CHWY: Material agreement · New financial obligation

Item 1.01 Entry into a Material Definitive Agreement. Term Loan On June 23, 2026, Chewy, Inc. (the “Company”) entered into a new seven-year senior secured term loan credit facility (the “Term Loan Credit Facility”), pursuant to a Term Loan Credit Agreement, dated as of June 23, 2026, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and certain other lenders from time to time party thereto (the “Term Loan Credit Agreement”). The Term Loan Credit Facility provides term loans in an aggregate principal amount of $600.0 million. The proceeds of the Term Loan Credit Facility, together with cash on hand, may be used to pay fees, premiums, costs and expenses related to the incurrence of the facility and the related transactions and, to the extent not so applied, for general corporate purposes and/or working capital requirements. Borrowings under the Term Loan Credit Agreement bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either a base rate or a Term SOFR rate. The applicable margin is 1.75% for Term SOFR loans and 0.75% for base rate loans. The Term Loan Credit Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of such term loan facility, with the balance being payable on the date that is seven years after the closing of the facility. All obligations under the Term Loan Credit Agreement are guaranteed by the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions, and secured, subject to permitted liens and other exceptions, by a perfected first-priority or second-priority security interest, as applicable, in substantially all of the Company’s assets. The Term Loan Credit Agreement co