Director linked trust exercises Central Garden (CENT) options with share withholding

Rhea-AI Filing Summary

Central Garden & Pet director John Ranelli reported an option exercise and related share withholding through a trust. On 02/10/2026, a stock option for 8,803 shares of Class A Common Stock was exercised at $22.72 per share, converting into 8,803 Class A shares held indirectly by the John R. Ranelli Trust.

The issuer withheld 5,916 Class A shares at $33.81 per share to cover the aggregate option exercise price and related obligations, leaving the trust with 4,314 Class A shares and 7,039 shares of Common Stock. The filing notes that Mr. Ranelli disclaims beneficial ownership of shares held by the trust except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ranelli John

(Last) (First) (Middle)

C/O CENTRAL GARDEN & PET COMPANY

1340 TREAT BLVD, SUITE 600

(Street)

WALNUT CREEK CA 94597

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [ CENT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2026		M		8,803	A	$22.72(1)	10,230	I	By John R. Ranelli Trust(2)
Class A Common Stock	02/10/2026		F(3)		5,916	D	$33.81	4,314	I	By John R. Ranelli Trust(2)
Common Stock								7,039	I	By John R. Ranelli Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$22.72(4)	02/10/2026		M			8,803(4)	(5)	02/11/2026	Class A Common Stock(4)	8,803(4)	$0	0	D

Explanation of Responses:

1. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions, an option for 7,043 shares Class A Common Stock on January 8, 2024 became exercisable for 8,803 shares of Class A Common Stock.

2. Mr. Ranelli disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the John R. Ranelli Trust dated 12/24/97 except to the extent of his pecuniary interest therein.

3. Shares withheld by the Issuer in payment of the aggregate option exercise price incurred upon the above-reported exercise of options. The amount of shares withheld is based on the respective average of the high and low sales prices on the date of exercise.

4. This option was previously reported as an option for 7043 shares of Class A Common Stock at an exercise price of $28.40 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 1760 shares of Class A Common Stock for no additional consideration.

5. Options were granted on February 11, 2020 and all shares are vested and have been exercised.

Remarks:

Exhibit 24.1; Power of Attorney

	/s/John Ranelli	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CENTRAL GARDEN & PET (CENT) report for John Ranelli?

Central Garden & Pet director John Ranelli exercised a stock option for 8,803 Class A Common shares on February 10, 2026. The resulting shares were held indirectly by the John R. Ranelli Trust, with some shares withheld by the issuer to cover the exercise-related obligations.

How many Central Garden (CENT) shares were acquired through the option exercise?

The option exercise resulted in 8,803 shares of Central Garden & Pet Class A Common Stock. These shares came from exercising a stock option previously adjusted for a stock dividend and are held indirectly through the John R. Ranelli Trust rather than directly by the director.

Why were 5,916 Central Garden (CENT) shares withheld in this Form 4 filing?

The issuer withheld 5,916 Class A Common shares in payment of the aggregate option exercise price and related obligations. The number of shares withheld was based on the average of the high and low sales prices for Central Garden & Pet stock on the exercise date.

What are John Ranelli’s indirect holdings in Central Garden & Pet (CENT) after the transactions?

After the reported transactions, the John R. Ranelli Trust held 4,314 shares of Class A Common Stock and 7,039 shares of Common Stock. These positions are reported as indirect ownership, and Mr. Ranelli disclaims beneficial ownership except to the extent of his pecuniary interest.

How did Central Garden’s prior stock dividend affect this option reported on Form 4?

A stock dividend declared on December 7, 2023 adjusted a previously reported option from 7,043 to 8,803 Class A shares. The adjustment reflected anti-dilution provisions and also entitled the reporting person to receive 1,760 additional Class A shares upon exercise for no extra consideration.

When were the Central Garden (CENT) options originally granted and what is their status now?

The options were originally granted on February 11, 2020. According to the filing, all shares underlying this grant were fully vested and have now been exercised, leaving no remaining derivative securities from this particular option award outstanding after the February 10, 2026 exercise.