CHWY on NYSE

Chewy

Logo: Chewy (company), Public domain, via Wikimedia Commons6

Internet retailer of pet items

Chewy, Inc. is an American online retailer of pet food and other pet-related products based in Plantation, Florida. Chewy went public in 2019 with the ticker symbol CHWY on the New York Stock Exchange.3 It was founded by Ryan Cohen.1 Its chief executive is Sumit Singh (since 2018).1 Wikipedia text CC BY-SA 4.0

$20.96 down 0.34 (1.62%)Price as of Oct 16, 2026 at 19:58 UTC

Last updated Oct 21, 2026.

Overview

$12.6BRevenue, fiscal 20267
$222.8MNet income, fiscal 20267
2011Founded1

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  • TickerCHWY on NYSE1
  • Industryretail1
  • HeadquartersDania Beach1
  • Websitewww.chewy.com
  • Legal formDelaware corporation1
  • Incorporated inDE8
  • Business address7700 West Sunrise Boulevard, Plantation, Fl 333228
  • Filer categoryLarge accelerated filer8
  • LEI254900NPQSTG9I4228794
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATE CREATIONS NETWORK INC., 19803 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 54150024

Chewy, Inc. is an American online retailer of pet food and other pet-related products based in Plantation, Florida. Chewy went public in 2019 with the ticker symbol CHWY on the New York Stock Exchange.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

29.8%Gross margin7
2.0%Operating margin7
1.8%Net margin7
6.2%Revenue growth, 20267
44.7%Return on equity7

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue70¢$8.8B
  • Selling, general and admin21¢$2.7B
  • Other costs6¢$815.9M
  • Income tax0¢$40.5M
  • Profit2¢$222.8M

Out of $12.6B in revenue.7

Where each dollar of operating cash went, fiscal 2026

  • Share buybacks38¢$262.5M
  • Kept or used elsewhere62¢$429.1M

Out of $691.6M of cash from operations.7

Financial statements

Revenue10111213147$12.6B in 2026+257% since 2019
0$5.0B$10.0B$15.0B2019: $3.5B$3.5B20192020: $4.8B$4.8B2020+37%2021: $7.1B$7.1B2021+47%2022: $9.0B$9.0B2022+25%2023: $10.1B$10.1B2023+13%2024: $11.1B$11.1B2024+10%2025: $11.9B$11.9B2025+6%2026: $12.6B$12.6B2026+6%
Gross profit10111213147$3.8B in 2026+425% since 2019
0$1.0B$2.0B$3.0B$4.0B2019: $714.8M$714.8M20192020: $1.1B$1.1B2020+60%2021: $1.8B$1.8B2021+59%2022: $2.4B$2.4B2022+31%2023: $2.8B$2.8B2023+19%2024: $3.2B$3.2B2024+12%2025: $3.5B$3.5B2025+10%2026: $3.8B$3.8B2026+8%
Operating income10111213147$254.3M in 2026
-$400.0M-$200.0M0$200.0M$400.0M2019: -$267.8M-$267.8M20192020: -$252.7M-$252.7M2020−6%2021: -$90.5M-$90.5M2021−64%2022: -$73.6M-$73.6M2022−19%2023: $56.4M$56.4M20232024: -$23.6M-$23.6M20242025: $112.6M$112.6M20252026: $254.3M$254.3M2026+126%
Net income10111213147$222.8M in 2026
-$400.0M-$200.0M0$200.0M$400.0M2019: -$267.9M-$267.9M20192020: -$252.4M-$252.4M2020−6%2021: -$92.5M-$92.5M2021−63%2022: -$75.2M-$75.2M2022−19%2023: $49.9M$49.9M20232024: $39.6M$39.6M2024−21%2025: $392.7M$392.7M2025+892%2026: $222.8M$222.8M2026−43%

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2026-01-312025-01-312024-01-31
Net sales$12.6B$11.9B$11.1B
Cost of goods sold$8.8B$8.4B$8.0B
Gross profit$3.8B$3.5B$3.2B
Selling, general and administrative$2.7B$2.6B$2.4B
Advertising and marketing$824.9M$804.1M$742.4M
Total operating expenses$3.5B$3.4B$3.2B
Income (loss) from operations$254.3M$112.6M-$23.6M
Interest and other income, net$9.0M$39.1M$71.9M
Income before income tax provision (benefit)$263.3M$151.7M$48.3M
Income tax provision (benefit)$40.5M-$241.0M$8.7M
Net income$222.8M$392.7M$39.6M
Foreign currency translation adjustments$800.0K$500.0K-$400.0K
Comprehensive income$223.6M$393.2M$39.2M
Basic (in dollars per share)$0.54$0.93$0.09
Diluted (in dollars per share)$0.52$0.91$0.09
Basic (in shares)414.1M shares421.4M shares429.4M shares
Diluted (in shares)425.8M shares431.0M shares432.0M shares

Compare Chewy with another company

Corporate structure

Chewy sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Chewy

  • Chewy Plantation, Florida, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Chewy reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$467.9M7 Feb 1, 2026$450.4M7 Feb 2, 2025+3.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$860.1M7 Feb 1, 2026$595.8M7 Feb 2, 2025+44.4%
Marketable securities, current$18.7M7 Feb 1, 2026$900.0K7 Feb 2, 2025+1977.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$39.4M7 Feb 1, 2026$39.4M7 Feb 2, 20250%
Indefinite-lived intangibles (excluding goodwill)$1.8M7 Feb 1, 2026
Finite-lived intangibles, gross$11.6M7 Feb 1, 2026$11.6M7 Feb 2, 20250%
Accumulated amortization$11.2M7 Feb 2, 2025$7.6M13 Jan 28, 2024+46.7%
Finite-lived intangibles, net$378.0K14 Feb 2, 2025$4.0M13 Jan 28, 2024−90.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$864.8M7 Feb 1, 2026$836.7M7 Feb 2, 2025+3.4%

Properties, in its own words

We lease properties across North America to support our operations. Our corporate offices include our co-headquarters in Plantation, Florida and Boston, Massachusetts. Our fulfillment centers receive products from vendors, ship products to customers, and receive and process returns from customers, while our customer service centers respond to customer inquiries. Our veterinary clinics provide pet health services including routine appointments, urgent care, and surgery. We believe that our properties have been adequately maintained, are in good condition, and are generally suitable and adequate to support our operations. The following table sets forth the category, number of locations, and size of our material properties as of March 18, 2026:

Category · Number of Locations 1 · Square Footage (in thousands)

The rest of Item 2

Fulfillment centers · 17 · 9,866

Corporate offices · 5 · 434

Customer service centers · 3 · 183

Veterinary clinics · 25 · 84

1 Includes locations for which the Company has the right to control the use of the property but operations have not yet commenced

Item 2 of the 10-K filed Mar 25, 2026.20

The story

Founded by Ryan Cohen in 2011.1

2011–2019: Founding, acquisition and pre-IPO

Chewy was founded with the name "Mr. Chewy" in June 2011 by Ryan Cohen and Michael Day. In March 2012, the company estimated a total yearly revenue of $26 million, despite losing money in its first half year. By 2017, the company had revenue of approximately $2 billion and 51% of online pet food sales in the US. At that time, CEO Ryan Cohen prepared to take Chewy public as both Petco and PetSmart approached with merger offers. Petco's offer would be paid for in part using stock, whereas PetSmart offered an all-cash bid that would also allow Chewy to remain a completely separate business. In 2017, Chewy was purchased by PetSmart for $3.35 billion, which at the time was the largest ever acquisition of an e-commerce business.

Following the acquisition, Cohen remained CEO and operated the business largely as an independent unit of PetSmart. Between 2017 and 2018, Chewy's sales increased from $2.1 billion to $3.5 billion, with 66% of sales coming from customers signed up for automatic recurring shipments. Sumit Singh succeeded Ryan Cohen as CEO of Chewy in March 2018.

2019–present: Post-IPO

In 2019, Chewy filed an S-1 for an initial public offering, intending to trade under the ticker symbol CHWY. In its filing, Chewy reported a net loss of $268 million on total sales of $3.5 billion for its 2018 fiscal year. In the 2019 fiscal year, Chewy earned net sales of $4.85 billion, a 40 percent year-over-year increase on a 52-week basis. The company saw increased demand from millions of existing and new customers as the business sustained growth throughout the economic disruption of the COVID-19 era.

Chewy launched a free tele-triage service called Connect With a Vet in October 2020. In November 2020, Chewy announced that it would produce and fulfill orders of customized prescription medications, commonly referred to as compounding, for instances where commercial alternatives are absent. In 2020, it was announced that Chewy and PetSmart would split to operate as separate companies.

