the book-entry facilities of the Depository Trust Company. Allen & Company LLC J.P. Morgan Morgan Stanley (in alphabetical order) The date of this prospectus is , 2019. Table of Contents Table of Contents Table of Contents Table of Contents Table of Contents Page PROSPECTUS SUMMARY 1 RISK FACTORS 16 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 47 USE OF PROCEEDS 49 DIVIDEND POLICY 50 CAPITALIZATION 51 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 55 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 59 OUR BUSINESS 81 MANAGEMENT 100 EXECUTIVE COMPENSATION 108 PRINCIPAL AND SELLING STOCKHOLDERS 118 DESCRIPTION OF CAPITAL STOCK 120 SHARES ELIGIBLE FOR FUTURE SALE 125 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 128 CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 132 UNDERWRITING 136 LEGAL MATTERS 141 EXPERTS 141 WHERE YOU CAN FIND MORE INFORMATION 142 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we, the selling stockholder nor the underwriters have authorized anyone to provide you with information different from, or in addition to, the information contained in this prospectus or in any free-writing prospectus prepared by or on behalf of us and the selling stockholder or to which we may have referred you. We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholder is offering to sell, and seeking offers to buy, the shares of Class A common stock offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of Class A common stock. Neither we, the selling stockholder nor any of the underwriters have taken any action that would permit a public offering of the shares of Class A common stock outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the shares of Class A common stock and the distribution of the prospectus outside the United States. Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus.