Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2022, the board of directors (the "Board") of Chewy, Inc. (the "Company") appointed Mr. Marco Castelli to fill the vacancy on the Board created by the previously reported resignation of Ms. Sharon L. McCollam. Mr. Castelli will serve on the Board as a Class I director, with a term expiring at the Company's annual meeting of stockholders in 2023. The Board also approved a decrease in the size of the Board from thirteen to twelve directors.

Mr. Castelli currently serves as Partner at BC Partners. Before joining BC Partners in 2006, Mr. Castelli served as a management consultant at Bain & Company from January 2005 to August 2006. Mr. Castelli currently serves on the boards of I.M.A., Forno d'Asolo, DentalPro and Cigierre, and has been involved in investments in Shawbrook, Acuris, Cote, Migros Turk, Gruppo Coin, Cote Restaurants, and Com Hem during his service with BC Partners. Mr. Castelli holds a Master of Business Administration degree from the University of Chicago, Booth School of Business and a degree in Business Administration from Bocconi University in Italy.

Pursuant to the Investor Rights Agreement, dated June 13, 2019, among the Company and holders of its Class B common stock (which are affiliates of BC Partners), as long as such stockholders continue to hold a majority of the combined voting power of the Company's securities entitled to vote generally in the election of directors of the Company, such stockholders will be entitled to nominate a majority of our Board.

The Company entered into an indemnification agreement with Mr. Castelli in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the indemnification agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 3, 2019. There are no other transactions with Mr. Castelli which would require disclosure under Item 404(a) of Regulation S-K.

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