In March 2021, Chewy reported revenue of $2.04 billion for Q4 of 2020, making it Chewy's first quarter of net profitability, and net sales of $7.15 billion for the fiscal year. In March 2022, Chewy reported net sales of $8.89 billion for the 2021 fiscal year.

In August 2022, Chewy announced the introduction of the CarePlus program, which provides pet insurance and wellness plans. This initiative marked Chewy's entry into the health insurance sector for pets.

In the 2022 fiscal year, Chewy's net sales grew 13.6% since 2021, to $10.1 billion. Following this, in December 2023, Chewy expanded its healthcare services by launching Chewy Vet Care. This service includes the establishment of veterinary practices that offer routine check-ups, urgent care, and surgical procedures.

In fiscal year 2023, Chewy reported net sales of $11.15 billion representing 10.2% year-over-year growth primarily driven by increased spending from both new and existing customers, the strength of Chewy's Autoship subscription program, and the growth of Chewy's pet healthcare business.

Read the full text

In April 2024, Chewy launched Chewy Vet Care, which offers in-person veterinary practices.

In fiscal year 2024, Chewy reported net sales of $11.86 billion, which reflects a 6.4% year-over-year growth. The company's gross margin improved to 29.2%, up from 28.4% in 2023, driven in part by growth in sponsored advertisements that reached approximately 1% of net sales for the full year.

From Wikipedia’s article on Chewy (company), shared under CC BY-SA 4.0.9

Leadership

Who has led Chewy, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (24)

Products and brands

  • pet food

Listed on Wikidata.1

Timeline

  1. Sep 9, 20268-K Results of operations50
  2. Jul 13, 20268-K Shareholder vote51
  3. Jun 24, 20268-K Entered a material agreement; New debt or obligation52
  4. Jun 10, 20268-K Results of operations53
  5. Apr 28, 20268-K Regulation FD disclosure54
  6. Apr 8, 20268-K Other events55
  7. Mar 25, 20268-K Results of operations56
  8. Feb 24, 20268-K Executive or director change; Regulation FD disclosure57
  9. Jan 20, 20268-K Executive or director change58
  10. Dec 10, 20258-K Results of operations59
  11. Sep 10, 20258-K Results of operations60
  12. Jul 15, 20258-K Shareholder vote61
  13. 2017New chief executive Sumit Singh becomes CEO1
  14. 2011Founded Founded1

Calendar

Coming up

  1. Dec 9, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.14 a share, on Dec 10, 2025.62

When it reported results

  1. Sep 9, 2026Reported quarterly or annual results50
  2. Jun 10, 2026Reported quarterly or annual results53
  3. Mar 25, 2026Reported quarterly or annual results56
  4. Dec 10, 2025Reported quarterly or annual results59
  5. Sep 10, 2025Reported quarterly or annual results60
  6. Jun 11, 2025Reported quarterly or annual results63
  7. Mar 26, 2025Reported quarterly or annual results64
  8. Dec 4, 2024Reported quarterly or annual results65

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

496 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 50 major events, 223 insider forms, 49 large holders, 153 other. The latest 20:

  1. Oct 15, 2026144 EDGAR
  2. Sep 14, 2026S-3ASR EDGAR
  3. Sep 9, 202610-Q EDGAR
  4. Sep 9, 20268-K EDGAR
  5. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  6. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  7. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  8. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 14, 2026SCHEDULE 13G EDGAR
  10. Aug 13, 2026SCHEDULE 13G/A EDGAR
  11. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  12. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  13. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  14. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  15. Aug 3, 2026144 EDGAR
  16. Aug 3, 2026144 EDGAR
  17. Jul 13, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 13, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 13, 20264 PRIMARY DOCUMENT EDGAR
  20. Jul 13, 20264 PRIMARY DOCUMENT EDGAR

