
Chewy, Inc. Announces Pricing of Upsized Offering of Class A Common Stock by Selling Stockholder and Concurrent Repurchase
In addition, as previously announced, concurrent with the closing of the Offering, Chewy has agreed to purchase from the Selling Stockholder $100.0 million of Chewy's Class A common stock at a price per share equal to the per share purchase price to be paid by the underwriter in the Offering (the 'Concurrent Repurchase'). The Concurrent Repurchase was approved by a special committee of Chewy's Board of Directors, consisting solely of independent directors not affiliated with BC Partners. The repurchased shares will be cancelled and retired upon completion of the Concurrent Repurchase. The Concurrent Repurchase is being executed separately from the Company's existing $500 million share repurchase program authorized on May 24, 2024, which will be unaffected by this transaction. We expect the closing of the Concurrent Repurchase to occur substantially concurrently with the closing of this offering. The Offering is not conditioned upon the closing of the Concurrent Repurchase, but the Concurrent Repurchase is conditioned upon the closing of the Offering.
Prior to the Offering and Concurrent Repurchase, Chewy had approximately 196 million shares of Class A common stock and 220 million shares of Class B common stock outstanding. If the Offering and Concurrent Repurchase are completed (assuming no exercise of the underwriter's option to purchase additional shares of Class A Common Stock), Chewy will have approximately 219 million shares of Class A common stock and approximately 193 million shares of Class B common stock outstanding. The Offering and Concurrent Repurchase are expected to close by June 25, 2025, subject to customary closing conditions.
J.P. Morgan is acting as the sole underwriter for the Offering. Chewy has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the 'SEC') for the Offering. A preliminary prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents Chewy has filed with the SEC for more complete information about Chewy and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Chewy or J.P. Morgan will arrange to send you the preliminary prospectus supplement and accompanying prospectus relating to the Offering if you contact J.P. Morgan: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these 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.
About Chewy
Our mission is to be the most trusted and convenient 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 and services, which we offer at competitive prices and deliver with an exceptional level of care and a personal touch to build brand loyalty and drive repeat purchasing. We seek to continually develop innovative ways for our customers to engage with us, as our websites and mobile applications allow our pet parents to manage their pets' health, wellness, and merchandise needs, while enabling them to conveniently shop for our products. We partner with approximately 3,200 of the best and most trusted brands in the pet industry, and we create and offer our own private brands. Through our websites and mobile applications, we offer our customers approximately 130,000 products and services offerings, to bring what we believe is a high-bar, customer-centric experience to our customers.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 ('PSLRA'), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. All statements other than statements of historical facts contained in this communication are forward-looking statements, which involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as 'anticipate,' 'believe,' 'contemplate,' 'continue,' 'could,' 'estimate,' 'expect,' 'forecast,' 'intend,' 'may,' 'plan,' 'potential,' 'predict,' 'project,' 'seek,' 'should,' 'target,' 'will,' or 'would,' or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to our ability to close the Offering and Concurrent Repurchase and complete any repurchases under our share repurchase program following the Offering and Concurrent Repurchase. You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements contained in this communication primarily on our current assumptions, expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled 'Risk Factors' in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, the preliminary prospectus supplement and accompanying prospectus and elsewhere in our filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this communication. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles


Business Wire
39 minutes ago
- Business Wire
Vince to Participate in Virtual Fireside Chat Hosted by Small Cap Consumer Research
NEW YORK--(BUSINESS WIRE)--Vince Holding Corp., (NYSE: VNCE) ('VNCE' or the 'Company'), a global contemporary retailer, today announced that Brendan Hoffman, Chief Executive Officer, and Yuji Okumura, Chief Financial Officer, will participate in a fireside chat hosted by Eric Beder from Small Cap Consumer Research on Thursday, July 10, 2025 at 12:00 p.m. Eastern Time. The event will be webcast live and can be accessed on the Company's Investor Relations website, An online archive will be available on that site following the fireside chat. ABOUT VINCE HOLDING CORP. Vince Holding Corp. is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince Holding Corp. operates 44 full-price retail stores, 14 outlet stores, and its e-commerce site, as well as through premium wholesale channels globally. Please visit for more information. This press release is also available on the Vince Holding Corp. website (
