CHEWY, INC., 10-K filed on 3/26/2025
Annual Report
v3.25.1
Cover Page - USD ($)
$ in Billions
12 Months Ended
Feb. 02, 2025
Mar. 19, 2025
Jul. 26, 2024
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Feb. 02, 2025    
Current Fiscal Year End Date --02-02    
Document Transition Report false    
Entity File Number 001-38936    
Entity Registrant Name CHEWY, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 90-1020167    
Entity Address, Address Line One 7700 West Sunrise Boulevard    
Entity Address, City or Town Plantation    
Entity Address, State or Province FL    
Entity Address, Postal Zip Code 33322    
City Area Code 786    
Local Phone Number 320-7111    
Title of 12(b) Security Class A Common Stock, par value $0.01 per share    
Trading Symbol CHWY    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Emerging Growth Company false    
Entity Small Business false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 3.5
Documents Incorporated by Reference
Portions of the registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant's Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended February 2, 2025.
   
Entity Central Index Key 0001766502    
Amendment Flag false    
Fiscal Period Focus FY    
Fiscal Year Focus 2024    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   193,939,665  
Class B Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   219,698,561  
v3.25.1
Audit Information
12 Months Ended
Feb. 02, 2025
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location Boca Raton, Florida
v3.25.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Current assets:    
Cash and cash equivalents $ 595,765 $ 602,232
Marketable securities 899 531,785
Accounts receivable 169,031 154,043
Inventories 836,695 719,273
Prepaid expenses and other current assets 59,976 97,015
Total current assets 1,662,366 2,104,348
Property and equipment, net 562,180 521,298
Operating lease right-of-use assets 450,393 474,617
Goodwill 39,442 39,442
Deferred tax assets 257,453 0
Other non-current assets 42,693 47,146
Total assets 3,014,527 3,186,851
Current liabilities:    
Trade accounts payable 1,175,869 1,104,940
Accrued expenses and other current liabilities 1,030,854 1,005,937
Total current liabilities 2,206,723 2,110,877
Operating lease liabilities 502,404 527,795
Other long-term liabilities 43,941 37,935
Total liabilities 2,753,068 2,676,607
Commitments and contingencies (Note 7)
Stockholders’ equity:    
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized, no shares issued and outstanding as of February 2, 2025 and January 28, 2024 0 0
Additional paid-in capital 1,840,160 2,481,984
Accumulated deficit (1,582,914) (1,975,652)
Accumulated other comprehensive income (loss) 77 (406)
Total stockholders’ equity 261,459 510,244
Total liabilities and stockholders’ equity 3,014,527 3,186,851
Class A Common Stock    
Stockholders’ equity:    
Common stock 1,939 1,329
Class B Common Stock    
Stockholders’ equity:    
Common stock $ 2,197 $ 2,989
v3.25.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Feb. 02, 2025
Jan. 28, 2024
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 5,000,000 5,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 1,500,000,000 1,500,000,000
Common stock, issued (in shares) 193,892,875 132,913,046
Common stock, outstanding (in shares) 193,892,875 132,913,046
Class B common stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 395,000,000 395,000,000
Common stock, issued (in shares) 219,698,561 298,863,356
Common stock, outstanding (in shares) 219,698,561 298,863,356
v3.25.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Income Statement [Abstract]      
Net sales $ 11,861,335 $ 11,147,720 $ 10,119,000
Cost of goods sold 8,393,631 7,986,202 7,284,505
Gross profit 3,467,704 3,161,518 2,834,495
Operating expenses:      
Selling, general and administrative 2,551,004 2,442,683 2,128,688
Advertising and marketing 804,113 742,460 649,386
Total operating expenses 3,355,117 3,185,143 2,778,074
Income (loss) from operations 112,587 (23,625) 56,421
Interest income, net 35,068 58,501 9,290
Other income (expense), net 4,038 13,354 (13,166)
Income before income tax (benefit) provision 151,693 48,230 52,545
Income tax (benefit) provision (241,045) 8,650 2,646
Net income 392,738 39,580 49,899
Other comprehensive income      
Net income 392,738 39,580 49,899
Foreign currency translation adjustments 483 (406) 0
Comprehensive income $ 393,221 $ 39,174 $ 49,899
Earnings per share attributable to common Class A and Class B stockholders:      
Basic (in dollars per share) $ 0.93 $ 0.09 $ 0.12
Diluted (in dollars per share) $ 0.91 $ 0.09 $ 0.12
Weighted-average common shares used in computing earnings per share:      
Basic (in shares) 421,351 429,457 422,331
Diluted (in shares) 430,990 432,040 427,770
v3.25.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
shares in Thousands, $ in Thousands
Total
Class A and Class B Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period (in shares) at Jan. 30, 2022   420,106      
Balance at beginning of period at Jan. 30, 2022 $ (39,620) $ 4,201 $ 2,021,310 $ (2,065,131) $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation expense 158,122   158,122    
Vesting of share-based compensation awards (in shares)   5,109      
Vesting of share-based compensation awards 0 $ 51 (51)    
Tax withholdings for share-based compensation awards (in shares)   (53)      
Tax withholdings for share-based compensation awards (2,475) $ (1) (2,474)    
Distribution to parent (in shares)   187      
Distribution to parent 0 $ 2 (2)    
Tax sharing agreement with related parties (5,658)   (5,658)    
Net income 49,899     49,899  
Balance at end of period (in shares) at Jan. 29, 2023   425,349      
Balance at end of period at Jan. 29, 2023 160,268 $ 4,253 2,171,247 (2,015,232) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation expense 239,106   239,106    
Vesting of share-based compensation awards (in shares)   6,334      
Vesting of share-based compensation awards 0 $ 64 (64)    
Tax withholdings for share-based compensation awards (5)   (5)    
Distribution to parent (in shares)   93      
Distribution to parent 0 $ 1 (1)    
Tax sharing agreement with related parties (4,999)   (4,999)    
Noncash settlement with related parties 54,734   54,734    
Capital contribution from parent reorganization transaction 21,966   21,966    
Net income 39,580     39,580  
Other comprehensive income (406)       (406)
Balance at end of period (in shares) at Jan. 28, 2024   431,776      
Balance at end of period at Jan. 28, 2024 510,244 $ 4,318 2,481,984 (1,975,652) (406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation expense 306,435   306,435    
Vesting of share-based compensation awards (in shares)   14,606      
Vesting of share-based compensation awards 0 $ 146 (146)    
Tax withholdings for share-based compensation awards (12)   (12)    
Repurchases of common stock (in shares)   (32,791)      
Repurchases of common stock (948,429) $ (328) (948,101)    
Net income 392,738     392,738  
Other comprehensive income 483       483
Balance at end of period (in shares) at Feb. 02, 2025   413,591      
Balance at end of period at Feb. 02, 2025 $ 261,459 $ 4,136 $ 1,840,160 $ (1,582,914) $ 77
v3.25.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Cash flows from operating activities      
Net income $ 392,738 $ 39,580 $ 49,899
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 114,557 109,693 83,440
Share-based compensation expense 306,435 239,107 158,122
Non-cash lease expense 32,951 37,818 39,389
Change in fair value of equity warrants and investments (1,504) (13,069) 13,340
Total deferred benefit (257,453) 0 0
Unrealized foreign currency losses (gains), net 1,122 (391) 0
Other 1,049 3,914 1,072
Net change in operating assets and liabilities:      
Accounts receivable (15,069) (27,072) (2,573)
Inventories (117,814) (41,259) (115,261)
Prepaid expenses and other current assets (14,049) (50,099) (10,964)
Other non-current assets 3,543 (29,942) 1,114
Trade accounts payable 71,080 71,762 147,465
Accrued expenses and other current liabilities 109,682 152,329 7,932
Operating lease liabilities (32,018) (27,179) (21,632)
Other long-term liabilities 1,075 21,019 (1,566)
Net cash provided by operating activities 596,325 486,211 349,777
Cash flows from investing activities      
Capital expenditures (143,831) (143,282) (230,310)
Proceeds from sales and maturities of marketable securities 538,402 3,078,000 200,000
Purchases of marketable securities 0 (3,221,714) (543,761)
Cash paid for acquisition of business, net of cash acquired 0 (367) (40,033)
Other 0 0 (1,400)
Net cash provided by (used in) investing activities 394,571 (287,363) (615,504)
Cash flows from financing activities      
Repurchases of common stock (942,848) 0 0
Income taxes paid for, net of proceeds from, parent reorganization transaction (51,949) 60,601 0
Payments of secondary offering costs (1,066) 0 0
Principal repayments of finance lease obligations (866) (510) (681)
Capital contribution from parent reorganization transaction 0 21,966 0
Payments for tax sharing agreement with related parties 0 (10,279) (2,828)
Other (13) (180) (3,225)
Net cash (used in) provided by financing activities (996,742) 71,598 (6,734)
Effect of exchange rate changes on cash and cash equivalents (621) 145 0
Net (decrease) increase in cash and cash equivalents (6,467) 270,591 (272,461)
Cash and cash equivalents, as of beginning of period 602,232 331,641 604,102
Cash and cash equivalents, as of end of period $ 595,765 $ 602,232 $ 331,641
v3.25.1
Description of Business
12 Months Ended
Feb. 02, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Chewy, Inc. and its wholly-owned subsidiaries (collectively “Chewy” or the “Company”) is primarily an e-commerce business geared toward pet products and services. Chewy serves its customers through its retail websites, and its mobile applications and focuses on delivering exceptional customer service, competitive prices, outstanding convenience (including Chewy’s Autoship subscription program, fast shipping, and hassle-free returns), and a large selection of high-quality pet food, treats and supplies, and pet healthcare products and services.

The Company is controlled by a consortium including private investment funds advised by BC Partners Advisors LP (“BC Partners”) and its affiliates, La Caisse de dépôt et placement du Québec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP and funds advised by Longview Asset Management, LLC (collectively, the “Sponsors”).

On October 30, 2023 (the “Closing Date”), the Company entered into certain transactions (the “Transactions”) with affiliates of BC Partners pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). The Transactions resulted in such affiliates restructuring their ownership interests in the Company and Chewy Pharmacy KY, LLC (“Chewy Pharmacy KY”) becoming an indirect wholly-owned subsidiary of the Company.

Contemporaneously with the execution and delivery of the Merger Agreement, the Company and the BC Partners-affiliated stockholders named therein (the “BCP Stockholder Parties”) entered into an Amended and Restated Investor Rights Agreement (the “A&R Investor Rights Agreement”), which amended and restated in its entirety that certain Investor Rights Agreement, dated as of June 13, 2019, by and among the Company and the stockholders identified therein. The A&R Investor Rights Agreement contains changes to the governing arrangements between the BCP Stockholder Parties and the Company, including (i) the gradual elimination of the Company’s dual class share structure through the conversion of the Company’s Class B common stock, par value $0.01 per share (the “Class B common stock”) (ten votes per share) into Class A common stock, par value $0.01 per share (the “Class A common stock” and together with the Class B common stock, the “common stock”) (one vote per share), (ii) certain revisions to the BCP Stockholder Parties director nomination rights which will accelerate the step down of their nomination rights as the economic ownership of the BCP Stockholder Parties decreases following the date that such stockholders no longer hold an aggregate of over 50% of the outstanding Class A and Class B common stock of the Company, (iii) the approval of a disinterested and independent committee of the Company’s board of directors for certain change of control transactions, (iv) certain standstill commitments, and (v) additional transfer restrictions.

On the Closing Date, affiliates of BC Partners transferred $1.9 billion to the Company to be used to fund: (i) tax obligations of its affiliates that were inherited by the Company as a result of the Transactions and (ii) expenses incurred by the Company in connection with the Transactions. The Merger Agreement requires affiliates of BC Partners to indemnify the Company for certain tax liabilities and includes customary indemnifications related to the Transactions. For additional information, see Note 13 – Income Taxes.
v3.25.1
Basis of Presentation and Significant Accounting Policies
12 Months Ended
Feb. 02, 2025
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Basis of Presentation

The Company’s accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).

In connection with the Transactions described in Note 1 – Description of Business, the Company has provided recasted condensed consolidated financial statements and related notes for the historical comparative periods in this 10-K Report reflecting the operations of Chewy Pharmacy KY as part of the Company’s consolidated financial statements. The recasted financial information was accounted for as a common control transaction, with Chewy Pharmacy KY’s net assets transferred at the previous parent company’s historical basis.

Fiscal Year

The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2024 fiscal year ended February 2, 2025 and included 53 weeks (“Fiscal Year 2024”). The Company’s 2023 fiscal year ended January 28, 2024 and included 52 weeks (“Fiscal Year 2023”). The Company’s 2022 fiscal year ended January 29, 2023 and included 52 weeks (“Fiscal Year 2022”).
Principles of Consolidation

The consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.

Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation and equity warrants. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents primarily consist of institutional money market funds, U.S. Treasury securities, certificates of deposit, and commercial paper and are carried at cost, which approximates fair value.

Concentration of Credit Risk

The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents.

Investments

The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities.

Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on the Company’s consolidated statements of operations.

Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s consolidated statements of operations.

The Company holds equity warrants giving it the right to acquire stock of other companies. These warrants are classified as derivative assets and are recorded within other non-current assets on the Company’s consolidated balance sheets with gains and losses recognized in other income (expense), net on the Company’s consolidated statements of operations. These warrants are subject to vesting requirements and the fair value established at contract inception is recognized as a deferred credit reported within other long-term liabilities on the Company’s consolidated balance sheets and is amortized as the vesting requirements are achieved. For more information, see Note 4 - Financial Instruments.
Accounts Receivable

The Company’s accounts receivable are comprised of customer and vendor receivables. The Company’s net customer receivables were $114.2 million and $110.0 million as of February 2, 2025 and January 28, 2024, respectively, and consist of credit and debit card receivables from banks, which typically settle within five business days. The Company’s vendor receivables were $54.8 million and $44.0 million as of February 2, 2025 and January 28, 2024, respectively. The Company does not maintain an allowance for doubtful accounts as neither historical losses on customer and vendor receivables nor future projected losses on such receivables have been or are expected to be significant.

Inventories

The Company’s inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value.

Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of goods sold and historical losses have not been significant.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term (including renewals that are reasonably assured) or the estimated useful lives of the improvements. For internal-use software, external costs and employee payroll expenses directly associated with developing new or enhancing existing software applications are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over the estimated useful life of the software when the project is substantially complete and ready for its intended use.

The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life

Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in the Company’s results of operations for the respective period. For more information, see Note 5 - Property and Equipment, net.

Leases

The Company has operating and finance lease agreements for its fulfillment and customer service centers, veterinary clinics, corporate offices, and certain equipment. The Company determines if an arrangement contains a lease at inception based on the ability to control a physically distinct asset. Operating and finance lease right-of-use assets are recorded in the consolidated balance sheets based on the initial measurement of the lease liability as adjusted to include prepaid rent and initial direct costs less any lease incentives received. Lease liabilities are measured at the commencement date based on the present value of the lease payments over the lease term. Lease payments are generally fixed but may include provisions for future rent increases based on a market index. The Company separately accounts for lease and non-lease components within lease agreements; the non-lease components primarily relate to common area maintenance for real estate leases. The Company uses its incremental borrowing rate to present value the lease liability as key inputs to determine the interest rate implicit in the lease are not shared by lessors.

Operating lease expense is recorded on a straight-line basis over the lease term. Right-of-use assets and lease liabilities for short-term leases are not recognized in the consolidated balance sheets. Payments for short-term leases are recognized in the consolidated statements of operations on a straight-line basis over the lease term.
Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company evaluates goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to first perform a qualitative assessment of its goodwill to determine whether it is necessary to perform a quantitative impairment test. If the Company concludes via the qualitative assessment that it is more likely than not that goodwill is impaired, management performs the quantitative impairment test to evaluate the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair values. An impairment charge is recorded for the amount by which the carrying amounts exceed the fair values of the reporting units, with the loss recognized not exceeding the total amount of goodwill. The Company did not record any goodwill impairment during the periods presented.

Intangible Assets

Intangible assets are recognized and recorded at their acquisition date fair values. Intangible assets are amortized on a straight-line basis over their estimated useful lives with amortization expense included within selling, general and administrative expenses in the consolidated statements of operations. The Company determined the useful lives of its intangible assets based on multiple factors including obsolescence and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Intangible assets, net of accumulated amortization, are included within other non-current assets on the consolidated balance sheets.

The estimated useful lives of intangible assets are as follows:
Developed technology
3 years

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For asset groups held and used, the carrying value of the asset group is considered recoverable when the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment charge would be recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. Impairment charges are recognized within selling, general and administrative expenses in the consolidated statements of operations. Impairment charges recorded by the Company were not material for Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022.

Accrued Expenses and Other Current Liabilities

The following table presents the components of accrued expenses and other current liabilities (in thousands):

As of
February 2, 2025January 28, 2024
Outbound fulfillment$512,135 $491,251 
Advertising and marketing146,338 106,339 
Payroll liabilities89,858 83,880 
Accrued expenses and other282,523 324,467 
Total accrued expenses and other current liabilities$1,030,854 $1,005,937 
Self-Insurance Accruals

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs of medical and workers’ compensation claims. The Company periodically evaluates its level of insurance coverage and adjusts its insurance levels based on risk tolerance and premium expense. Liabilities for the risks the Company retains, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. The Company believes the actuarial methods are appropriate for measuring these self-insurance accruals. However, based on the number of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.

Defined Contribution Plans

The Company maintains a 401(k) defined contribution plan which covers all employees who meet minimum requirements and elect to participate. The Company is currently matching employee contributions, up to specified percentages of those contributions.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses and other current liabilities approximate fair value based on the short-term maturities of these instruments.

Loss Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed.
Revenue Recognition

Chewy primarily recognizes revenues from product sales when the customer orders an item through Chewy’s websites or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is shipped from one of the Company’s fulfillment centers and delivered to the carrier. Certain products are shipped directly from manufacturers to Chewy customers. For all of the preceding, the Company is considered to be a principal to these transactions and revenue is recognized on a gross basis as the Company is (i) the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and provides the primary customer service for all products sold on Chewy’s websites or mobile applications, (ii) has inventory risk before the products have been transferred to a customer and maintains inventory risk upon accepting returns, and (iii) has discretion in establishing the price for the specified products sold on Chewy’s websites or mobile applications.

Chewy primarily generates net sales from sales of pet food, pet products, pet medications and other pet health products, and related shipping fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. To encourage customers to purchase its products, the Company periodically provides incentive offers. Generally, these promotions include current discount offers, such as percentage discounts off current purchases and other similar offers. These offers, when accepted by customers, are treated as a reduction to the transaction price. Revenue typically consists of the consideration received from the customer when the order is executed less a refund allowance, which is estimated using historical experience.

Taxes collected from customers for remittance to governmental authorities are excluded from net sales.

Cost of Goods Sold

Cost of goods sold includes the purchase price of inventory sold, freight costs associated with inventory, shipping supply costs, inventory shrinkage costs and valuation adjustments and reductions for promotions and discounts offered by the Company’s vendors.

Vendor Rebates

The Company has agreements with vendors to receive either percentage or volume rebates. Additionally, certain vendors provide funding for discounts relating to the Autoship subscription program which are passed on to the Company’s customers. The Company primarily receives agreed upon percentage rebates from vendors, however, certain of its vendor rebates are dependent upon reaching minimum purchase thresholds. In these instances, the Company evaluates the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, the Company records a portion of the rebate as it makes progress towards the purchase threshold. The Company also receives vendor funding in the form of advertising agreements related to general marketing activities. Amounts received from vendors are considered a reduction of the carrying value of the Company’s inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations.

Vendor Concentration Risk

The Company purchases inventory from an assortment of vendors worldwide. Sales of products from the Company’s three largest vendors represented approximately 39%, 39%, and 38% of the Company’s net sales for Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, respectively.

Selling, General and Administrative

Selling, general and administrative expenses consist of fulfillment costs incurred in operating and staffing fulfillment centers, customer service centers, and veterinary clinics; payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal, and human resources; costs associated with the use of facilities and equipment, such as depreciation expense and rent; share-based compensation expense, professional fees and other general corporate costs.

Fulfillment

Fulfillment costs include costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, providing pet health services, and responding to inquiries from customers. For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded fulfillment costs of $1.3 billion, $1.3 billion, and $1.2 billion, respectively. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards. For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded merchant processing fees of $250.5 million, $234.0 million, and $207.7 million, respectively.
Share-Based Compensation

The Company recognizes share-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units subject to service-based and company performance-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of restricted stock units subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each restricted stock unit is amortized over the requisite service period.

Advertising and Marketing

Advertising and marketing expenses primarily consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities. Advertising and marketing costs are expensed in the period that the advertising first takes place.

Interest Income (Expense), net

The Company generates interest income from its cash and cash equivalents and marketable securities and incurs interest expense in relation to its borrowing facilities, finance leases, and uncertain tax positions. The following table provides additional information about the Company’s interest income (expense), net (in thousands):

Fiscal Year
202420232022
Interest income$40,587 $62,083 $11,865 
Interest expense(5,519)(3,582)(2,575)
Interest income, net$35,068 $58,501 $9,290 

The Company made interest cash payments of $2.7 million, $2.9 million, and $2.1 million for Fiscal Years 2024, 2023, and 2022, respectively.

Other Income (Expense), net

The Company’s other income (expense), net consists of: (i) changes in the fair value of equity warrants, investments, and tax indemnification receivables, (ii) foreign currency transaction losses and gains, and (iii) allowances for credit losses. The following table provides additional information about the Company’s other (expense) income, net (in thousands):

Fiscal Year
202420232022
Change in fair value of unvested equity warrants$2,369 $13,079 $(13,340)
Change in fair value of tax indemnification receivables2,042 — — 
Change in fair value of equity investments432 (10)— 
Foreign currency transaction (losses) gains(805)285 174 
Other income (expense), net$4,038 $13,354 $(13,166)

Income and Other Taxes

Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax earnings and losses, differences between tax laws and accounting rules, statutory tax rates, uncertain tax positions, and valuation allowances. Valuation allowances are established when, in the Company’s judgment, it is more likely than not that its deferred tax assets will not be realized based on all available evidence. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.
Chewy determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company records interest related to uncertain tax positions within interest expense in the consolidated statements of operations and within other long-term liabilities on the Company’s consolidated balance sheets.

The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists. The Company maintains liabilities for potential exposure in states where taxability is uncertain and the Company did not collect sales tax.

Segment Information

Operating segments are defined as components of an entity that engage in business activities for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company operates in one operating segment and one reportable segment. For more information, see Note 11 - Segment Information.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this Accounting Standards Update (“ASU”) to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update became effective at the beginning of the Company’s 2024 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update became effective with the Company’s Fiscal Year 2024 annual reporting period. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and resulted in additional segment disclosures within Note 11 – Segment Information.

Recently Issued Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Company’s 2027 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
v3.25.1
Acquisitions
12 Months Ended
Feb. 02, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Petabyte Acquisition

On October 23, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Petabyte Merger Agreement”) with Petabyte Technology Inc. (“Petabyte”), a Delaware corporation. Under the terms of the Petabyte Merger Agreement, the Company and Petabyte effected a merger on November 7, 2022, and Petabyte became a wholly-owned subsidiary of the Company. Headquartered in Bellevue, Washington, Petabyte is a provider of cloud-based technology solutions to the veterinary sector and the acquisition is expected to further strengthen the Company’s pet healthcare product and service offering.
The following table reconciles the purchase price to the cash paid for the acquisition, net of cash acquired (in thousands):

Purchase price$43,281 
Less: cash acquired2,881 
Cash paid for acquisition of business, net of cash acquired$40,400 

The Petabyte transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Assets acquired:
Cash and cash equivalents$2,881 
Accounts receivable104 
Goodwill39,442 
Identified intangible assets1,510 
Other current and non-current assets318 
Liabilities assumed:
Other current and long-term liabilities(974)
Purchase price$43,281 

Pro forma information for the Petabyte acquisition has not been provided as the impact was not material to the Company’s consolidated results of operations.

In connection with this acquisition the Company recorded goodwill of $39.4 million, none of which is deductible for tax purposes. The identified intangible assets consisted of $1.5 million of developed technology with an amortization period of 3.0 years.
v3.25.1
Financial Instruments
12 Months Ended
Feb. 02, 2025
Investments, Debt and Equity Securities [Abstract]  
Financial Instruments Financial Instruments
Cash equivalents are carried at cost, which approximates fair value and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Marketable securities are carried at fair value and are classified within Level 1 because they are valued using quoted market prices. Specific to marketable fixed income securities, the Company did not record any gross unrealized gains and losses as fair value approximates amortized cost. The Company did not record any credit losses during Fiscal Year 2024. Further, as of February 2, 2025, the Company did not record an allowance for credit losses related to its fixed income securities.

Equity investments in public companies that have readily determinable fair values are carried at fair value and are classified within Level 1 because they are valued using quoted market prices.

Equity warrants are classified within Level 3 because they are valued based on observable and unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. The Company utilized certain valuation techniques such as the Black-Scholes option-pricing model and the Monte Carlo simulation model to determine the fair value of equity warrants. The application of these models requires the use of a number of complex assumptions based on unobservable inputs, including the expected term, expected equity volatility, discounts for lack of marketability, cash flow projections, and probability with respect to vesting requirements.
The following table includes a summary of financial instruments measured at fair value as of February 2, 2025 (in thousands):

Level 1Level 2Level 3
Cash$595,765 $— $— 
Cash and cash equivalents595,765 — — 
Equity investments899 — — 
Marketable securities899 — — 
Unvested equity warrants
— — 4,895 
Total financial instruments$596,664 $— $4,895 

The following table includes a summary of financial instruments measured at fair value as of January 28, 2024 (in thousands):

Level 1Level 2Level 3
Cash$602,232 $— $— 
Cash and cash equivalents602,232 — — 
U.S. Treasury securities531,592 — — 
Equity investments193 — — 
Marketable securities531,785 — — 
Unvested equity warrants— — 2,219 
Total financial instruments$1,134,017 $— $2,219 

The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands):

Fiscal Year
20242023
Beginning balance$2,219 $31,622 
Change in fair value of unvested equity warrants5,927 (29,403)
Equity warrants vested(3,251)— 
Ending balance$4,895 $2,219 

As of February 2, 2025 and January 28, 2024, the deferred credit subject to vesting requirements recognized within other long-term liabilities in exchange for the equity warrants was $4.5 million and $1.9 million, respectively.

The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of February 2, 2025:

 Range
  Fair Value
(in thousands)
 Valuation Techniques Unobservable InputMinMaxWeighted Average
 Equity warrants$4,895 Black-Scholes and Monte Carlo Probability of vesting0%25%17%
Equity volatility35%85%76%
v3.25.1
Property and Equipment, net
12 Months Ended
Feb. 02, 2025
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
The following is a summary of property and equipment, net (in thousands):

As of
February 2, 2025January 28, 2024
Furniture, fixtures and equipment$208,252 $174,092 
Computer equipment78,019 75,677 
Internal-use software230,029 183,380 
Leasehold improvements327,905 312,123 
Construction in progress130,045 82,014 
974,250 827,286 
Less: accumulated depreciation and amortization412,070 305,988 
Property and equipment, net$562,180 $521,298 

Internal-use software includes labor and license costs associated with software development for internal use. As of February 2, 2025 and January 28, 2024, the Company had accumulated amortization related to internal-use software of $125.1 million and $87.5 million, respectively.

Construction in progress is stated at cost, which includes the cost of construction and other directly attributable costs. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use.
For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded depreciation expense on property and equipment of $73.4 million, $75.6 million, and $57.5 million, respectively, and amortization expense related to internal-use software costs of $37.6 million, $30.2 million, and $22.4 million, respectively. The aforementioned depreciation and amortization expenses were included within selling, general and administrative expenses in the consolidated statements of operations.
v3.25.1
Identified Intangible Assets
12 Months Ended
Feb. 02, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Identified Intangible Assets Identified Intangible Assets
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of February 2, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(11,218)$378 0.1
Total intangible assets$11,596 $(11,218)$378 0.1

For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded amortization expense related to intangible assets of $3.6 million, $3.9 million, and $3.5 million, respectively. The Company expects to record future amortization of intangible assets of $0.4 million during Fiscal Year 2025.
v3.25.1
Commitments and Contingencies
12 Months Ended
Feb. 02, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Legal Matters
Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
v3.25.1
Debt
12 Months Ended
Feb. 02, 2025
Debt Disclosure [Abstract]  
Debt Debt
ABL Credit Facility

The Company has a senior secured asset-based credit facility (the “ABL Credit Facility”) which matures on August 27, 2026 and provides for non-amortizing revolving loans in an aggregate principal amount of up to $800 million, subject to a borrowing base comprised of, among other things, inventory and sales receivables (subject to certain reserves). The ABL Credit Facility provides the right to request incremental commitments and add incremental asset-based revolving loan facilities in an aggregate principal amount of up to $250 million, subject to customary conditions.

Borrowings under the ABL Credit Facility 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 Secured Overnight Financing Rate (“SOFR”). The applicable margin is generally determined based on the average excess liquidity during the immediately preceding fiscal quarter as a percentage of the maximum borrowing amount under the ABL Credit Facility, and is between 0.25% and 0.75% per annum for base rate loans and between 1.25% and 1.75% per annum for term SOFR loans. The Company is also required to pay a commitment fee of 0.25% per annum with respect to the undrawn portion of the commitments, which is generally based on average daily usage of the facility.

All obligations under the ABL Credit Facility are guaranteed on a senior secured first-lien basis 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 security interest in substantially all of the Company’s and its wholly-owned domestic subsidiaries’ assets. The ABL Credit Facility contains customary covenants, with which the Company is in compliance.

The ABL Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0:1.0 if excess liquidity under the facility is less than the greater of 10% of the maximum borrowing amount and $72.0 million for a certain period of time. The ABL Credit Facility also contains certain customary events of default for facilities of this type, including an event of default upon a change in control. Based on the Company’s borrowing base as of February 2, 2025, which is reduced by standby letters of credit, the Company had $782.6 million of borrowing capacity under the ABL Credit Facility. As of February 2, 2025, the Company had no outstanding borrowings under the ABL Credit Facility.
v3.25.1
Leases
12 Months Ended
Feb. 02, 2025
Leases [Abstract]  
Leases Leases
The Company leases all of its fulfillment and customer service centers and corporate offices under non-cancelable operating lease agreements. The terms of the Company’s real estate leases generally range from 5 to 15 years and typically allow for the leases to be renewed for up to three additional five-year terms. Fulfillment and customer service center, veterinary clinic, and corporate office leases expire at various dates through 2038, excluding renewal options. The Company also leases certain equipment under operating and finance leases. The terms of equipment leases generally range from 3 to 5 years and do not contain renewal options. These leases expire at various dates through 2025.

The Company’s finance leases as of February 2, 2025 and January 28, 2024 were not material and were included in property and equipment, net, on the Company’s consolidated balance sheets.
The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets (in thousands):

As of
LeasesBalance Sheet ClassificationFebruary 2, 2025January 28, 2024
Assets
OperatingOperating lease right-of-use assets$450,393 $474,617 
Total operating lease assets$450,393 $474,617 
Liabilities
Current
OperatingAccrued expenses and other current liabilities$33,519 $29,003 
Non-current
OperatingOperating lease liabilities502,404 527,795 
Total operating lease liabilities$535,923 $556,798 

For Fiscal Year 2024 and Fiscal Year 2023, assets acquired in exchange for new operating lease liabilities were $9.1 million and $106.3 million, respectively. Lease expense primarily related to operating lease costs and were included within selling, general and administrative expenses in the consolidated statements of operations. For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded lease expense of $107.0 million, $104.4 million, and $90.9 million of which short-term and variable lease payments were $28.3 million, $24.8 million, and $18.9 million respectively.

As of February 2, 2025, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 11.0 years and 8.3%, respectively. As of January 28, 2024, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 11.8 years and 8.4%, respectively.

Cash flows used in operating activities related to operating leases were approximately $105.2 million, $95.7 million, and $76.8 million for Fiscal Years 2024, 2023, and 2022, respectively.

The table below presents the maturity of lease liabilities as of February 2, 2025 (in thousands):

Operating Leases
2025$79,396 
202670,238 
202772,662 
202873,648 
202973,474 
Thereafter468,314 
Total lease payments837,732 
Less: interest301,809 
Present value of lease liabilities$535,923 

The table above includes all locations for which the Company had the right to control the use of the property. In addition, as of February 2, 2025, the Company had lease arrangements which had not yet commenced with total future lease payments of $13.0 million. The weighted-average lease term for these lease arrangements is approximately 10.1 years.

The Company maintains arrangements with certain local government agencies which provide for certain ad valorem tax incentives in connection with the Company’s capital investment in property, plant, and equipment purchases to outfit new facilities over a specified timeframe. To facilitate the incentives, the Company conveys the purchased equipment to the local government agency and will lease the equipment from such agency for nominal consideration. Upon termination of the lease, including early termination, the equipment will be conveyed to the Company for a nominal fee.
v3.25.1
Stockholders’ Equity (Deficit)
12 Months Ended
Feb. 02, 2025
Equity [Abstract]  
Stockholders’ Equity (Deficit) Stockholders’ Equity (Deficit)
Common Stock

Voting Rights

Holders of the Company’s Class A and Class B common stock are entitled to vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of the Company, unless otherwise required by law or the Company’s amended and restated certificate of incorporation. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.

Dividends

Subject to the preferences applicable to any series of preferred stock, if any, outstanding, holders of Class A and Class B common stock are entitled to share equally, on a per share basis, in dividends and other distributions of cash, property or securities of the Company.

Liquidation

Subject to the preferences applicable to any series of preferred stock, if any, outstanding, in the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, all assets of the Company available for distribution to common stockholders would be divided among and paid ratably to holders of Class A and Class B common stock.

Share Repurchase Activity

Share Repurchase Program

On May 24, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $500 million of its Class A common stock and/or Class B common stock pursuant to a share repurchase program (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, through repurchases made in compliance with Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or other means. The actual timing and amount of any share repurchases remains subject to a variety of factors, including stock price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. The Repurchase Program does not require the Company to repurchase any specific dollar amount or to acquire any any specific number of shares of common stock. The Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time.

Stock Repurchase Agreement

On June 26, 2024, the Company entered into an agreement (the “Stock Repurchase Agreement”) with Buddy Chester Sub LLC, an entity affiliated with the Sponsors (the “Seller”), to repurchase an aggregate of 17,550,000 shares of Class A common stock from the Seller at a price per share of $28.49, resulting in an aggregate repurchase price of $500 million (the “Stock Repurchase”). The Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

September 2024 Secondary Offering and Concurrent Stock Repurchase

On September 19, 2024, the Company entered into an underwriting agreement (the “September 2024 Underwriting Agreement”) with the Seller and Morgan Stanley & Co, LLC, relating to the offer and sale by the Seller of 16,666,667 shares of Class A common stock at a price to the public of $30.00 per share (the “September 2024 Secondary Offering”). In addition, the Seller granted Morgan Stanley & Co, LLC a 30-day option to purchase up to an additional 2,500,000 shares of Class A common stock, which was exercised with respect to 1,250,000 shares of Class A common stock (the “September 2024 Option Shares Offering”). The Company did not sell any shares of Class A common stock and did not receive any proceeds in connection with either of the September 2024 Secondary Offering or the September 2024 Option Shares Offering. Additionally, on September 18, 2024, the Company entered into an agreement (the “September 2024 Concurrent Stock Repurchase Agreement”) with the Seller, to repurchase $300 million of shares of Class A common stock from the Seller at a price per share of $29.40, resulting in the repurchase of an aggregate of 10,204,081 shares of Class A common stock (the “September 2024 Concurrent Stock Repurchase”). The September 2024 Concurrent Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The September 2024 Secondary Offering and September 2024 Concurrent Stock Repurchase closed on September 23, 2024. The September 2024 Option Shares Offering closed on October 15, 2024.
December 2024 Secondary Offering and Concurrent Stock Repurchase

On December 11, 2024, the Company entered into an underwriting agreement (the “December 2024 Underwriting Agreement”) with the Seller and Barclays Capital, Inc. relating to the offer and sale by the Seller of 15,852,886 shares of Class A common stock at a price to the public of $31.54 per share (the “December 2024 Secondary Offering”). In addition, the Seller granted Barclays Capital, Inc. a 30-day option to purchase up to an additional 2,377,932 shares of Class A common stock, which was exercised with respect to 2,377,932 shares of Class A common stock (the “December 2024 Option Shares Offering”). The Company did not sell any shares of Class A common stock and did not receive any proceeds in connection with either of the December 2024 Secondary Offering or the December 2024 Option Shares Offering. Additionally, on December 9, 2024, the Company entered into an agreement (the “December 2024 Concurrent Stock Repurchase Agreement”) with the Seller, to repurchase $50 million of shares of Class A common stock from the Seller at a price per share of $31.32, resulting in the repurchase of an aggregate of 1,596,424 shares of Class A common stock (the “December 2024 Concurrent Stock Repurchase”). The December 2024 Concurrent Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The December 2024 Secondary Offering, December 2024 Option Shares Offering, and December 2024 Concurrent Stock Repurchase closed on December 13, 2024.

The total cost of repurchased shares of Class A common stock in excess of par value, including the cost of commissions and excise taxes, is recorded to additional paid-in capital. The total cost for share repurchases executed and unpaid, as well as the cost of unpaid commissions and excise taxes, are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. During Fiscal Year 2024, 3,439,858, 17,550,000, 10,204,081, and 1,596,424 shares of Class A common stock were repurchased and subsequently cancelled and retired pursuant to the Repurchase Program, the Stock Repurchase Agreement, the September 2024 Concurrent Stock Repurchase, and the December 2024 Concurrent Stock Repurchase for a total cost of $93.3 million, $500.0 million, $300.0 million, and $50.0 million, respectively, excluding the cost of commissions and excise taxes. The authorized value of shares available to be repurchased under the Repurchase Program excludes the cost of commissions and excise taxes and as of February 2, 2025, the remaining value of shares of common stock that were authorized to be repurchased under the Repurchase Program was $406.7 million. As of February 2, 2025, the total unpaid cost of share repurchases was $5.6 million, which included $5.1 million for excise taxes.

Conversion of Class B Common Stock

Voluntary Conversion

Each share of Class B common stock is convertible into one fully paid and nonassessable share of Class A common stock at the option of the holder thereof with the prior written consent of the Company.

On May 8, 2020, Buddy Chester Sub LLC, a wholly-owned subsidiary of the Sponsors, converted 17,584,098 shares of the Company’s Class B common stock into Class A common stock. On May 11, 2020, Buddy Chester Sub LLC entered into a variable forward purchase agreement (the “Contract”) to deliver up to 17,584,098 shares of the Company’s Class A common stock at the exchange date, with the number of shares to be issued based on the trading price of the Company’s common stock during a 20-day observation period. On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC settled its obligations under the Contract and delivered a total of 17,584,098 shares.

On January 9, 2024, Buddy Chester Sub LLC converted 12,325,000 shares of the Company’s Class B common stock into Class A common stock and sold such Class A common stock.

On June 26, 2024, Buddy Chester Sub LLC converted 17,550,000 shares of Class B common stock into Class A common stock contemporaneously with the execution and delivery of the Stock Repurchase Agreement.

On June 27, 2024, Buddy Chester Sub LLC converted 5,328,543 shares of Class B common stock into Class A common stock and sold such Class A common stock.

On July 1, 2024, Buddy Chester Sub LLC converted 1,338,262 shares of the Class B common stock into Class A common stock and sold such Class A common stock.

On September 23, 2024, Buddy Chester Sub LLC converted 26,870,748 shares of Class B common stock into Class A common stock contemporaneously with the closing of the September 2024 Secondary Offering and September 2024 Concurrent Stock Repurchase.

On October 15, 2024, in connection with the September 2024 Option Shares Offering, Buddy Chester Sub LLC converted 1,250,000 shares of Class B common stock into Class A common stock and sold these shares to Morgan Stanley & Co, LLC.
On December 13, 2024, Buddy Chester Sub LLC converted 17,449,310 shares of Class B common stock into Class A common stock contemporaneously with the closing of the December 2024 Secondary Offering and December 2024 Concurrent Stock Repurchase.

On December 13, 2024, in connection with the December 2024 Option Shares Offering, Buddy Chester Sub LLC converted 2,377,932 shares of Class B common stock into Class A common stock and sold these shares to Barclays Capital, Inc.

On January 6, 2025, Buddy Chester Sub LLC converted 7,000,000 shares of Class B common stock into Class A common stock and sold such Class A common stock.

Automatic Conversion

All shares of Class B common stock shall automatically, without further action by any holder, be converted into an identical number of shares of fully paid and nonassessable Class A common stock (i) on the first trading day on or after the date on which the outstanding shares of Class B common stock constitute less than 7.5% of the aggregate number of shares of common stock then outstanding, or (ii) upon the occurrence of an event, specified by the affirmative vote (or written consent) of the holders of a majority of the then-outstanding shares of Class B common stock, voting as a separate class.

In addition, each share of Class B common stock will convert automatically into one share of Class A common stock (i) upon the sale or transfer of such share of Class B common stock, except for certain transfers described in the Company’s amended and restated certificate of incorporation, including transfers to affiliates of the holder and another holder of Class B common stock, or (ii) if the holder is not an affiliate of any of the Sponsors.

Preferred Stock

Preferred stock may be issued from time to time by the Company for such consideration as may be fixed by the board of directors. Except as otherwise required by law, holders of any series of preferred stock shall be entitled to only such voting rights, if any, as shall expressly be granted by the Company’s amended and restated certificate of incorporation (including any certificate of designation relating to such series of preferred stock).
v3.25.1
Segment Information
12 Months Ended
Feb. 02, 2025
Segment Reporting [Abstract]  
Segment Information Segment Information
The Company operates in one operating segment and one reportable segment organized around the sale of pet products and services, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM utilizes gross profit and net income as the measures of segment profit.

The following table presents information about the Company’s measures of segment profit and significant segment expenses regularly provided to the CODM (in thousands):

Fiscal Year
202420232022
Net sales$11,861,335 $11,147,720 $10,119,000 
Cost of goods sold8,393,631 7,986,202 7,284,505 
Gross profit3,467,704 3,161,518 2,834,495 
Fulfillment costs1,309,385 1,286,213 1,209,193 
Share-based compensation expense and related taxes332,085 248,543 163,211 
Depreciation and amortization114,557 109,693 83,440 
Other selling, general, and administrative expenses794,977 798,234 672,844 
Advertising and marketing expenses804,113 742,460 649,386 
Income tax (benefit) provision(241,045)8,650 2,646 
Interest and other (income) expense
(39,106)(71,855)3,876 
Net income$392,738 $39,580 $49,899 

The CODM does not regularly review asset information by reportable segment, and therefore the Company does not report asset information by reportable segment.
v3.25.1
Share-Based Compensation
12 Months Ended
Feb. 02, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
2024 Omnibus Incentive Plan

In July 2024, the Company’s stockholders approved the Chewy, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) replacing the Chewy, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2024 Plan became effective on July 11, 2024 and the maximum number of shares of Class A common stock that may be covered by awards granted under the 2024 Plan may not exceed the aggregate total of (i) 80.0 million shares plus (ii) the number of shares remaining available for new awards under the 2022 Plan as of the effective date, up to 3.1 million shares. Following the effective date, any shares subject to an award under the 2022 Plan or the 2024 Plan that expires or are canceled, forfeited, or terminated without the issuance of the full number of shares to which the award related will again be available for issuance under the 2024 Plan. No awards may be granted under the 2024 Plan after July 2034. The 2024 Plan provides for grants of: (i) options, including incentive stock options and non-qualified stock options, (ii) restricted stock units, (iii) other share-based awards, including share appreciation rights, phantom stock, restricted shares, performance shares, deferred share units, and share-denominated performance units, (iv) cash awards, (v) substitute awards, and (vi) dividend equivalents (collectively, the “awards”). The awards may be granted to (i) the Company’s employees, consultants, and non-employee directors, (ii) employees of the Company’s affiliates and subsidiaries, and (iii) consultants of the Company’s affiliates.

Service-Based Awards

The Company granted restricted stock units with service-based vesting conditions (“RSUs”) which vested subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for RSUs on a straight-line basis over the requisite service period and accounted for forfeitures as they occur.

Service-Based Awards Activity

The following table summarizes the activity related to the Company’s RSUs for Fiscal Year 2024 (in thousands, except for weighted average grant date fair value):
Number of RSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 28, 202417,388 $34.65 
Granted24,293 $17.48 
Vested(14,557)$27.20 
Forfeited(4,597)$26.34 
Unvested and outstanding as of February 2, 202522,527 $22.65 

The following table summarizes the weighted average grant-date fair value of RSUs granted and total fair value of RSUs vested for the periods presented:
Fiscal Year
202420232022
Weighted average grant-date fair value of RSUs$17.48 $31.00 $41.54 
Total fair value of vested RSUs (in millions)$432.2 $154.6 $47.6 

As of February 2, 2025, total unrecognized compensation expense related to unvested RSUs was $465.4 million and is expected to be recognized over a weighted-average expected performance period of 2.5 years.

The fair value for RSUs is established based on the market price of the Company’s Class A common stock on the date of grant.

Service and Performance-Based Awards

The Company granted restricted stock units which vested upon satisfaction of both service-based vesting conditions and company performance-based vesting conditions (“PRSUs”), subject to the employee’s continued employment with the Company through the applicable vesting date. The Company recorded share-based compensation expense for PRSUs over the requisite service period and accounted for forfeitures as they occur.
Service and Performance-Based Awards Activity

The following table summarizes the activity related to the Company’s PRSUs for Fiscal Year 2024 (in thousands, except for weighted average grant date fair value):
Number of PRSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 28, 2024553 $28.49 
Granted1,623 $16.95 
Vested(54)$40.04 
Forfeited(125)$30.25 
Unvested and outstanding as of February 2, 20251,997 $18.69 

The following table summarizes the weighted average grant-date fair value of PRSUs granted and total fair value of PRSUs vested for the periods presented:
Fiscal Year
202420232022
Weighted average grant-date fair value of PRSUs$16.95 $26.91 $43.59 
Total fair value of vested PRSUs (in millions)$1.3 $74.8 $145.5 

As of February 2, 2025, total unrecognized compensation expense related to unvested PRSUs was $22.6 million and is expected to be recognized over a weighted-average expected performance period of 1.8 years.

During Fiscal Year 2023 and Fiscal Year 2022, vesting occurred for 0.1 million and 0.2 million PRSUs, respectively, that were previously granted to an employee of PetSmart LLC (“PetSmart”). For accounting purposes, the issuance of Class A common stock upon vesting of these PRSUs is treated as a distribution to a parent entity because both the Company and PetSmart are controlled by affiliates of BC Partners.

The fair value for PRSUs with a Company performance-based vesting condition is established based on the market price of the Company’s Class A common stock on the date of grant.

As of February 2, 2025, there were 83.5 million additional shares of Class A common stock reserved for future issuance under the 2024 Plan.

Share-Based Compensation Expense

Share-based compensation expense is included within selling, general and administrative expenses in the consolidated statements of operations. The Company recognized share-based compensation expense as follows (in thousands):
Fiscal Year
202420232022
RSUs$294,715 $237,211 $145,412 
PRSUs11,720 1,896 12,710 
Total share-based compensation expense$306,435 $239,107 $158,122 
v3.25.1
Income Taxes
12 Months Ended
Feb. 02, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Chewy is subject to taxation in the U.S. and various state, local, and foreign jurisdictions. Income taxes as presented in the Company’s consolidated financial statements have been prepared based on Chewy’s separate return method. As a result of the Transactions, the Company no longer files consolidated or combined state and local income tax returns with affiliates of BC Partners and no longer considers hypothetical net operating losses or credits associated with such income tax returns.
The following table provides additional information about the Company’s income tax (benefit) provision (in thousands):

Fiscal Year
202420232022
Current
Federal$4,111 $3,243 $262 
State12,281 5,392 2,384 
Foreign16 15 — 
Total current provision$16,408 $8,650 $2,646 
Deferred
Federal$(210,027)$— $— 
State(47,426)— — 
Total deferred benefit(257,453)— — 
Income tax (benefit) provision$(241,045)$8,650 $2,646 

The Company’s effective income tax rate reconciliation is as follows for the periods presented:

Fiscal Year
202420232022
Federal statutory rate21.0 %21.0 %21.0 %
Foreign earnings, net of taxes1.8 %2.8 %— %
State income taxes, net of federal tax benefit8.3 %(4.1)%3.8 %
Change in tax rate— %— %2.5 %
Share-based compensation and other nondeductible expenses5.2 %16.8 %(24.4)%
Tax credits(23.5)%(43.7)%(22.2)%
Other(5.3)%0.9 %3.3 %
Provision to return(4.5)%— %— %
Reserve for uncertain tax positions14.4 %— %— %
Change in valuation allowance(176.3)%24.2 %21.0 %
Effective rate(158.9)%17.9 %5.0 %

The temporary differences which comprise the Company’s deferred taxes are as follows for the periods presented (in thousands):
As of
February 2, 2025January 28, 2024
Deferred tax assets:
Operating lease liabilities $139,172 $144,965 
Inventories13,208 13,313 
Share-based compensation12,488 32,029 
Accrued expenses and reserves15,496 16,495 
Net operating loss carryforwards73,683 130,382 
Tax credit carryforwards60,520 52,166 
Capitalized research expenditures164,042 122,600 
Other7,572 3,248 
Total deferred tax assets486,181 515,198 
Less: valuation allowance21,785 281,119 
Deferred tax assets, net of valuation allowance464,396 234,079 
Deferred tax liabilities:
Operating lease right-of-use assets116,954 123,563 
Depreciation80,546 101,235 
Prepaids8,484 7,289 
Other959 1,992 
Total deferred tax liabilities206,943 234,079 
Net deferred tax assets$257,453 $— 
Valuation Allowance

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods) in making this assessment. To fully utilize the net operating loss (“NOL”) and tax credit carryforwards the Company will need to generate sufficient future taxable income in each respective jurisdiction. Prior to Fiscal Year 2024, and due to its history of losses, the Company determined it was more likely than not that its deferred tax assets would not be realized and accordingly established a full valuation allowance on its net deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. To the extent that a valuation allowance has been established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the valuation allowance will be released. During Fiscal Year 2024, based on all available evidence, the Company determined that it was appropriate to release the valuation allowance on its U.S. federal and other state deferred tax assets of $275.7 million. As of February 2, 2025, the Company maintained a full valuation allowance against its foreign net deferred tax assets and certain U.S. state deferred tax assets.

The valuation allowance decreased by $259.3 million during Fiscal Year 2024. The decrease in the valuation allowance primarily relates to the release of the $275.7 million valuation allowance on U.S. deferred tax assets, partially offset by an increase of $13.1 million relating to current year foreign deferred tax asset activity and an increase of $3.3 million related to U.S. state deferred tax assets that are expected to expire prior to utilization.

The following summarizes the activity related to valuation allowances on deferred tax assets (in thousands):

Fiscal Year
202420232022
Valuation allowance, as of beginning of period$281,119 $230,692 $217,032 
Valuation allowances established16,335 50,434 14,970 
Changes to existing valuation allowances(275,669)(7)(1,310)
Valuation allowance, as of end of period$21,785 $281,119 $230,692 

Net Operating Loss and Tax Credit Carryforwards

As of February 2, 2025, the Company had federal, state, and foreign NOL carryforwards of $180.0 million, $400.3 million and $69.8 million, respectively. The federal NOL carryforwards have no expiration and can only be used to offset 80% of the Company’s future taxable income. The state NOL carryforwards include $178.5 million with definitive expiration dates and $221.8 million with no expiration. The state NOLs are presented as an apportioned amount. The foreign NOL carryforwards have a 20-year expiration and can be used to offset 100% of the Company’s future taxable income.

The Company participates in various federal and state credit programs which provide credits against current and future tax liabilities. Credits not used in the current year are carried forward to future years.

The table below presents deferred tax assets with respect to NOL and tax credit carryforwards, before any valuation allowance, recorded on the consolidated balance sheets (in thousands):

Deferred Tax Assets
Expiration Date
As of February 2, 2025
NOL carryforwards
Foreign
2043 - 2044
$18,487 
State2025 - 20437,798 
Federal and state
Indefinite
47,398 
Total NOL carryforwards$73,683 
Tax credit carryforwards
Federal and state2025 - 2048$60,520 
Total tax credit carryforwards
$60,520 
Uncertain Tax Positions

As of February 2, 2025, the Company had unrecognized tax benefits of $43.5 million, inclusive of $3.4 million in interest. If recognized, $40.1 million would benefit the Company’s effective tax rate. The unrecognized tax benefits include $21.7 million, inclusive of $3.4 million in interest, that the Company became the obligor for in connection with the Transactions in Fiscal Year 2023. Chewy is fully indemnified by affiliates of BC Partners for these unrecognized tax benefits and related interest. For more information, see Note 15 - Certain Relationships and Related Party Transactions.

The Company does not expect changes in the unrecognized tax benefits within the next 12 months that would have a material impact to its consolidated financial statements. The Company is no longer subject to U.S., state, or local tax examinations by tax authorities for years prior to Fiscal Year 2022 other than a few exceptions.

The following table provides a summary of gross unrecognized income tax benefits (in thousands):

Fiscal Year
20242023
Beginning balance$18,298 $— 
Additions due to parent reorganization transaction— 18,298 
Increases related to tax positions taken during the current year
8,231 — 
Increases related to tax positions taken during the prior year
13,553 — 
Ending balance$40,082 $18,298 

Tax Sharing Agreement
The tax sharing agreement entered into between the Company, PetSmart, and Argos Holdco during Fiscal Year 2019 was terminated by all parties to the agreement on October 30, 2023 in connection with the Transactions. No remaining obligations exist between the parties. During Fiscal Years 2023 and 2022, the Company paid $10.3 million and $2.8 million, respectively, pursuant to the tax sharing agreement.
Income Tax Payments and Liabilities
In connection with the Transactions, Chewy assumed $1.9 billion of federal and state income taxes which were fully indemnified by affiliates of BC Partners. During Fiscal Year 2023, the Company paid $1.8 billion of these income taxes and had a remaining income tax payable of $108.9 million as of January 28, 2024. During Fiscal Year 2024, the Company paid $93.2 million, net of refunds received, and affiliates of BC Partners directly assumed $7.3 million for these income taxes. Following the reclassification of $6.6 million of refunds received to reflect a payable to affiliates of BC Partners, the Company had a remaining income tax payable of $1.8 million as of February 2, 2025. For more information, see Note 15 - Certain Relationships and Related Party Transactions.

The Company paid $25.0 million and $5.0 million, net of refunds received, for federal, state, and foreign income taxes other than the Transactions during Fiscal Years 2024 and 2023, respectively. The Company had an income tax receivable of $4.1 million and an income tax payable of $4.4 million for these income taxes as of February 2, 2025 and January 28, 2024, respectively.

In the aggregate, the Company made cash payments, net of refunds, for income taxes of $118.2 million and $1.8 billion for Fiscal Years 2024 and 2023, respectively.

Inflation Reduction Act

On August 16, 2022, the U.S enacted the Inflation Reduction Act which introduced new tax provisions, including a 15% corporate alternative minimum tax, a 1% excise tax on corporate stock buybacks, and several tax incentives to promote clean energy. As of February 2, 2025, the Company had a payable for excise taxes of $5.1 million, which was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. For more information, see Note 10 - Stockholders’ Equity (Deficit).
Tax Cuts and Jobs Act

Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 to eliminate current-year deductibility of research and experimentation (“R&E”), and software development costs, and instead requires taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable to R&E activity performed outside the United States). As of February 2, 2025, the Company recorded deferred tax assets of $164.0 million, before any valuation allowance, with respect to capitalized R&E expenditures.
v3.25.1
Earnings per Share
12 Months Ended
Feb. 02, 2025
Earnings Per Share [Abstract]  
Earnings per Share Earnings per Share
Basic and diluted earnings per share attributable to the Company’s common stockholders are presented using the two-class method required for participating securities. Under the two-class method, net income attributable to the Company’s common stockholders is determined by allocating undistributed earnings between common stock and participating securities. Undistributed earnings for the periods presented are calculated as net income less distributed earnings. Undistributed earnings are allocated proportionally to the Company’s common Class A and Class B stockholders as both classes are entitled to share equally, on a per share basis, in dividends and other distributions. Basic and diluted earnings per share are calculated by dividing net income attributable to the Company’s common stockholders by the weighted-average shares outstanding during the period.

The following table sets forth basic and diluted earnings per share attributable to the Company’s common stockholders for the periods presented (in thousands, except per share data):

Fiscal Year
202420232022
Basic and diluted earnings per share
Numerator
Earnings attributable to common Class A and Class B stockholders
$392,738 $39,580 $49,899 
Denominator
Weighted-average common shares used in computing earnings per share:
Basic421,351429,457422,331
Effect of dilutive share-based awards9,6392,5835,439
Diluted430,990432,040427,770
Anti-dilutive share-based awards excluded from diluted common shares6,84511,0585,377
Earnings per share attributable to common Class A and Class B stockholders:
Basic$0.93 $0.09 $0.12 
Diluted$0.91 $0.09 $0.12 
v3.25.1
Certain Relationships and Related Party Transactions
12 Months Ended
Feb. 02, 2025
Related Party Transactions [Abstract]  
Certain Relationships and Related Party Transactions Certain Relationships and Related Party Transactions
As of February 2, 2025, the Company had a payable to affiliates of BC Partners of $6.9 million with respect to refunds received pursuant to tax payments made in connection with the Transactions, which was included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. As of January 28, 2024, the Company had a receivable from affiliates of BC Partners of $48.3 million with respect to future tax payments in connection with the Transactions, which was included in prepaid expenses and other current assets on the Company’s consolidated balance sheets. For more information, see Note 13 - Income Taxes.

As of February 2, 2025 and January 28, 2024, the Company had a receivable from affiliates of BC Partners of $21.7 million and $19.7 million, respectively, with respect to the indemnification for certain tax liabilities in connection with the Transactions, which was included in other non-current assets on the Company’s consolidated balance sheets. For more information, see Note 13 - Income Taxes.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Pay vs Performance Disclosure      
Net income $ 392,738 $ 39,580 $ 49,899
v3.25.1
Insider Trading Arrangements
3 Months Ended
Feb. 02, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Feb. 02, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Feb. 02, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
We have an enterprise-wide information security program designed to assess, identify, and manage the Company’s information security risks and identify, protect, evaluate, respond to and resolve information security incidents. To protect our information systems from information security incidents, we use various processes and tools to identify, prevent, detect, escalate, investigate, resolve and recover from identified vulnerabilities and threats. These include, but are not limited to, reporting, monitoring and detection tools and services that are widely used in the industry, and internal solutions. We have an enterprise-wide Information Security Incident Response Plan (“IRP”), which describes the detailed processes and procedures that should be followed in the event of an information security incident. We conduct assessments based on the National Institute of Standards and Technology cybersecurity framework (the “NIST CSF”) to measure our progress under the maturity framework of NIST CSF and continue to identify opportunities for improvement in our information security program.

We continuously assess technology risks and threats and monitor our information systems for potential vulnerabilities based on industry trends and evolving threats. We use our IRP to identify, protect, evaluate, respond to and resolve information security incidents. We conduct regular reviews of our information security program and also validate our IRP by conducting tabletop exercises, penetration and vulnerability testing, red team campaigns to identify potential vulnerabilities, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our IRP. Our auditors perform independent audits on aspects of our information security program for assurance purposes. We occasionally engage third-party assessors to assess different aspects of our information security program. We conduct regular training for employees on different cybersecurity topics and best practices. We also conduct a risk-based analysis on third-party vendors that we engage to process personal data and confidential information for us and provide them with our information security requirements prior to their engagement.

We are occasionally subject to cybersecurity incidents and we use our IRP to respond to such incidents. Our e-commerce systems are periodically the target of directed attacks intended to lead to interruptions and delays in our service and operations. We also occasionally experience the misuse or unauthorized disclosure of personal information, other data, confidential information or intellectual property. We occasionally experience incidents unrelated to our system where bad actors attempt to take over customer accounts by using the credentials of customers. These incidents have not had a material impact on us to date, including our business strategy, financial condition, or results of operations. We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, financial condition, or results of operations. For more information about the cybersecurity risks we face, see the risk factor titled “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” under Item 1A “Risk Factors” of this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] We have an enterprise-wide information security program designed to assess, identify, and manage the Company’s information security risks and identify, protect, evaluate, respond to and resolve information security incidents. To protect our information systems from information security incidents, we use various processes and tools to identify, prevent, detect, escalate, investigate, resolve and recover from identified vulnerabilities and threats.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Our enterprise risk assessment includes our key cybersecurity risks. The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including technology risks and cybersecurity threats. Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]
The Vice President of Corporate Systems (the “CISO”) leads our information security organization and is responsible for managing our information security program. Our CISO has over 30 years of industry experience, including serving in similar roles leading cybersecurity programs at other public companies. Team members who support our information security program have relevant educational, industry, and professional experience. Our information security team provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings.
Our enterprise risk assessment includes our key cybersecurity risks. The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including technology risks and cybersecurity threats. Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including technology risks and cybersecurity threats. Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Role of Management [Text Block] The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including technology risks and cybersecurity threats. Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
The Vice President of Corporate Systems (the “CISO”) leads our information security organization and is responsible for managing our information security program. Our CISO has over 30 years of industry experience, including serving in similar roles leading cybersecurity programs at other public companies. Team members who support our information security program have relevant educational, industry, and professional experience. Our information security team provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings.
Our enterprise risk assessment includes our key cybersecurity risks. The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including technology risks and cybersecurity threats. Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CISO has over 30 years of industry experience, including serving in similar roles leading cybersecurity programs at other public companies. Team members who support our information security program have relevant educational, industry, and professional experience.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Our CISO provides quarterly updates to the Audit Committee of the Board, which oversees our cybersecurity risks and regularly reviews and discusses with management various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance; discussion on policies, guidelines, and processes used by management to assess and manage such matters; and the steps management has taken to monitor and control such matters.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.1
Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Feb. 02, 2025
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The Company’s accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) accounting standards codification (“ASC”).

In connection with the Transactions described in Note 1 – Description of Business, the Company has provided recasted condensed consolidated financial statements and related notes for the historical comparative periods in this 10-K Report reflecting the operations of Chewy Pharmacy KY as part of the Company’s consolidated financial statements. The recasted financial information was accounted for as a common control transaction, with Chewy Pharmacy KY’s net assets transferred at the previous parent company’s historical basis.
Fiscal Year
Fiscal Year

The Company has a 52- or 53-week fiscal year ending each year on the Sunday that is closest to January 31 of that year. The Company’s 2024 fiscal year ended February 2, 2025 and included 53 weeks (“Fiscal Year 2024”). The Company’s 2023 fiscal year ended January 28, 2024 and included 52 weeks (“Fiscal Year 2023”). The Company’s 2022 fiscal year ended January 29, 2023 and included 52 weeks (“Fiscal Year 2022”).
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements and related notes include the accounts of Chewy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
Use of Estimates

GAAP requires management to make certain estimates, judgments, and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments. Actual results could differ from those estimates.

Key estimates relate primarily to determining the net realizable value and demand for inventory, useful lives associated with property and equipment and intangible assets, valuation allowances with respect to deferred tax assets, contingencies, self-insurance accruals, evaluation of sales tax positions, and the valuation and assumptions underlying share-based compensation and equity warrants. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.
Cash and Cash Equivalents
Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents primarily consist of institutional money market funds, U.S. Treasury securities, certificates of deposit, and commercial paper and are carried at cost, which approximates fair value.
Concentration of Credit Risk
Concentration of Credit Risk
The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents.
Investments
Investments

The Company generally invests its excess cash in AAA-rated money market funds and investment grade short- to intermediate-term fixed income securities, including U.S. Treasury securities, certificates of deposit, and commercial paper. Such investments are included in cash and cash equivalents or marketable securities on the accompanying consolidated balance sheets and are classified based on original maturity. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents and considers all highly liquid investments with an original maturity greater than 90 days and less than one year to be marketable securities.

Marketable fixed income securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss). Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as its ability and intent to hold the investment until a forecasted recovery of the carrying value occurs. Expected credit losses are recorded as an allowance through other income (expense), net on the Company’s consolidated statements of operations.

Equity investments in public companies that have readily determinable fair values are included in marketable securities on the Company’s consolidated balance sheets and measured at fair value with changes recognized in other income (expense), net on the Company’s consolidated statements of operations.

The Company holds equity warrants giving it the right to acquire stock of other companies. These warrants are classified as derivative assets and are recorded within other non-current assets on the Company’s consolidated balance sheets with gains and losses recognized in other income (expense), net on the Company’s consolidated statements of operations. These warrants are subject to vesting requirements and the fair value established at contract inception is recognized as a deferred credit reported within other long-term liabilities on the Company’s consolidated balance sheets and is amortized as the vesting requirements are achieved. For more information, see Note 4 - Financial Instruments.
Accounts Receivable
Accounts Receivable
The Company’s accounts receivable are comprised of customer and vendor receivables. The Company’s net customer receivables were $114.2 million and $110.0 million as of February 2, 2025 and January 28, 2024, respectively, and consist of credit and debit card receivables from banks, which typically settle within five business days. The Company’s vendor receivables were $54.8 million and $44.0 million as of February 2, 2025 and January 28, 2024, respectively. The Company does not maintain an allowance for doubtful accounts as neither historical losses on customer and vendor receivables nor future projected losses on such receivables have been or are expected to be significant.
Inventories
Inventories

The Company’s inventories represent finished goods, consist of products available for sale and are accounted for using the first-in, first-out (FIFO) method and valued at the lower of cost or net realizable value.
Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors. Inventory valuation losses are recorded as cost of goods sold and historical losses have not been significant.
Property and Equipment, net
Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term (including renewals that are reasonably assured) or the estimated useful lives of the improvements. For internal-use software, external costs and employee payroll expenses directly associated with developing new or enhancing existing software applications are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over the estimated useful life of the software when the project is substantially complete and ready for its intended use.

The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life

Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in the Company’s results of operations for the respective period. For more information, see Note 5 - Property and Equipment, net.
Leases
Leases

The Company has operating and finance lease agreements for its fulfillment and customer service centers, veterinary clinics, corporate offices, and certain equipment. The Company determines if an arrangement contains a lease at inception based on the ability to control a physically distinct asset. Operating and finance lease right-of-use assets are recorded in the consolidated balance sheets based on the initial measurement of the lease liability as adjusted to include prepaid rent and initial direct costs less any lease incentives received. Lease liabilities are measured at the commencement date based on the present value of the lease payments over the lease term. Lease payments are generally fixed but may include provisions for future rent increases based on a market index. The Company separately accounts for lease and non-lease components within lease agreements; the non-lease components primarily relate to common area maintenance for real estate leases. The Company uses its incremental borrowing rate to present value the lease liability as key inputs to determine the interest rate implicit in the lease are not shared by lessors.

Operating lease expense is recorded on a straight-line basis over the lease term. Right-of-use assets and lease liabilities for short-term leases are not recognized in the consolidated balance sheets. Payments for short-term leases are recognized in the consolidated statements of operations on a straight-line basis over the lease term.
Goodwill
Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company evaluates goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has the option to first perform a qualitative assessment of its goodwill to determine whether it is necessary to perform a quantitative impairment test. If the Company concludes via the qualitative assessment that it is more likely than not that goodwill is impaired, management performs the quantitative impairment test to evaluate the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair values. An impairment charge is recorded for the amount by which the carrying amounts exceed the fair values of the reporting units, with the loss recognized not exceeding the total amount of goodwill. The Company did not record any goodwill impairment during the periods presented.
Intangible Assets
Intangible Assets
Intangible assets are recognized and recorded at their acquisition date fair values. Intangible assets are amortized on a straight-line basis over their estimated useful lives with amortization expense included within selling, general and administrative expenses in the consolidated statements of operations. The Company determined the useful lives of its intangible assets based on multiple factors including obsolescence and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Intangible assets, net of accumulated amortization, are included within other non-current assets on the consolidated balance sheets.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For asset groups held and used, the carrying value of the asset group is considered recoverable when the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment charge would be recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. Impairment charges are recognized within selling, general and administrative expenses in the consolidated statements of operations.
Self-Insurance Accruals
Self-Insurance Accruals

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs of medical and workers’ compensation claims. The Company periodically evaluates its level of insurance coverage and adjusts its insurance levels based on risk tolerance and premium expense. Liabilities for the risks the Company retains, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Additionally, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. The Company believes the actuarial methods are appropriate for measuring these self-insurance accruals. However, based on the number of claims and the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can affect the estimated liability and those amounts may be different than the actual costs paid to settle the claims.
Defined Contribution Plans
Defined Contribution Plans

The Company maintains a 401(k) defined contribution plan which covers all employees who meet minimum requirements and elect to participate. The Company is currently matching employee contributions, up to specified percentages of those contributions.
Fair Value of Financial Instruments
Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1-Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2-Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3-Valuations based on unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses and other current liabilities approximate fair value based on the short-term maturities of these instruments.
Loss Contingencies
Loss Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed.
Revenue Recognition
Revenue Recognition

Chewy primarily recognizes revenues from product sales when the customer orders an item through Chewy’s websites or mobile applications via the electronic shopping cart, funds are collected from the customer and the item is shipped from one of the Company’s fulfillment centers and delivered to the carrier. Certain products are shipped directly from manufacturers to Chewy customers. For all of the preceding, the Company is considered to be a principal to these transactions and revenue is recognized on a gross basis as the Company is (i) the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and provides the primary customer service for all products sold on Chewy’s websites or mobile applications, (ii) has inventory risk before the products have been transferred to a customer and maintains inventory risk upon accepting returns, and (iii) has discretion in establishing the price for the specified products sold on Chewy’s websites or mobile applications.

Chewy primarily generates net sales from sales of pet food, pet products, pet medications and other pet health products, and related shipping fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. To encourage customers to purchase its products, the Company periodically provides incentive offers. Generally, these promotions include current discount offers, such as percentage discounts off current purchases and other similar offers. These offers, when accepted by customers, are treated as a reduction to the transaction price. Revenue typically consists of the consideration received from the customer when the order is executed less a refund allowance, which is estimated using historical experience.
Taxes collected from customers for remittance to governmental authorities are excluded from net sales.
Cost of Goods Sold
Cost of Goods Sold

Cost of goods sold includes the purchase price of inventory sold, freight costs associated with inventory, shipping supply costs, inventory shrinkage costs and valuation adjustments and reductions for promotions and discounts offered by the Company’s vendors.

Vendor Rebates
The Company has agreements with vendors to receive either percentage or volume rebates. Additionally, certain vendors provide funding for discounts relating to the Autoship subscription program which are passed on to the Company’s customers. The Company primarily receives agreed upon percentage rebates from vendors, however, certain of its vendor rebates are dependent upon reaching minimum purchase thresholds. In these instances, the Company evaluates the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, the Company records a portion of the rebate as it makes progress towards the purchase threshold. The Company also receives vendor funding in the form of advertising agreements related to general marketing activities. Amounts received from vendors are considered a reduction of the carrying value of the Company’s inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations.
Selling, General and Administrative
Selling, General and Administrative

Selling, general and administrative expenses consist of fulfillment costs incurred in operating and staffing fulfillment centers, customer service centers, and veterinary clinics; payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal, and human resources; costs associated with the use of facilities and equipment, such as depreciation expense and rent; share-based compensation expense, professional fees and other general corporate costs.

Fulfillment

Fulfillment costs include costs attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, payment processing, providing pet health services, and responding to inquiries from customers. For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded fulfillment costs of $1.3 billion, $1.3 billion, and $1.2 billion, respectively. Included within fulfillment costs are merchant processing fees charged by third parties that provide merchant processing services for credit cards. For Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022, the Company recorded merchant processing fees of $250.5 million, $234.0 million, and $207.7 million, respectively.
Share-Based Compensation
Share-Based Compensation

The Company recognizes share-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units subject to service-based and company performance-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of restricted stock units subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each restricted stock unit is amortized over the requisite service period.
Advertising and Marketing
Advertising and Marketing
Advertising and marketing expenses primarily consist of advertising and payroll related expenses for personnel engaged in marketing, business development and selling activities. Advertising and marketing costs are expensed in the period that the advertising first takes place.
Interest Income (Expense), net
Interest Income (Expense), net
The Company generates interest income from its cash and cash equivalents and marketable securities and incurs interest expense in relation to its borrowing facilities, finance leases, and uncertain tax positions.
Other Income (Expense), net
Other Income (Expense), net
The Company’s other income (expense), net consists of: (i) changes in the fair value of equity warrants, investments, and tax indemnification receivables, (ii) foreign currency transaction losses and gains, and (iii) allowances for credit losses.
Income and Other Taxes
Income and Other Taxes

Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax earnings and losses, differences between tax laws and accounting rules, statutory tax rates, uncertain tax positions, and valuation allowances. Valuation allowances are established when, in the Company’s judgment, it is more likely than not that its deferred tax assets will not be realized based on all available evidence. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.
Chewy determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company records interest related to uncertain tax positions within interest expense in the consolidated statements of operations and within other long-term liabilities on the Company’s consolidated balance sheets.

The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists. The Company maintains liabilities for potential exposure in states where taxability is uncertain and the Company did not collect sales tax.
Segment Information
Segment Information

Operating segments are defined as components of an entity that engage in business activities for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company operates in one operating segment and one reportable segment. For more information, see Note 11 - Segment Information.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued this Accounting Standards Update (“ASU”) to clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update became effective at the beginning of the Company’s 2024 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update became effective with the Company’s Fiscal Year 2024 annual reporting period. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and resulted in additional segment disclosures within Note 11 – Segment Information.

Recently Issued Accounting Pronouncements

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued this ASU to update income tax disclosure requirements, primarily related to the income tax rate reconciliation and income taxes paid information. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Company’s 2027 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
v3.25.1
Basis of Presentation and Significant Accounting Policies (Tables)
12 Months Ended
Feb. 02, 2025
Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property and Equipment
The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life
The following is a summary of property and equipment, net (in thousands):

As of
February 2, 2025January 28, 2024
Furniture, fixtures and equipment$208,252 $174,092 
Computer equipment78,019 75,677 
Internal-use software230,029 183,380 
Leasehold improvements327,905 312,123 
Construction in progress130,045 82,014 
974,250 827,286 
Less: accumulated depreciation and amortization412,070 305,988 
Property and equipment, net$562,180 $521,298 
Schedule of Estimated Useful Lives of Intangible Assets
The estimated useful lives of intangible assets are as follows:
Developed technology
3 years
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of February 2, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(11,218)$378 0.1
Total intangible assets$11,596 $(11,218)$378 0.1
Schedule of Accrued Expenses and Other Current Liabilities
The following table presents the components of accrued expenses and other current liabilities (in thousands):

As of
February 2, 2025January 28, 2024
Outbound fulfillment$512,135 $491,251 
Advertising and marketing146,338 106,339 
Payroll liabilities89,858 83,880 
Accrued expenses and other282,523 324,467 
Total accrued expenses and other current liabilities$1,030,854 $1,005,937 
Schedule of Interest Income and Expense The following table provides additional information about the Company’s interest income (expense), net (in thousands):
Fiscal Year
202420232022
Interest income$40,587 $62,083 $11,865 
Interest expense(5,519)(3,582)(2,575)
Interest income, net$35,068 $58,501 $9,290 
Schedule of Other Nonoperating Income (Expense) The following table provides additional information about the Company’s other (expense) income, net (in thousands):
Fiscal Year
202420232022
Change in fair value of unvested equity warrants$2,369 $13,079 $(13,340)
Change in fair value of tax indemnification receivables2,042 — — 
Change in fair value of equity investments432 (10)— 
Foreign currency transaction (losses) gains(805)285 174 
Other income (expense), net$4,038 $13,354 $(13,166)
v3.25.1
Acquisitions (Tables)
12 Months Ended
Feb. 02, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Estimated Purchase Price, Net of Cash Acquired
The following table reconciles the purchase price to the cash paid for the acquisition, net of cash acquired (in thousands):

Purchase price$43,281 
Less: cash acquired2,881 
Cash paid for acquisition of business, net of cash acquired$40,400 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Assets acquired:
Cash and cash equivalents$2,881 
Accounts receivable104 
Goodwill39,442 
Identified intangible assets1,510 
Other current and non-current assets318 
Liabilities assumed:
Other current and long-term liabilities(974)
Purchase price$43,281 
v3.25.1
Financial Instruments (Tables)
12 Months Ended
Feb. 02, 2025
Investments, Debt and Equity Securities [Abstract]  
Schedule of Cash and Cash Equivalents
The following table includes a summary of financial instruments measured at fair value as of February 2, 2025 (in thousands):

Level 1Level 2Level 3
Cash$595,765 $— $— 
Cash and cash equivalents595,765 — — 
Equity investments899 — — 
Marketable securities899 — — 
Unvested equity warrants
— — 4,895 
Total financial instruments$596,664 $— $4,895 

The following table includes a summary of financial instruments measured at fair value as of January 28, 2024 (in thousands):

Level 1Level 2Level 3
Cash$602,232 $— $— 
Cash and cash equivalents602,232 — — 
U.S. Treasury securities531,592 — — 
Equity investments193 — — 
Marketable securities531,785 — — 
Unvested equity warrants— — 2,219 
Total financial instruments$1,134,017 $— $2,219 
Schedule of Changes in Fair Value for Financial Instruments Using Unobservable Level 3 Inputs
The following table summarizes the change in fair value for financial instruments using unobservable Level 3 inputs (in thousands):

Fiscal Year
20242023
Beginning balance$2,219 $31,622 
Change in fair value of unvested equity warrants5,927 (29,403)
Equity warrants vested(3,251)— 
Ending balance$4,895 $2,219 
Schedule of Level 3 Significant Unobservable Inputs
The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity warrants as of February 2, 2025:

 Range
  Fair Value
(in thousands)
 Valuation Techniques Unobservable InputMinMaxWeighted Average
 Equity warrants$4,895 Black-Scholes and Monte Carlo Probability of vesting0%25%17%
Equity volatility35%85%76%
v3.25.1
Property and Equipment, net (Tables)
12 Months Ended
Feb. 02, 2025
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, net
The estimated useful lives of property and equipment are principally as follows:
Furniture, fixtures and equipment
 5 to 10 years
Computer equipment and software
 3 to 5 years
Leasehold improvements and finance lease assetsShorter of the lease term or estimated useful life
The following is a summary of property and equipment, net (in thousands):

As of
February 2, 2025January 28, 2024
Furniture, fixtures and equipment$208,252 $174,092 
Computer equipment78,019 75,677 
Internal-use software230,029 183,380 
Leasehold improvements327,905 312,123 
Construction in progress130,045 82,014 
974,250 827,286 
Less: accumulated depreciation and amortization412,070 305,988 
Property and equipment, net$562,180 $521,298 
v3.25.1
Identified Intangible Assets (Tables)
12 Months Ended
Feb. 02, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets
The estimated useful lives of intangible assets are as follows:
Developed technology
3 years
The following table provides information about the Company’s identified intangible assets (in thousands, except for weighted-average remaining life):

As of February 2, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Life (years)
Developed technology $11,596 $(11,218)$378 0.1
Total intangible assets$11,596 $(11,218)$378 0.1
v3.25.1
Leases (Tables)
12 Months Ended
Feb. 02, 2025
Leases [Abstract]  
Schedule of Operating Lease-related Assets and Liabilities
The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets (in thousands):

As of
LeasesBalance Sheet ClassificationFebruary 2, 2025January 28, 2024
Assets
OperatingOperating lease right-of-use assets$450,393 $474,617 
Total operating lease assets$450,393 $474,617 
Liabilities
Current
OperatingAccrued expenses and other current liabilities$33,519 $29,003 
Non-current
OperatingOperating lease liabilities502,404 527,795 
Total operating lease liabilities$535,923 $556,798 
Schedule of Maturity of Operating Lease liabilities
The table below presents the maturity of lease liabilities as of February 2, 2025 (in thousands):

Operating Leases
2025$79,396 
202670,238 
202772,662 
202873,648 
202973,474 
Thereafter468,314 
Total lease payments837,732 
Less: interest301,809 
Present value of lease liabilities$535,923 
v3.25.1
Segment Information (Tables)
12 Months Ended
Feb. 02, 2025
Segment Reporting [Abstract]  
Schedule of Segment Reporting
The following table presents information about the Company’s measures of segment profit and significant segment expenses regularly provided to the CODM (in thousands):

Fiscal Year
202420232022
Net sales$11,861,335 $11,147,720 $10,119,000 
Cost of goods sold8,393,631 7,986,202 7,284,505 
Gross profit3,467,704 3,161,518 2,834,495 
Fulfillment costs1,309,385 1,286,213 1,209,193 
Share-based compensation expense and related taxes332,085 248,543 163,211 
Depreciation and amortization114,557 109,693 83,440 
Other selling, general, and administrative expenses794,977 798,234 672,844 
Advertising and marketing expenses804,113 742,460 649,386 
Income tax (benefit) provision(241,045)8,650 2,646 
Interest and other (income) expense
(39,106)(71,855)3,876 
Net income$392,738 $39,580 $49,899 
v3.25.1
Share-Based Compensation (Tables)
12 Months Ended
Feb. 02, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Service and Performance Based-Awards Activity
The following table summarizes the activity related to the Company’s RSUs for Fiscal Year 2024 (in thousands, except for weighted average grant date fair value):
Number of RSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 28, 202417,388 $34.65 
Granted24,293 $17.48 
Vested(14,557)$27.20 
Forfeited(4,597)$26.34 
Unvested and outstanding as of February 2, 202522,527 $22.65 
The following table summarizes the activity related to the Company’s PRSUs for Fiscal Year 2024 (in thousands, except for weighted average grant date fair value):
Number of PRSUsWeighted Average Grant Date Fair Value
Unvested and outstanding as of January 28, 2024553 $28.49 
Granted1,623 $16.95 
Vested(54)$40.04 
Forfeited(125)$30.25 
Unvested and outstanding as of February 2, 20251,997 $18.69 
Schedule of Weighted Average Grant-Date Fair Value and Total Fair Value of Service and Performance Based-Awards Activity
The following table summarizes the weighted average grant-date fair value of RSUs granted and total fair value of RSUs vested for the periods presented:
Fiscal Year
202420232022
Weighted average grant-date fair value of RSUs$17.48 $31.00 $41.54 
Total fair value of vested RSUs (in millions)$432.2 $154.6 $47.6 
The following table summarizes the weighted average grant-date fair value of PRSUs granted and total fair value of PRSUs vested for the periods presented:
Fiscal Year
202420232022
Weighted average grant-date fair value of PRSUs$16.95 $26.91 $43.59 
Total fair value of vested PRSUs (in millions)$1.3 $74.8 $145.5 
Schedule of Compensation Expense The Company recognized share-based compensation expense as follows (in thousands):
Fiscal Year
202420232022
RSUs$294,715 $237,211 $145,412 
PRSUs11,720 1,896 12,710 
Total share-based compensation expense$306,435 $239,107 $158,122 
v3.25.1
Income Taxes (Tables)
12 Months Ended
Feb. 02, 2025
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
The following table provides additional information about the Company’s income tax (benefit) provision (in thousands):

Fiscal Year
202420232022
Current
Federal$4,111 $3,243 $262 
State12,281 5,392 2,384 
Foreign16 15 — 
Total current provision$16,408 $8,650 $2,646 
Deferred
Federal$(210,027)$— $— 
State(47,426)— — 
Total deferred benefit(257,453)— — 
Income tax (benefit) provision$(241,045)$8,650 $2,646 
Schedule of Effective Income Tax Rate Reconciliation
The Company’s effective income tax rate reconciliation is as follows for the periods presented:

Fiscal Year
202420232022
Federal statutory rate21.0 %21.0 %21.0 %
Foreign earnings, net of taxes1.8 %2.8 %— %
State income taxes, net of federal tax benefit8.3 %(4.1)%3.8 %
Change in tax rate— %— %2.5 %
Share-based compensation and other nondeductible expenses5.2 %16.8 %(24.4)%
Tax credits(23.5)%(43.7)%(22.2)%
Other(5.3)%0.9 %3.3 %
Provision to return(4.5)%— %— %
Reserve for uncertain tax positions14.4 %— %— %
Change in valuation allowance(176.3)%24.2 %21.0 %
Effective rate(158.9)%17.9 %5.0 %
Schedule of Deferred Tax Assets and Liabilities
The temporary differences which comprise the Company’s deferred taxes are as follows for the periods presented (in thousands):
As of
February 2, 2025January 28, 2024
Deferred tax assets:
Operating lease liabilities $139,172 $144,965 
Inventories13,208 13,313 
Share-based compensation12,488 32,029 
Accrued expenses and reserves15,496 16,495 
Net operating loss carryforwards73,683 130,382 
Tax credit carryforwards60,520 52,166 
Capitalized research expenditures164,042 122,600 
Other7,572 3,248 
Total deferred tax assets486,181 515,198 
Less: valuation allowance21,785 281,119 
Deferred tax assets, net of valuation allowance464,396 234,079 
Deferred tax liabilities:
Operating lease right-of-use assets116,954 123,563 
Depreciation80,546 101,235 
Prepaids8,484 7,289 
Other959 1,992 
Total deferred tax liabilities206,943 234,079 
Net deferred tax assets$257,453 $— 
Schedule of Valuation Allowance
The following summarizes the activity related to valuation allowances on deferred tax assets (in thousands):