The 496 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

152 open-market trades by officers, directors and large owners since October 2021: 6 buys and 146 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 3, 2026Singh SumitChief Executive OfficerSale49,477$23.01$1.1MForm 4
Jun 29, 2026Hu Da-WaiGeneral Counsel & SecretarySale4,203$19.49$81.9KForm 4
May 4, 2026Singh SumitChief Executive OfficerSale87,526$25.60$2.2MForm 4
Apr 1, 2026Hu Da-WaiGeneral Counsel & SecretarySale8,149$26.91$219.3KForm 4
Mar 2, 2026Deppe Christopher S.Chief Financial OfficerSale3,043$26.87$81.8KForm 4
Feb 2, 2026Mehta SatishChief Technology OfficerSale13,013$28.99$377.2KForm 4
Dec 3, 2025Mehta SatishChief Technology OfficerSale8,872$33.53$297.5KForm 4
Dec 2, 2025Mehta SatishChief Technology OfficerSale6,056$33.73$204.3KForm 4
Dec 2, 2025Singh SumitChief Executive OfficerSale41,428$33.73$1.4MForm 4
Nov 4, 2025Mehta SatishChief Technology OfficerSale4,642$32.65$151.6KForm 4
Nov 3, 2025Billings William G.Chief Accounting OfficerSale1,121$32.72$36.7KForm 4
Nov 3, 2025Mehta SatishChief Technology OfficerSale3,288$32.72$107.6KForm 4
Nov 3, 2025Singh SumitChief Executive OfficerSale18,578$32.72$607.9KForm 4
Oct 9, 2025Argos Holdings L.P.10% ownerSale13,280,212$37.65$500.0MForm 4
Sep 15, 2025Mehta SatishChief Technology OfficerSale46,765$34.69$1.6MForm 4
Aug 5, 2025Mehta SatishChief Technology OfficerSale8,727$35.82$312.6KForm 4
Aug 4, 2025Singh SumitChief Executive OfficerSale33,821$35.57$1.2MForm 4
Aug 4, 2025Billings William G.Chief Accounting OfficerSale20,142$35.57$716.5KForm 4
Aug 4, 2025Mehta SatishChief Technology OfficerSale5,967$35.57$212.2KForm 4
Jun 25, 2025CIE Management IX Ltd10% ownerSale29,940,120$41.75$1.3BForm 4

All 152 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BC Partners PE LP176,478,228$3.5B78.2%No change
BlackRock, Inc.22,701,688$446.1M0.0%+974,464
Canada Pension Plan Investment Board20,176,907$396.5M0.2%+14,945,614
Aqr Capital Management LLC12,934,175$250.4M0.1%−3,408,663
Morgan Stanley11,067,051$217.5M0.0%+2,947,867
Vanguard Capital Management LLC9,896,798$194.5M0.0%−484,655
Vanguard Portfolio Management LLC9,702,109$190.6M0.0%−343,544
State Street Corp7,606,741$149.5M0.0%+432,468
Federated Hermes, Inc.7,434,526$146.1M0.2%+4,306,954
Two Sigma Investments, LP6,648,996$130.7M0.1%+436,104
Geode Capital Management, LLC6,281,496$123.5M0.0%+358,016
Neuberger Berman Group LLC5,063,909$99.5M0.1%+1,141,693
Bank Of America Corp /de/4,609,616$90.6M0.0%−207,308
Norges Bank4,402,672$86.5M0.0%New
Clearbridge Investments, LLC3,611,217$71.0M0.1%−93,016
Bank of New York Mellon Corp3,603,895$70.8M0.0%−649,012
Invesco Ltd.3,460,886$68.0M0.0%+559,393
UBS Group AG3,215,952$63.2M0.0%+1,284,883
Alyeska Investment Group, L.P.3,046,484$59.9M0.2%−726,191
Goldman Sachs Group Inc2,883,419$56.7M0.0%+1,396,268
Fmr LLC2,830,417$55.6M0.0%−1,491,787
Jupiter Topco LLC2,705,811$53.2M0.0%New
Charles Schwab Investment Management Inc2,575,885$50.6M0.0%+177,426
Dimensional Fund Advisors LP2,028,314$39.9M0.0%+289,047
Point72 Asset Management, L.P.1,887,805$37.1M0.1%−3,385,153

