Option exercise at Central Garden (NASDAQ: CENT) with shares for taxes

Rhea-AI Filing Summary

Central Garden & Pet Co President, Pet Consumer Products John Edward Hanson reported routine equity compensation activity involving stock options and related tax withholding. A stock option for 8,518 shares of Class A Common Stock was exercised at an exercise price of $35.216 per share, with the resulting shares held indirectly through the Hanson Family Trust.

To cover the aggregate option exercise price and tax obligations, 8,051 shares of Class A Common Stock were withheld by the issuer, described as a tax-withholding disposition rather than an open-market sale. After these transactions, the Hanson Family Trust held 7,622 shares of Class A Common Stock, while Hanson also held 49,092 Class A Common shares directly and 3,054.09 units in the issuer’s 401(k) CENTA Stock Fund.

Insider Trade Summary

8,518 shares exercised/converted

Mixed 5 txns

Insider Hanson John Edward

Role President, Pet Consumer Prod

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	8,518	$0.00	--
Exercise	Class A Common Stock	8,518	$35.216	$300K
Tax Withholding	Class A Common Stock	8,051	$38.85	$313K
holding	Units	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 15,673 shares (Indirect, By Hanson Family Trust); Units — 3,054.09 shares (Indirect, By 401(k) Plan); Class A Common Stock — 49,092 shares (Direct, null)

Footnotes (1)

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 6,815 shares Class A Common Stock on January 8, 2024 became exercisable for 8,518 shares of Class A Common Stock. Mr. Hanson disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the Hanson Family Trust dated 01/19/2024 except to the extent of his pecuniary interest therein. 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. The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash. This option was previously reported as an option for 6,815 shares of Class A Common Stock at an exercise price of $44.02 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, 1,703 shares of Class A Common Stock for no additional consideration. Options were granted on February 9, 2021 and all shares have vested and been exercised.

Key Figures

Options exercised: 8,518 shares Exercise price: $35.216 per share Shares withheld for taxes/exercise: 8,051 shares +4 more

7 metrics

Options exercised 8,518 shares Class A Common Stock exercised via stock option

Exercise price $35.216 per share Stock option exercise price for 8,518 shares

Shares withheld for taxes/exercise 8,051 shares Shares withheld by issuer to cover option cost and taxes

Direct Class A holdings after 49,092 shares Directly owned Class A Common Stock following transactions

Trust Class A holdings after 7,622 shares Class A Common Stock held by Hanson Family Trust after activity

401(k) CENTA units 3,054.09 units Interests in CENTA Stock Fund in issuer’s 401(k) plan

Option expiration date February 9, 2027 Original expiration date of exercised stock option grant

Key Terms

Stock Option (Right to Buy), tax-withholding disposition, 401(k) Plan, CENTA Stock Fund, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 8,051 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

401(k) Plan financial

"nature_of_ownership: "By 401(k) Plan" for units"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

CENTA Stock Fund financial

""The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan""

pecuniary interest financial

""except to the extent of his pecuniary interest therein""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 05:11 PM Accepted by SEC EDGAR 06/26/2026 - 05:11 PM Learn about SEC filing dates

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^*

Hanson John Edward

(Last) (First) (Middle)

1340 TREAT BLVD

SUITE 600

(Street)

WALNUT CREEK CALIFORNIA 94597-7578

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Pet Consumer Prod

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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

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

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

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	06/24/2026		M		8,518	A	$35.216(1)	15,673	I	By Hanson Family Trust(2)
Class A Common Stock	06/24/2026		F(3)		8,051	D	$38.85	7,622	I	By Hanson Family Trust(2)
Units								3,054.09	I	By 401(k) Plan(4)
Class A Common Stock								49,092	D

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)	$35.216(5)	06/24/2026		M			8,518(5)	(6)	02/09/2027	Class A Common Stock(5)	8,518(5)	$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 6,815 shares Class A Common Stock on January 8, 2024 became exercisable for 8,518 shares of Class A Common Stock.

2. Mr. Hanson disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the Hanson Family Trust dated 01/19/2024 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. The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.

5. This option was previously reported as an option for 6,815 shares of Class A Common Stock at an exercise price of $44.02 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, 1,703 shares of Class A Common Stock for no additional consideration.

6. Options were granted on February 9, 2021 and all shares have vested and been exercised.

	/s/ Filomena Eickstaedt as Attorney-in-Fact for John Hanson	06/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CENT executive John Edward Hanson report in this Form 4?

John Edward Hanson reported exercising stock options and covering related costs with shares. He exercised 8,518 Class A Common shares and had 8,051 shares withheld by the issuer to pay the option exercise price and tax obligations, a routine compensation-related transaction.

How many Central Garden (CENT) options did Hanson exercise and at what price?

Hanson exercised stock options for 8,518 shares of Class A Common Stock at an exercise price of $35.216 per share. These options were originally granted on February 9, 2021 and, according to the disclosure, all shares under this grant have vested and been exercised.

Were any of John Hanson’s CENT transactions open-market sales or purchases?

The filing shows no open-market buys or sells. Shares were acquired through an option exercise and 8,051 shares were withheld by the issuer to cover the option exercise price and taxes, which is characterized as a tax-withholding disposition, not a market trade.

What are John Hanson’s CENT holdings after these reported transactions?

After these transactions, Hanson directly holds 49,092 shares of Class A Common Stock. Indirectly, the Hanson Family Trust holds 7,622 shares, and his 401(k) account shows 3,054.09 units in the CENTA Stock Fund, which consists of CENTA shares and cash.

How is the Hanson Family Trust involved in these CENT share transactions?

The exercised 8,518 shares of Class A Common Stock are held indirectly through the Hanson Family Trust. Hanson disclaims beneficial ownership of shares held by the trust, except to the extent of his pecuniary interest, meaning the trust—not Hanson personally—formally owns those shares.

What does the Form 4 say about John Hanson’s remaining CENT stock options?

The filing indicates the reported option grant has been fully exercised, leaving zero derivative securities from that grant. A note states that options granted on February 9, 2021 have fully vested and been exercised, so no remaining options from this grant are outstanding.