STOCK TITAN

Central Garden & Pet (CENT) chair shifts voting control on family trust shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CENTRAL GARDEN & PET CO chairman and 10% owner William E. Brown reported indirect dispositions of Class A Common Stock tied to changes in family trust control. On August 18, 2025, 8,531 shares were reclassified when he and his spouse ceased serving as co-trustees of one irrevocable trust. On June 3, 2026, a further 11,586 shares were similarly affected for another family irrevocable trust, leaving him without investment control or voting power over those shares. The filing also lists 937,548 Class A shares held directly as of August 18, 2025. The trust-held shares are owned by various family irrevocable trusts, with Brown and his spouse disclaiming beneficial ownership except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider BROWN WILLIAM E
Role Chairman
Type Security Shares Price Value
Other Class A Common Stock F3, F2 11,586 $0.00 $0.00
Other Class A Common Stock F1, F2 8,531 $0.00 $0.00
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 354,159 shares (Indirect, By Irrevocable Trusts); Class A Common Stock — 937,548 shares (Direct)
Footnotes (3)
  1. F1. On August 18, 2025, the Reporting Person and his spouse ceased to be co-trustees under one of the family irrevocable trusts. As a result, the Reporting Person no longer has investment control or voting power over the shares in that trust.
  2. F2. These securities are owned directly by various family Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.
  3. F3. On June 3, 2026, the Reporting Person and his spouse ceased to be co-trustees under one of the family irrevocable trusts. As a result, the Reporting Person no longer has investment control or voting power over the shares in that trust.
Trust-related disposition 2026-06-03 11,586 shares of Class A Common Stock Indirect disposition via change of co-trustee status on June 3, 2026
Trust-related disposition 2025-08-18 8,531 shares of Class A Common Stock Indirect disposition via change of co-trustee status on August 18, 2025
Total restructuring shares 20,117 shares Shares involved in restructuring-type transactions coded as J
Direct holdings 937,548 shares of Class A Common Stock Directly owned shares as of August 18, 2025
Irrevocable Trusts financial
"These securities are owned directly by various family Irrevocable Trusts"
beneficial ownership financial
"disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaim beneficial ownership... except to the extent of his and his wife's pecuniary interest"
voting power financial
"no longer has investment control or voting power over the shares in that trust"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
investment control financial
"no longer has investment control or voting power over the shares in that trust"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CENTRAL GARDEN & PET (CENT) chairman William E. Brown report in this Form 4?

William E. Brown reported indirect dispositions of Class A Common Stock due to changes in control of family irrevocable trusts, plus a disclosure of his direct holdings as of August 18, 2025.

How many CENT Class A shares were affected by the June 3, 2026 trust change?

On June 3, 2026, a family irrevocable trust holding 11,586 CENT Class A shares changed trustees. Brown and his spouse ceased being co-trustees, so he no longer has investment control or voting power over those shares.

What happened to William E. Brown’s indirect CENT holdings on August 18, 2025?

On August 18, 2025, Brown reported an indirect disposition of 8,531 CENT Class A shares. This followed his and his spouse’s cessation as co-trustees of one family irrevocable trust, removing their voting and investment control over those shares.

How many CENT Class A shares does William E. Brown hold directly after these transactions?

The Form 4 shows Brown holding 937,548 CENT Class A shares directly as of August 18, 2025. This figure reflects his direct ownership and is separate from shares owned by family irrevocable trusts.

Are the CENT shares in the irrevocable trusts beneficially owned by William E. Brown?

The filing states the shares are owned by family Irrevocable Trusts. Brown and his spouse, as co-trustees, disclaim beneficial ownership of those securities except to the extent of their pecuniary interest.

Was a Rule 10b5-1 trading plan involved in these CENT Form 4 transactions?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as affirmative, and the transactions reflect trustee and control changes rather than open-market trading under a pre-arranged plan.
SEC Form 4
FORM 4UNITED 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*
BROWN WILLIAM E

(Last)(First)(Middle)
C/O CENTRAL GARDEN & PET COMPANY
1340 TREAT BLVD, SUITE 600

(Street)
WALNUT CREEK CALIFORNIA 94597

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2025J(1)8,531D$0365,727IBy Irrevocable Trusts(2)
Class A Common Stock06/03/2026J(3)11,586D$0354,159IBy Irrevocable Trusts(2)
Class A Common Stock937,548D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 18, 2025, the Reporting Person and his spouse ceased to be co-trustees under one of the family irrevocable trusts. As a result, the Reporting Person no longer has investment control or voting power over the shares in that trust.
2. These securities are owned directly by various family Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.
3. On June 3, 2026, the Reporting Person and his spouse ceased to be co-trustees under one of the family irrevocable trusts. As a result, the Reporting Person no longer has investment control or voting power over the shares in that trust.
/s/ William E. Brown08/10/2026
** Signature of Reporting PersonDate
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)