Chewy, Inc. (NYSE: CHWY) (“Chewy”), a leader in pet food, supplies and healthcare, announced today it has entered into a definitive agreement to acquire SmartPak Equine, LLC (“SmartEquine”) from Covetrus, Inc.

SmartEquine, which rebranded from SmartPak in July 2025, is a leading U.S. provider of equine health products. The company is recognized for its proprietary subscription-based supplement programs, personalized nutrition plans, and broad portfolio of tack, gear, and therapeutic products designed to meet the unique needs of every horse and rider.

This acquisition strengthens Chewy’s position as a leader in the equine category and accelerates the company’s expansion into higher-margin health and wellness verticals. By combining SmartEquine’s premium product portfolio and loyal customer base with Chewy’s unmatched logistics, innovation, and customer service, Chewy will deliver a differentiated and comprehensive value proposition to equine customers nationwide.

Key expected benefits to Chewy include:

• Category Expansion and Margin Growth: Enhances Chewy’s product mix with a broader offering in the high-margin equine supplements segment.
• Recurring Revenue Synergies: SmartEquine’s subscription model aligns with and strengthens Chewy’s recurring revenue base.
• Customer Lifetime Value Growth: Expands Chewy’s opportunity to increase share of wallet among a passionate and underserved customer segment.
• Financial Accretion: The transaction is expected to be adjusted EBITDA margin accretive upon closing.

“We are thrilled to welcome SmartEquine to Chewy,” said Mita Malhotra, President, Chewy Health. “Together, we’ll bring even greater expertise, convenience, and care as a trusted destination for the equine community.”

The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in Chewy’s fourth quarter of fiscal year 2025. The deal is an all-cash transaction that Chewy anticipates financing through its existing balance sheet.

Reaffirms Third Quarter Financial Outlook

Chewy reaffirms its third quarter fiscal year 2025 financial guidance as provided on September 10, 2025 as part of its second quarter earnings release.

Our guidance is based on certain assumptions, including current expectations regarding the impact of general economic conditions, and is subject to various risks and uncertainties applicable to all forward-looking statements in this communication. See “Forward-Looking Statements” for more information.

About Chewy

Our mission is to be the most trusted and convenient destination for pet parents and partners everywhere. We believe that we are the preeminent online source for pet products, supplies and prescriptions as a result of our broad selection of high-quality products and services, which we offer at competitive prices and deliver with an exceptional level of care and a personal touch to build brand loyalty and drive repeat purchasing. We seek to continually develop innovative ways for our customers to engage with us, as our websites and mobile applications allow our pet parents to manage their pets’ health, wellness, and merchandise needs, while enabling them to conveniently shop for our products. We partner with approximately 3,200 of the best and most trusted brands in the pet industry, and we create and offer our own private brands. Through our websites and mobile applications, we offer our customers approximately 130,000 products and services offerings, to bring what we believe is a high-bar, customer-centric experience to our customers.

About SmartEquine

SmartEquine, formerly known as SmartPak, is the #1 equine health brand dedicated to helping every horse live its best life every day. For more than a quarter of a century, SmartEquine has earned the trust of riders and veterinarians through science-backed supplements, innovative delivery systems, and world-class customer care. Believing every horse is One of a Kind, SmartEquine delivers personalized solutions that make daily care easier and more precise. Its signature SmartPak supplement feeding system provides the ultimate in accuracy and control - so horses get exactly what they need, every day. Beyond supplements, SmartEquine offers a complete wellness portfolio that includes grooming, tack, barn essentials, and therapeutic products - everything horse owners need to support health, comfort, and performance. Driven by a passion for horses and a commitment to innovation, SmartEquine continues to set the gold standard in equine health and wellness.

Foward-Looking Statements

This communication contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this communication, including statements regarding the expected timing and completion of the proposed acquisition, our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these identifying words.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those in such forward-looking statements, including but not limited to, the ability to satisfy closing conditions to the proposed acquisition; the occurrence of any event that could give rise to termination of the definitive agreement to the proposed acquisition; the risk that the proposed acquisition may not be completed on the anticipated timeline or at all; the ability to successfully integrate the proposed acquisition into our existing business; the ability to realize anticipated benefits of the proposed acquisition; our ability to achieve or exceed the financial outlook and guidance provided for future periods; our ability to sustain our recent growth rates and successfully manage challenges to our future growth, including introducing new products or services, improving existing products and services, and expanding into new jurisdictions and offerings; our ability to successfully respond to business disruptions; our ability to successfully manage risks related to the macroeconomic environment, including any adverse impacts on our business operations, financial performance, supply chain, workforce, facilities, customer services and operations; our ability to acquire and retain new customers in a cost-effective manner and increase our net sales, improve margins and maintain profitability; our ability to manage our growth effectively; our ability to maintain positive perceptions of Chewy and preserve, grow, and leverage the value of our reputation and our brand; our ability to limit operating losses as we continue to expand our business; our ability to forecast net sales and appropriately plan our expenses in the future; our ability to estimate our market share; our ability to strengthen our current supplier relationships, retain key suppliers, and source additional suppliers; our ability to negotiate acceptable pricing and other terms with third-party service providers, suppliers and outsourcing partners and maintain our relationships with such parties; our ability to mitigate changes in, or disruptions to, our shipping arrangements and operations; our ability to optimize, operate and manage the expansion of the capacity of our fulfillment centers; our ability to provide our customers with a cost-effective platform that is able to respond and adapt to rapid changes in technology; our ability to limit our losses related to online payment methods; our ability to maintain and scale our technology, the reliability of our websites, mobile applications, and network infrastructure, including through the use of artificial intelligence; our ability to maintain adequate cybersecurity with respect to our systems and retain third-party service providers that do the same with respect to their systems; our ability to maintain consumer confidence in the safety, quality and health of our products; our ability to limit risks associated with our suppliers and our outsourcing partners; our ability to comply with existing or future laws and regulations in a cost-efficient manner; our ability to utilize net operating loss and tax credit carryforwards, and other tax attributes; our ability to adequately protect our intellectual property rights; our ability to successfully defend ourselves against any allegations or claims that we may be subject to; our ability to attract, develop, motivate and retain highly-qualified and skilled employees; our ability to respond to economic conditions, industry trends, and market conditions, and their impact on the pet products market; our ability to reduce merchandise returns or refunds; our ability to respond to severe weather and limit disruption to normal business operations; our ability to successfully compete in new offerings; our ability to manage challenges presented by international markets; our ability to successfully compete in the pet products and services health and retail industry, especially in the e-commerce sector; our ability to comply with the terms of our credit facility; our ability to raise capital as needed; and our ability to maintain effective internal control over financial reporting.

You should not rely on forward-looking statements as predictions of future events, and you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of factors. We have based the forward-looking statements contained in this communication primarily on our current assumptions, expectations, and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025, in our other filings with the Securities and Exchange Commission, our subsequent quarterly reports, and elsewhere in this communication. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this communication. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this communication. While we believe that such information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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