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

14 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Aug 13, 2021Marie Newman, HouseSale$1,001 - $15,000+151.2%Report
Jul 9, 2021Marie Newman, HouseSale$1,001 - $15,000+152.7%Report
Jul 2, 2021Marie Newman, HouseBuy$1,001 - $15,000−151.9%Report
Apr 5, 2021Marie Newman, HouseBuy$15,001 - $50,000−164.0%Report
Apr 5, 2021Marie Newman, HouseSale$15,001 - $50,000+164.0%Report
Mar 1, 2021Marie Newman, HouseBuy$1,001 - $15,000−178.1%Report
Feb 16, 2021Marie Newman, HouseBuy$1,001 - $15,000−178.5%Report
Feb 12, 2021Marie Newman, HouseSale$15,001 - $50,000+178.9%Report
Feb 8, 2021Marie Newman, HouseBuy$15,001 - $50,000−178.2%Report
Feb 5, 2021Marie Newman, HouseSale$1,001 - $15,000+180.1%Report
Feb 5, 2021Marie Newman, HouseSale$1,001 - $15,000+180.1%Report
Feb 3, 2021Marie Newman, HouseBuy$1,001 - $15,000−181.9%Report
Feb 1, 2021Marie Newman, HouseBuy$1,001 - $15,000−184.5%Report
Jan 29, 2021Marie Newman, HouseSale$1,001 - $15,000+188.0%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Chewy is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARChewy, Inc.2
  • CIK0001766502
  • Employer ID (EIN)90-102016720
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company20
  • Incorporated inDelaware20
  • Fiscal year endsFebruary 12
  • Industry code (SIC)5961 Retail-Catalog & Mail-Order Houses2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address7700 West Sunrise Boulevard, Plantation, FL 333222
  • Phone786-320-71112
  • Shares outstanding240,198,735 Common Class A shares; 176,478,229 Common Class B shares as of Mar 18, 202620
  • Public float$8.0B as of Aug 1, 202520
  • AuditorDeloitte & Touche LLP, Boca Raton, Florida PCAOB ID 34; it also attests to the company’s internal control over financial reporting20
  • On EDGAR sinceFeb 8, 20192
  • Filings736 in all: 4 (352), 144 (116), 8-K (70), SC 13G/A (34), 3 (30), 10-Q (23), SCHEDULE 13G/A (16), SC 13G (11)2
    All 34 form types

    SCHEDULE 13G (8), 10-K (7), CORRESP (7), DEF 14A (7), DEFA14A (7), UPLOAD (7), 424B7 (6), FWP (6), ARS (4), S-1/A (4), S-3ASR (3), S-8 (3), PRE 14A (2), 10-K/A (1), 144/A (1), 424B2 (1), 424B4 (1), 424B5 (1), 5 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), POSASR (1), S-1 (1), S-1MEF (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2026
    Quarterly report (10-Q) Sep 9, 2026
    Proxy statement (DEF 14A) May 22, 2026
    Latest 8-K (8-K) Sep 9, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.01 per shareCHWYNew York Stock Exchange

From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).20

Risk factors and legal proceedings

The risks Chewy names in Item 1A of its 10-K filed Mar 25, 2026: 51 risks under these headings, as written.20