Yahoo
an hour ago
- Yahoo
Nova Publicly Files a Registration Statement With the SEC
Melbourne, Australia, July 07, 2025 (GLOBE NEWSWIRE) -- Nova Minerals Limited ('Nova' and the 'Company') (NASDAQ: NVA) (ASX: NVA) (FRA: QM3), a gold, antimony, and critical minerals exploration stage company focused on advancing the Estelle Project in Alaska, U.S.A., announces that it has filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission ('SEC') relating to a secondary public offering of its American Depositary Shares ('ADSs'), each of which will represent 60 of the Company's ordinary shares of no par value each ('Ordinary Shares'), in the United States (the 'Offering'). All ADSs to be sold in the Offering will be offered by the Company. The number of ADSs to be offered is based on an assumed price of US$12.56 per ADS, which was the sale price of ADSs on the Nasdaq Capital Market on June 30, 2025. However, the final number of ADS and the public offering price for the Offering have not yet been determined. The Offering is subject to market conditions, and there can be no assurance as to whether, or when, the Offering may be completed or as to the actual size or terms of the Offering. The Offering will be conducted within the parameters of the authorities conferred upon the Company under ASX listing rules 7.1 and 7.1A. The Company intends to use the net proceeds of Offering for resource and exploration field programs, including additional drilling and exploration, feasibility studies, and general working capital. Upon completion of the Offering, the Company's Ordinary Shares will continue to be listed on the ASX under the symbol 'NVA,' quoted on the OTC Pink market under the symbol 'NVAAF' and the Frankfurt Stock Exchange under the symbol 'QM3' and the Company's ADSs and public warrants will continue to be listed on the Nasdaq Capital Market under the symbols 'NVA' and 'NVAWW,' respectively. ThinkEquity is acting as the sole book-running manager for the Offering. The Offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to and describing the terms of the Offering may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. Electronic copies of the preliminary prospectus are also available on the SEC's website at A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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 U.S. Securities Act of 1933, as amended ('Securities Act'). This announcement is being issued in accordance with Rule 134 under the Securities Act. About Nova Minerals Limited Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km2 of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world's largest gold mines and discoveries including, Barrick's Donlin Creek Gold Project and Kinross Gold Corporation's Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer. Further discussion and analysis of the Estelle Project is available through the interactive Vrify 3D animations, presentations, and videos, all available on the Company's website. Forward Looking Statements This press release contains 'forward-looking statements' that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as 'anticipate,' 'believe,' 'contemplate,' 'could,' 'estimate,' 'expect,' 'intend,' 'seek,' 'may,' 'might,' 'plan,' 'potential,' 'predict,' 'project,' 'target,' 'aim,' 'should,' "will' 'would,' or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Nova Minerals Limited's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, Gold and other metal prices, the estimation of initial and sustaining capital requirements, the estimation of labour costs, the estimation of mineral reserves and resources, assumptions with respect to currency fluctuations, the timing and amount of future exploration and development expenditures, receipt of required regulatory approvals, the availability of necessary financing for the Project, the availability of funding sources, the availability of collaborative relationships, permitting and such other assumptions and factors as set out herein. Apparent inconsistencies in the figures shown in the MRE are due to rounding. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks related to changes in Gold prices; sources and cost of power and water for the Project; the estimation of initial capital requirements; the lack of historical operations; the estimation of labor costs; general global markets and economic conditions; risks associated with exploration of mineral deposits; the estimation of initial targeted mineral resource tonnage and grade for the Project; risks associated with uninsurable risks arising during the course of exploration; risks associated with currency fluctuations; environmental risks; competition faced in securing experienced personnel; access to adequate infrastructure to support exploration activities; risks associated with changes in the mining regulatory regime governing the Company and the Project; completion of the environmental assessment process; risks related to regulatory and permitting delays; risks related to potential conflicts of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued exploration and development. These and other risks and uncertainties are described more fully in the section titled 'Risk Factors' in the Nova Minerals Limited's Annual Report on Form 20-F filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Nova Minerals Limited undertakes no duty to update such information except as required under applicable law. For Additional Information Please Contact Craig BentleyDirector of Finance & Compliance & Investor RelationsE: craig@ M: +61 414 714 196Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