Fiscal Year
202420232022
Valuation allowance, as of beginning of period$281,119 $230,692 $217,032 
Valuation allowances established16,335 50,434 14,970 
Changes to existing valuation allowances(275,669)(7)(1,310)
Valuation allowance, as of end of period$21,785 $281,119 $230,692 
Schedule of Operating Loss Carryforwards
The table below presents deferred tax assets with respect to NOL and tax credit carryforwards, before any valuation allowance, recorded on the consolidated balance sheets (in thousands):

Deferred Tax Assets
Expiration Date
As of February 2, 2025
NOL carryforwards
Foreign
2043 - 2044
$18,487 
State2025 - 20437,798 
Federal and state
Indefinite
47,398 
Total NOL carryforwards$73,683 
Tax credit carryforwards
Federal and state2025 - 2048$60,520 
Total tax credit carryforwards
$60,520 
Schedule of Tax Credit Carryforwards
The table below presents deferred tax assets with respect to NOL and tax credit carryforwards, before any valuation allowance, recorded on the consolidated balance sheets (in thousands):

Deferred Tax Assets
Expiration Date
As of February 2, 2025
NOL carryforwards
Foreign
2043 - 2044
$18,487 
State2025 - 20437,798 
Federal and state
Indefinite
47,398 
Total NOL carryforwards$73,683 
Tax credit carryforwards
Federal and state2025 - 2048$60,520 
Total tax credit carryforwards
$60,520 
Schedule of Unrecognized Tax Benefits Roll Forward
The following table provides a summary of gross unrecognized income tax benefits (in thousands):

Fiscal Year
20242023
Beginning balance$18,298 $— 
Additions due to parent reorganization transaction— 18,298 
Increases related to tax positions taken during the current year
8,231 — 
Increases related to tax positions taken during the prior year
13,553 — 
Ending balance$40,082 $18,298 
v3.25.1
Earnings per Share (Tables)
12 Months Ended
Feb. 02, 2025
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share
The following table sets forth basic and diluted earnings per share attributable to the Company’s common stockholders for the periods presented (in thousands, except per share data):