  • Risks Related to Our Business and Operations
  • Our recent growth rates may not be sustainable or indicative of our future growth and we may not be able to successfully manage challenges to our future growth.
  • Business disruptions and responsive actions may adversely affect our business operations, financial performance, liquidity and cash flow for an unknown period of time.
  • If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net sales, improve margins, and maintain profitability.
  • If we fail to manage our growth effectively, our business, financial condition and results of operations could be materially and adversely affected.
  • Our continued success is in part dependent on positive perceptions of the Company.
  • Our operating expenses may increase over the next few years, and we may generate operating losses as we continue to expand our business.
  • We may be unable to accurately forecast net sales and appropriately plan our expenses in the future.
  • Our estimate of the size of our addressable markets may prove to be inaccurate.
  • We may be unable to source additional suppliers or strengthen our existing relationships with suppliers. In addition, the loss of any of our key suppliers would negatively impact our business.
  • Shipping is a critical part of our business and any changes in, or disruptions to, our shipping arrangements could adversely affect our business, financial condition and results of operations.
  • If we do not successfully optimize, operate, and manage the expansion of the capacity of our fulfillment centers, our business, financial condition and results of operations could be harmed.
The other 40 risks
  • Our business may be adversely affected if we are unable to provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology.
  • We are subject to risks related to online payment methods.
  • Our business depends on network and mobile infrastructure, our third-party data center hosting facilities (including cloud- service providers), other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our websites or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers.
  • Disruptions to SaaS technologies from third parties may adversely affect our business, financial condition and results of operations.
  • Our failure or the failure of third-party service providers to protect our websites, networks, and systems against cybersecurity incidents, or to otherwise protect our confidential information, could damage our reputation and brand and harm our business, financial condition and results of operations.
  • Safety, quality, and health concerns regarding our products could affect our business, financial condition and results of operations.
  • Risks associated with our suppliers and our outsourcing partners, many of which are located outside of the U.S., could materially and adversely affect our business, financial condition and results of operations.
  • We are subject to extensive laws and regulations and we may incur material liabilities or costs related to complying with existing or future laws and regulations, and our failure to comply may result in enforcements, penalties, recalls, and other adverse actions.
  • We may inadvertently not comply with various laws and regulations covering our pet health business, which may subject us to reprimands, sanctions, probations, fines, suspensions, or the loss of one or more of our licenses.
  • Resistance from veterinarians to authorize prescriptions, or their efforts to discourage pet owners from purchasing from us, could cause our sales to decrease and could adversely affect our business, financial condition and results of operations.
  • Failure to comply with laws and regulations relating to privacy, data protection, cybersecurity, marketing and advertising and consumer protection could adversely affect our business, financial condition and results of operations.
  • Our ability to utilize net operating loss and tax credit carryforwards, and other tax attributes may be subject to certain limitations.
  • We may be unable to adequately protect our intellectual property rights. Additionally, we may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management’s efforts and attention.
  • We may be subject to personal injury, workers’ compensation, product liability, labor and employment, and other claims in the ordinary course of business.
  • We rely on the performance of members of management and highly-skilled personnel, and our business could be harmed if we are unable to attract, develop, motivate, and retain highly-qualified and skilled employees.
  • Uncertainties in economic conditions, industry trends, and market conditions, and their impact on the pet market, could adversely impact our business, financial condition and results of operations.
  • Significant merchandise returns or refunds could adversely affect our business, financial condition and results of operations.
  • We may seek to grow our business through acquisitions or investments in new or complementary businesses, technologies, or offerings, or through other strategic transactions, and the failure to manage these acquisitions, investments, or strategic transactions, or to integrate them with our existing business, could have a material adverse effect on us.
  • Our business results could be adversely affected if our new offerings are unsuccessful.
  • Regulation of the sale of insurance for pets is subject to change and future regulations could harm our business, financial condition and results of operations.
  • If we cannot successfully manage the unique challenges presented by international markets, we may not be successful in expanding our operations outside the U.S. and Canada.
  • Risks Related to Our Industry
  • Competition in the pet products and services health and retail industries, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business.
  • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could harm our business, financial condition and results of operations.
  • Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our websites and mobile applications and our financial results.
  • Risks Related to Our Controlling Stockholders
  • Substantial future sales by affiliates of the BCP Stockholder Parties or others of our common stock, or the perception that such sales may occur, could depress the price of our Class A common stock.
  • There could be potential conflicts of interests between us and affiliates of the BCP Stockholder Parties. In addition, our directors may encounter conflicts of interest involving us and the other entities with which they may be affiliated, including matters that involve corporate opportunities.
  • Risks Related to Ownership of Our Class A Common Stock
  • Our stock price has been, and may continue to be, volatile and may decline regardless of our operating performance.
  • The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
  • Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of the Company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock.
  • Our amended and restated certificate of incorporation includes exclusive forum provisions, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • The BCP Stockholder Parties control the direction of our business and the concentrated ownership of our common stock will prevent other stockholders from influencing significant decisions.
  • We are a “controlled company” within the meaning of the rules of NYSE and rely on exemptions from certain corporate governance requirements.
  • Restrictions in our revolving credit facility could adversely affect our operating flexibility.
  • The terms of our revolving credit facility may restrict our ability to pay dividends.
  • We cannot guarantee that our Repurchase Program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stock and could diminish our cash reserves.
  • General Risk Factors
  • Future litigation could have a material adverse effect on our business, financial condition and results of operations.
  • Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from growing.
  • We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our business, financial condition and results of operations.
  • If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may be unable to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
  • The requirements of being a public company require significant resources and management attention and result in significant legal and financial compliance costs, and changing laws, regulations and standards are creating uncertainty for public companies.

Legal proceedings

Information concerning legal proceedings is provided in Item 8 of Part II, “Financial Statements and Supplementary Data – Note 6 – Commitments and Contingencies – Legal Matters” and is incorporated by reference herein.

The opening of Item 3, Legal Proceedings.20

Sources

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