an hour ago
- Yahoo
Analysis-US SEC's guidance is first step toward rules governing crypto ETFs
By Suzanne McGee (Reuters) -New U.S. Securities and Exchange Commission guidance on disclosure requirements for exchange-traded products tied to cryptocurrencies marked the first step toward approval of dozens of applications for ETFs linked to everything from Solana and XRP to President Donald Trump's eponymous meme coin. The guidance, issued last Tuesday, signaled a dramatic shift by Republican leadership in how the top U.S. markets regulator deals with the crypto sector. The SEC has launched a task force to draft new regulations, refocused its crypto enforcement team and paused or altogether walked away from high-profile enforcement cases that many thought the agency was winning. The 12-page document is the first part of the new landscape for crypto funds that SEC staff members are designing. Asset managers also anticipate guidance from the SEC's division of trading and markets on ways to streamline the application process, said people familiar with the discussions. This should accelerate the pace for new product debuts. "The SEC is moving forward on creating a framework for how they'd like to see all these crypto assets included in investment funds" to address the "explosion" in the number of ETFs now awaiting a regulatory verdict, said Sui Chung, CEO of crypto index provider CF Benchmarks. Industry participants said they saw few surprises so far. "The most interesting and important thing about this guidance is that it exists," said Matt Hougan, chief investment officer of Bitwise Asset Management, which has more than half a dozen crypto ETFs awaiting SEC approval. "It suggests that the SEC acknowledges that crypto ETPs are becoming part of the mainstream and so it's trying to lay down rules of the road to save both issuers and SEC staff time and hassle." The SEC guidance spells out that in order to be approved, issuers must clearly address, in "plain English", all factors that make crypto-based ETFs distinctive, such as custody arrangements and risks of the hyper-competitive landscape. The next document, however, is likely to prove more significant. According to several people familiar with the ongoing discussions, who could not speak publicly due to the confidentiality of those proceedings, the SEC staff is seeking to create a new listing template to replace the current need for exchanges to submit a special form each time they want to list a new crypto product. That form, known as a 19(b)4, asks for an exemption from current listing rules for the specific ETF. Eliminating that from the process could cut the time between filing and launch dates from as much as 240 days to only 75 days. "The SEC is looking for a general rule it can apply to all listings, and currently is going back and forth on precise wording with the exchanges," said a senior executive at one issuer, who added he expected that exchanges will submit that kind of general filing within "days or weeks." Officials at the Nasdaq Stock Market and Cboe declined to comment on these talks; the New York Stock Exchange did not respond to requests for comment. A spokesperson for the SEC also declined comment on the discussions. While ETFs tied to the spot prices of everything from coins like XRP, Polkadot, Dogecoin and the Trump meme coin await an SEC verdict, issuers expect the next batch of crypto products will be tied to Solana, the world's sixth-largest cryptocurrency. That likely will not happen until after the SEC has rolled out the second part of its guidance, pushing the launch date into early autumn, issuers said. Some asset managers are not waiting. Last week, REX Financial and Osprey Funds used a more indirect and complex approach to launch the first U.S. ETF to give investors exposure to Solana, the REX-Osprey Sol + Staking ETF. In contrast to the half-dozen spot Solana ETFs awaiting approval, it invests in a separate entity that in turn will own both Solana and a non-U.S. Solana fund. That structure means REX can bypass the rules governing those commodity funds and leapfrog other issuers, as well as offering investors access to yield via the cryptocurrency "staking" mechanism. In staking, cryptocurrency holders volunteer to take part in validating transactions on the blockchain, checking that the ledger all adds up. In return, validators either receive a share of the transaction fees or newly created cryptocurrencies. "We do think the SEC is taking big steps forward in dealing with cryptocurrency, but it's still the SEC, and not everything has been codified yet," Greg King, CEO of REX Financial, told Reuters. King acknowledged he is trying to get a head start on what is expected to be a fiercely competitive race for market share on new Solana products. The new ETF pulled in $12 million of assets on its first day of trading on Wednesday, July 1, King said. "We'll probably do a spot Solana ETP too, once those rules are in place," he added. "There's no either/or in this situation."