Fiscal Year
202420232022
Basic and diluted earnings per share
Numerator
Earnings attributable to common Class A and Class B stockholders
$392,738 $39,580 $49,899 
Denominator
Weighted-average common shares used in computing earnings per share:
Basic421,351429,457422,331
Effect of dilutive share-based awards9,6392,5835,439
Diluted430,990432,040427,770
Anti-dilutive share-based awards excluded from diluted common shares6,84511,0585,377
Earnings per share attributable to common Class A and Class B stockholders:
Basic$0.93 $0.09 $0.12 
Diluted$0.91 $0.09 $0.12 
v3.25.1
Description of Business (Details)
$ / shares in Units, $ in Billions
12 Months Ended
Oct. 30, 2023
USD ($)
Feb. 02, 2025
vote
$ / shares
Jan. 28, 2024
$ / shares
Class of Stock [Line Items]      
Related party transaction, maximum stockholder percentage 50.00%    
Related party transaction, amounts of transaction | $ $ 1.9    
Class B Common Stock      
Class of Stock [Line Items]      
Common stock, par value (in dollars per share) | $ / shares   $ 0.01 $ 0.01
Common stock number of votes per share | vote   10  
Class A Common Stock      
Class of Stock [Line Items]      
Common stock, par value (in dollars per share) | $ / shares   $ 0.01 $ 0.01
Common stock number of votes per share | vote   1  
v3.25.1
Basis of Presentation and Significant Accounting Policies - Narrative (Details)
12 Months Ended
Feb. 02, 2025
USD ($)
businessDay
Feb. 02, 2025
USD ($)
segment
Jan. 28, 2024
USD ($)
Jan. 29, 2023
USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Accounts receivable $ 169,031,000 $ 169,031,000 $ 154,043,000  
Accounts receivable, settlement period | businessDay 5      
Impairment charges   0 0 $ 0
Fulfillment costs   1,300,000,000 1,300,000,000 1,200,000,000
Merchant processing fees   250,500,000 234,000,000.0 207,700,000
Cash paid for interest   $ 2,700,000 $ 2,900,000 $ 2,100,000
Number of operating segments | segment   1    
Number of reportable segments | segment   1    
Revenue Benchmark | Supplier Concentration Risk | Three largest suppliers        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Concentration risk percentage   39.00% 39.00% 38.00%
Customer Receivables        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Accounts receivable $ 114,200,000 $ 114,200,000 $ 110,000,000  
Vendor Receivables        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Accounts receivable $ 54,800,000 $ 54,800,000 $ 44,000,000  
v3.25.1
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
Feb. 02, 2025
Furniture, fixtures and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 5 years
Furniture, fixtures and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 10 years
Computer equipment and software | Minimum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 3 years
Computer equipment and software | Maximum  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 5 years
v3.25.1
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details)
Feb. 02, 2025
Developed technology  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of intangible assets 3 years
v3.25.1
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Accounting Policies [Abstract]    
Outbound fulfillment $ 512,135 $ 491,251
Advertising and marketing 146,338 106,339
Payroll liabilities 89,858 83,880
Accrued expenses and other 282,523 324,467
Total accrued expenses and other current liabilities $ 1,030,854 $ 1,005,937
v3.25.1
Basis of Presentation and Significant Accounting Policies - Schedule of Interest Income and Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Accounting Policies [Abstract]      
Interest income $ 40,587 $ 62,083 $ 11,865
Interest expense (5,519) (3,582) (2,575)
Interest income, net $ 35,068 $ 58,501 $ 9,290
v3.25.1
Basis of Presentation and Significant Accounting Policies - Schedule of Other Nonoperating Income (Expense) (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Accounting Policies [Abstract]      
Change in fair value of unvested equity warrants $ 2,369 $ 13,079 $ (13,340)
Change in fair value of tax indemnification receivables 2,042 0 0
Change in fair value of equity investments 432 (10) 0
Foreign currency transaction (losses) gains (805) 285 174
Other income (expense), net $ 4,038 $ 13,354 $ (13,166)
v3.25.1
Acquisitions - Schedule of Estimated Purchase Price, Net of Cash Acquired (Details) - USD ($)
$ in Thousands
12 Months Ended
Nov. 07, 2022
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Business Acquisition [Line Items]        
Cash paid for acquisition of business, net of cash acquired   $ 0 $ 367 $ 40,033
Petabyte        
Business Acquisition [Line Items]        
Purchase price $ 43,281      
Less: cash acquired 2,881      
Cash paid for acquisition of business, net of cash acquired $ 40,400      
v3.25.1
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Nov. 07, 2022
Assets acquired:      
Goodwill $ 39,442 $ 39,442  
Petabyte      
Assets acquired:      
Cash and cash equivalents     $ 2,881
Accounts receivable     104
Goodwill     39,442
Identified intangible assets     1,510
Other current and non-current assets     318
Liabilities assumed:      
Other current and long-term liabilities     (974)
Purchase price     $ 43,281
v3.25.1
Acquisitions - Narrative (Details) - USD ($)
Feb. 02, 2025
Jan. 28, 2024
Nov. 07, 2022
Business Acquisition [Line Items]      
Goodwill $ 39,442,000 $ 39,442,000  
Developed technology      
Business Acquisition [Line Items]      
Amortization period 3 years    
Petabyte      
Business Acquisition [Line Items]      
Goodwill     $ 39,442,000
Expected tax deductible amount     0
Identified intangible assets     1,510,000
Petabyte | Developed technology      
Business Acquisition [Line Items]      
Identified intangible assets     $ 1,500,000
Amortization period     3 years
v3.25.1
Financial Instruments - Narrative (Details) - USD ($)
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Investments, Debt and Equity Securities [Abstract]    
Accumulated gross unrealized gain (loss) $ 0  
Allowance for credit loss, period increase (decrease) 0  
Allowance for credit loss 0  
Deferred credits $ 4,500,000 $ 1,900,000
v3.25.1
Financial Instruments - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities $ 899 $ 531,785
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other non-current assets Other non-current assets
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 595,765 $ 602,232
U.S. Treasury securities   531,592
Equity investments 899 193
Marketable securities 899 531,785
Unvested equity warrants 0 0
Total financial instruments 596,664 1,134,017
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
U.S. Treasury securities   0
Equity investments 0 0
Marketable securities 0 0
Unvested equity warrants 0 0
Total financial instruments 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
U.S. Treasury securities   0
Equity investments 0 0
Marketable securities 0 0
Unvested equity warrants 4,895 2,219
Total financial instruments 4,895 2,219
Cash | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 595,765 602,232
Cash | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Cash | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 0 $ 0
v3.25.1
Financial Instruments - Schedule of Changes in Fair Value of Financial Instruments Using Unobservable Level 3 Inputs (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 2,219 $ 31,622
Change in fair value of unvested equity warrants $ 5,927 $ (29,403)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Other income (expense), net Other income (expense), net
Equity warrants vested $ (3,251) $ 0
Ending balance $ 4,895 $ 2,219
v3.25.1
Financial Instruments - Schedule of Level 3 Significant Unobservable Inputs for Fair Value of Equity Warrants (Details) - Level 3 - Fair Value, Recurring
$ in Thousands
Feb. 02, 2025
USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Unvested equity warrants $ 4,895
Minimum | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0
Minimum | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.35
Maximum | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.25
Maximum | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.85
Weighted Average | Probability of vesting  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.17
Weighted Average | Equity volatility  
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Equity warrants, measurement input 0.76
v3.25.1
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 974,250 $ 827,286
Less: accumulated depreciation and amortization 412,070 305,988
Property and equipment, net 562,180 521,298
Furniture, fixtures and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 208,252 174,092
Computer equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 78,019 75,677
Internal-use software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 230,029 183,380
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 327,905 312,123
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 130,045 $ 82,014
v3.25.1
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Property, Plant and Equipment [Line Items]      
Depreciation expense $ 73.4 $ 75.6 $ 57.5
Internal-use software      
Property, Plant and Equipment [Line Items]      
Accumulated depreciation and amortization 125.1 87.5  
Amortization expense $ 37.6 $ 30.2 $ 22.4
v3.25.1
Identified Intangible Assets - Schedule of Intangible Assets (Details)
$ in Thousands
Feb. 02, 2025
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Gross Carrying Amount $ 11,596
Accumulated Amortization (11,218)
Net Carrying Value $ 378
Weighted-Average Remaining Life (years) 1 month 6 days
Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Gross Carrying Amount $ 11,596
Accumulated Amortization (11,218)
Net Carrying Value $ 378
Weighted-Average Remaining Life (years) 1 month 6 days
v3.25.1
Identified Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 3.6 $ 3.9 $ 3.5
Amortization of intangible assets in year 2025 $ 0.4    
v3.25.1
Debt (Details) - Line of Credit - Revolving Credit Facility
12 Months Ended
Feb. 02, 2025
USD ($)
Line of Credit Facility [Line Items]  
Line of credit facility principal $ 800,000,000
Line of credit facility additional aggregate principal increase limit $ 250,000,000
Minimum fixed charge coverage ratio 1.0
Excess availability as percent of maximum borrowing amount 10.00%
Excess availability maximum borrowing amount $ 72,000,000.0
Line of credit facility, current borrowing capacity 782,600,000
Outstanding borrowings $ 0
Minimum  
Line of Credit Facility [Line Items]  
Commitment fee percentage 0.25%
Base Rate | Minimum  
Line of Credit Facility [Line Items]  
Basis spread on variable rate 0.25%
Base Rate | Maximum  
Line of Credit Facility [Line Items]  
Basis spread on variable rate 0.75%
SOFR | Minimum  
Line of Credit Facility [Line Items]  
Basis spread on variable rate 1.25%
SOFR | Maximum  
Line of Credit Facility [Line Items]  
Basis spread on variable rate 1.75%
v3.25.1
Leases - Narrative (Details)
$ in Millions
12 Months Ended
Feb. 02, 2025
USD ($)
renewalOption
Jan. 28, 2024
USD ($)
Jan. 29, 2023
USD ($)
Lessee, Lease, Description [Line Items]      
Assets acquired in exchange for operating lease liability $ 9.1 $ 106.3  
Lease expense 107.0 104.4 $ 90.9
Short-term and variable lease cost $ 28.3 $ 24.8 18.9
Operating lease, weighted average remaining lease term 11 years 11 years 9 months 18 days  
Weighted average discount rate 8.30% 8.40%  
Operating lease payments $ 105.2 $ 95.7 $ 76.8
Future lease payments $ 13.0    
Weighted average remaining lease term 10 years 1 month 6 days    
Real Estate      
Lessee, Lease, Description [Line Items]      
Number of renewal options | renewalOption 3    
Renewal term 5 years    
Minimum | Real Estate      
Lessee, Lease, Description [Line Items]      
Lease term 5 years    
Minimum | Equipment      
Lessee, Lease, Description [Line Items]      
Lease term 3 years    
Maximum | Real Estate      
Lessee, Lease, Description [Line Items]      
Lease term 15 years    
Maximum | Equipment      
Lessee, Lease, Description [Line Items]      
Lease term 5 years    
v3.25.1
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Assets    
Operating $ 450,393 $ 474,617
Current    
Operating $ 33,519 $ 29,003
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Non-current    
Operating $ 502,404 $ 527,795
Total operating lease liabilities $ 535,923 $ 556,798
v3.25.1
Leases - Schedule of Lease Maturity (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Operating Leases    
2025 $ 79,396  
2026 70,238  
2027 72,662  
2028 73,648  
2029 73,474  
Thereafter 468,314  
Total lease payments 837,732  
Less: interest 301,809  
Present value of lease liabilities $ 535,923 $ 556,798
v3.25.1
Stockholders’ Equity (Deficit) (Details)
12 Months Ended
Jan. 06, 2025
shares
Dec. 13, 2024
shares
Dec. 11, 2024
day
$ / shares
shares
Dec. 09, 2024
USD ($)
$ / shares
shares
Oct. 15, 2024
shares
Sep. 23, 2024
shares
Sep. 19, 2024
day
$ / shares
shares
Sep. 18, 2024
USD ($)
$ / shares
shares
Jul. 01, 2024
shares
Jun. 27, 2024
shares
Jun. 26, 2024
USD ($)
$ / shares
shares
Jan. 09, 2024
shares
May 11, 2020
shares
May 08, 2020
shares
Feb. 02, 2025
USD ($)
vote
shares
May 24, 2024
USD ($)
May 16, 2023
shares
May 15, 2023
shares
Class of Stock [Line Items]                                    
Share repurchase program, authorized, amount | $                               $ 500,000,000    
Repurchases of common stock | $                             $ 948,429,000      
Share repurchase program, remaining authorized, amount | $                             406,700,000      
Share repurchase program, payable | $                             5,600,000      
Excise taxes | $                             $ 5,100,000      
Secondary Offering                                    
Class of Stock [Line Items]                                    
Stock issued during period, shares, new issues     15,852,886       16,666,667                      
Share price (in dollars per share) | $ / shares     $ 31.54       $ 30.00                      
Stock issued during period, number of days | day     30       30                      
Over-Allotment Option                                    
Class of Stock [Line Items]                                    
Stock issued during period, shares, new issues     2,377,932       2,500,000                      
Option Shares Offering                                    
Class of Stock [Line Items]                                    
Stock issued during period, shares, new issues     2,377,932       1,250,000                      
Stock Repurchase Agreement                                    
Class of Stock [Line Items]                                    
Stock repurchased and retired during period, shares                     17,550,000       17,550,000      
Shares acquired, average cost per share | $ / shares                     $ 28.49              
Repurchases of common stock | $                     $ 500,000,000       $ 500,000,000.0      
Concurrent Stock Repurchase                                    
Class of Stock [Line Items]                                    
Stock repurchased and retired during period, shares       1,596,424       10,204,081                    
Shares acquired, average cost per share | $ / shares       $ 31.32       $ 29.40                    
Repurchases of common stock | $       $ 50,000,000       $ 300,000,000                    
Repurchase Program                                    
Class of Stock [Line Items]                                    
Stock repurchased and retired during period, shares                             3,439,858      
Repurchases of common stock | $                             $ 93,300,000      
September 2024 Concurrent Stock Repurchase                                    
Class of Stock [Line Items]                                    
Stock repurchased and retired during period, shares                             10,204,081      
Repurchases of common stock | $                             $ 300,000,000.0      
December 2024 Concurrent Stock Repurchase                                    
Class of Stock [Line Items]                                    
Stock repurchased and retired during period, shares                             1,596,424      
Repurchases of common stock | $                             $ 50,000,000.0      
Class A Common Stock                                    
Class of Stock [Line Items]                                    
Common stock number of votes per share | vote                             1      
Class A Common Stock | Buddy Chester Sub LLC                                    
Class of Stock [Line Items]                                    
Stock issued during period, shares, conversion of convertible securities (in shares)                           17,584,098        
Forward purchase agreement (in shares)                         17,584,098          
Convertible, threshold trading days                         20 days          
Forward purchase agreement, total settlement (in shares)                                 17,584,098 17,584,098
Conversion of stock, shares converted (in shares) 7,000,000 2,377,932     1,250,000 26,870,748     1,338,262 5,328,543 17,550,000 12,325,000            
Class A Common Stock | Secondary Offering | Buddy Chester Sub LLC                                    
Class of Stock [Line Items]                                    
Conversion of stock, shares converted (in shares)   17,449,310                                
Class B Common Stock                                    
Class of Stock [Line Items]                                    
Common stock number of votes per share | vote                             10      
Common stock conversion ratio                             1      
Percentage of outstanding stock                             7.50%      
Class B Common Stock | Buddy Chester Sub LLC                                    
Class of Stock [Line Items]                                    
Stock issued during period, shares, conversion of convertible securities (in shares)                           (17,584,098)        
Conversion of stock, shares converted (in shares) (7,000,000) (2,377,932)     (1,250,000) (26,870,748)     (1,338,262) (5,328,543) (17,550,000) (12,325,000)            
Class B Common Stock | Secondary Offering | Buddy Chester Sub LLC                                    
Class of Stock [Line Items]                                    
Conversion of stock, shares converted (in shares)   (17,449,310)                                
v3.25.1
Segment Information - Narrative (Details)
12 Months Ended
Feb. 02, 2025
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reportable segments 1
v3.25.1
Segment Reporting - Schedule of Segment Reporting (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Segment Reporting, Asset Reconciling Item [Line Items]      
Net sales $ 11,861,335 $ 11,147,720 $ 10,119,000
Cost of goods sold 8,393,631 7,986,202 7,284,505
Gross profit 3,467,704 3,161,518 2,834,495
Fulfillment costs 1,300,000 1,300,000 1,200,000
Depreciation and amortization 114,557 109,693 83,440
Advertising and marketing 804,113 742,460 649,386
Income tax (benefit) provision (241,045) 8,650 2,646
Net income 392,738 39,580 49,899
Reportable Segment      
Segment Reporting, Asset Reconciling Item [Line Items]      
Net sales 11,861,335 11,147,720 10,119,000
Cost of goods sold 8,393,631 7,986,202 7,284,505
Gross profit 3,467,704 3,161,518 2,834,495
Fulfillment costs 1,309,385 1,286,213 1,209,193
Share-based compensation expense and related taxes 332,085 248,543 163,211
Depreciation and amortization 114,557 109,693 83,440
Other selling, general, and administrative expenses 794,977 798,234 672,844
Advertising and marketing 804,113 742,460 649,386
Income tax (benefit) provision (241,045) 8,650 2,646
Interest and other (income) expense (39,106) (71,855) 3,876
Net income $ 392,738 $ 39,580 $ 49,899
v3.25.1
Share-Based Compensation - Narrative (Details) - USD ($)
shares in Thousands, $ in Millions
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Jul. 11, 2024
PRSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation cost $ 22.6      
Unrecognized compensation cost, recognition period 1 year 9 months 18 days      
Awards vested (in shares) 54      
PRSUs | Director        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Awards vested (in shares)   100 200  
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation cost $ 465.4      
Unrecognized compensation cost, recognition period 2 years 6 months      
Awards vested (in shares) 14,557      
2024 Omnibus Incentive Plan | Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares allowed for issuance (in shares)       3,100
2024 Omnibus Incentive Plan | Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock reserved for future issuance (in shares) 83,500      
2024 Omnibus Incentive Plan | Class A Common Stock | Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares allowed for issuance (in shares)       80,000
v3.25.1
Share-Based Compensation - Schedule of Service and Performance Based-Awards Activity (Details) - $ / shares
shares in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
RSUs      
Number of PRSUs/ RSUs      
Beginning balance (in shares) 17,388    
Granted (in shares) 24,293    
Vested (in shares) (14,557)    
Forfeited (in shares) (4,597)    
Ending balance (in shares) 22,527 17,388  
Weighted Average Grant Date Fair Value      
Beginning balance (in dollars per share) $ 34.65    
Granted (in dollars per share) 17.48 $ 31.00 $ 41.54
Vested (in dollars per share) 27.20    
Forfeited (in dollars per share) 26.34    
Ending balance (in dollars per share) $ 22.65 $ 34.65  
PRSUs      
Number of PRSUs/ RSUs      
Beginning balance (in shares) 553    
Granted (in shares) 1,623    
Vested (in shares) (54)    
Forfeited (in shares) (125)    
Ending balance (in shares) 1,997 553  
Weighted Average Grant Date Fair Value      
Beginning balance (in dollars per share) $ 28.49    
Granted (in dollars per share) 16.95 $ 26.91 $ 43.59
Vested (in dollars per share) 40.04    
Forfeited (in dollars per share) 30.25    
Ending balance (in dollars per share) $ 18.69 $ 28.49  
v3.25.1
Share-Based Compensation - Schedule of Weighted Average Grant-Date Fair Value and Total Fair Value of Service and Performance Based-Awards Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average grant-date fair value (in dollars per share) $ 17.48 $ 31.00 $ 41.54
Total fair value of vested $ 432.2 $ 154.6 $ 47.6
PRSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average grant-date fair value (in dollars per share) $ 16.95 $ 26.91 $ 43.59
Total fair value of vested $ 1.3 $ 74.8 $ 145.5
v3.25.1
Share-Based Compensation - Schedule of Compensation Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense $ 306,435 $ 239,107 $ 158,122
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense 294,715 237,211 145,412
PRSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total share-based compensation expense $ 11,720 $ 1,896 $ 12,710
v3.25.1
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Current      
Federal $ 4,111 $ 3,243 $ 262
State 12,281 5,392 2,384
Foreign 16 15 0
Total current provision 16,408 8,650 2,646
Deferred      
Federal (210,027) 0 0
State (47,426) 0 0
Total deferred benefit (257,453) 0 0
Income tax (benefit) provision $ (241,045) $ 8,650 $ 2,646
v3.25.1
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
Foreign earnings, net of taxes 1.80% 2.80% 0.00%
State income taxes, net of federal tax benefit 8.30% (4.10%) 3.80%
Change in tax rate 0.00% 0.00% 2.50%
Share-based compensation and other nondeductible expenses 5.20% 16.80% (24.40%)
Tax credits (23.50%) (43.70%) (22.20%)
Other (5.30%) 0.90% 3.30%
Provision to return (4.50%) 0.00% 0.00%
Reserve for uncertain tax positions 14.40% 0.00% 0.00%
Change in valuation allowance (176.30%) 24.20% 21.00%
Effective rate (158.90%) 17.90% 5.00%
v3.25.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Jan. 30, 2022
Deferred tax assets:        
Operating lease liabilities $ 139,172 $ 144,965    
Inventories 13,208 13,313    
Share-based compensation 12,488 32,029    
Accrued expenses and reserves 15,496 16,495    
Net operating loss carryforwards 73,683 130,382    
Tax credit carryforwards 60,520 52,166    
Capitalized research expenditures 164,042 122,600    
Other 7,572 3,248    
Total deferred tax assets 486,181 515,198    
Less: valuation allowance 21,785 281,119 $ 230,692 $ 217,032
Deferred tax assets, net of valuation allowance 464,396 234,079    
Deferred tax liabilities:        
Operating lease right-of-use assets 116,954 123,563    
Depreciation 80,546 101,235    
Prepaids 8,484 7,289    
Other 959 1,992    
Total deferred tax liabilities 206,943 234,079    
Net deferred tax assets $ 257,453 $ 0    
v3.25.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Tax Credit Carryforward [Line Items]      
Increase (decrease) in valuation allowance $ (259,300)    
Unrecognized tax benefits 43,500    
Unrecognized tax benefits, interest on income taxes accrued 3,400    
Unrecognized tax benefits that would impact effective tax rate 40,100    
Payments for tax sharing agreement with related parties 0 $ (10,279) $ (2,828)
Income tax liabilities, indemnified 1,900,000    
Cash paid for income taxes 93,200    
Accrued income taxes   4,400  
Income taxes receivable 4,100    
Income taxes paid, net 118,200 1,800,000  
Excise taxes 5,100    
Capitalized research expenditures 164,042 122,600  
Related Party      
Tax Credit Carryforward [Line Items]      
Cash paid for income taxes 7,300 1,800,000  
Accrued income taxes 1,800 108,900  
Proceeds from income tax refunds 6,600    
Nonrelated Party      
Tax Credit Carryforward [Line Items]      
Cash paid for income taxes 25,000 $ 5,000  
Indemnification Agreement      
Tax Credit Carryforward [Line Items]      
Guarantor obligations 21,700    
Definitive expiration dates      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 178,500    
No expiration      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 221,800    
Federal      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 180,000    
Federal and state      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 400,300    
Foreign Tax Jurisdiction      
Tax Credit Carryforward [Line Items]      
Net operating loss carryforwards 69,800    
Federal Tax Credits      
Tax Credit Carryforward [Line Items]      
Increase (decrease) in valuation allowance (275,700)    
Current Year Activity      
Tax Credit Carryforward [Line Items]      
Increase (decrease) in valuation allowance 13,100    
State Tax Credits      
Tax Credit Carryforward [Line Items]      
Increase (decrease) in valuation allowance $ 3,300    
v3.25.1
Income Taxes - Schedule of Valuation Allowance Rollforward (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Valuation allowance, as of beginning of period $ 281,119 $ 230,692 $ 217,032
Valuation allowances established 16,335 50,434 14,970
Changes to existing valuation allowances (275,669) (7) (1,310)
Valuation allowance, as of end of period $ 21,785 $ 281,119 $ 230,692
v3.25.1
Income Taxes - Schedule of Operating Loss Carryforwards and Tax Credit Carryforwards (Details) - USD ($)
$ in Thousands
Feb. 02, 2025
Jan. 28, 2024
NOL carryforwards    
Foreign $ 18,487  
State 7,798  
Federal and state 47,398  
Total NOL carryforwards 73,683 $ 130,382
Tax credit carryforwards    
Federal and state 60,520  
Tax credit carryforwards $ 60,520 $ 52,166
v3.25.1
Income Taxes - Schedule of Uncertain Tax Positions (Details) - USD ($)
$ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Unrecognized Tax Benefits [Roll Forward]    
Beginning balance $ 18,298 $ 0
Additions due to parent reorganization transaction 0 18,298
Increases related to tax positions taken during the current year 8,231 0
Increases related to tax positions taken during the prior year 13,553 0
Ending balance $ 40,082 $ 18,298
v3.25.1
Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Feb. 02, 2025
Jan. 28, 2024
Jan. 29, 2023
Numerator      
Earnings attributable to common Class A and Class B stockholders $ 392,738 $ 39,580 $ 49,899
Weighted-average common shares used in computing earnings per share:      
Basic (in shares) 421,351 429,457 422,331
Effect of dilutive share-based awards (in shares) 9,639 2,583 5,439
Diluted (in shares) 430,990 432,040 427,770
Anti-dilutive stock-based awards excluded from diluted common shares (in shares) 6,845 11,058 5,377
Earnings per share attributable to common Class A and Class B stockholders:      
Basic (in dollars per share) $ 0.93 $ 0.09 $ 0.12
Diluted (in dollars per share) $ 0.91 $ 0.09 $ 0.12
v3.25.1
Certain Relationships and Related Party Transactions (Details) - BC Partners - Related Party - USD ($)
$ in Millions
Feb. 02, 2025
Jan. 28, 2024
Related Party Transaction [Line Items]    
Accounts payable, current $ 6.9  
Other receivables, current   $ 48.3
Other receivables, noncurrent $ 21.7 $ 19.7