Director at Central Garden & Pet (CENT) receives 3,584 Class A shares

Rhea-AI Filing Summary

Central Garden & Pet director Brooks Pennington III reported acquiring 3,584 shares of Class A Common Stock on February 11, 2026 through a restricted stock award granted under the company’s Nonemployee Director Equity Incentive Plan at $0 per share. After this award, he directly holds 40,630 Class A shares. The filing also lists additional indirect interests, including Class A and Common Stock held by his spouse, Pennington Management Company II, LLC, BPCB Timber Company, LLC, and units in the company’s 401(k) stock fund, with Pennington disclaiming beneficial ownership of certain indirectly held shares except for 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

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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^*

PENNINGTON BROOKS III

(Last) (First) (Middle)

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)
02/11/2026

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	02/11/2026		A		3,584(1)	A	$0	40,630	D
Class A Common Stock								6,579	I	By Spouse(2)
Class A Common Stock								20,911	I	By LLC(3)
Class A Common Stock								43,750	I	By BPCB(4)
Common Stock								6,938	I	By Spouse(2)
Common Stock								7,604	I	By LLC(3)
Common Stock								130,956	D
Units								2,241.088	I	By 401(k) Plan(5)

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

Explanation of Responses:

1. Restricted stock award granted under the Company's Nonemployee Director Equity Incentive Plan, as amended.

2. Mr. Pennington disclaims beneficial ownership of 6,579 shares of the Issuer's Class A Common Stock owned by his spouse and 6,938 shares of the Issuer's Common Stock owned by his spouse.

3. By Pennington Management Company II, LLC, in which Mr. Pennington has an ownership interest. Mr. Pennington is the President of Pennington Management Company II, LLC. Mr. Pennington disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. By BPCB Timber Company, LLC, in which Mr. Pennington has an ownership interest. Mr. Pennington is the Managing Member of BPCB Timber Company, LLC. Mr. Pennington disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. 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.

Remarks:

Exhibit 24.1; Power of Attorney

	/s/Brooks Pennington III	02/13/2026
	** 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 CENT director Brooks Pennington III report?

He reported acquiring 3,584 shares of Class A Common Stock as a restricted stock award at $0 per share. The grant was made under Central Garden & Pet’s Nonemployee Director Equity Incentive Plan on February 11, 2026, increasing his direct Class A holdings.

How many Central Garden & Pet Class A shares does Pennington own after this Form 4?

After the reported restricted stock award, Brooks Pennington III directly holds 40,630 shares of Central Garden & Pet Class A Common Stock. This figure reflects his direct ownership only and excludes additional indirect interests held through his spouse and related entities.

What plan granted the 3,584 restricted Class A shares to the CENT director?

The 3,584 Class A shares were granted as a restricted stock award under Central Garden & Pet’s Nonemployee Director Equity Incentive Plan, as amended. This plan provides equity compensation to nonemployee directors, and the award carried a stated price of $0 per share.

What indirect holdings related to CENT does Brooks Pennington III disclose?

He reports indirect interests in Central Garden & Pet securities through his spouse, Pennington Management Company II, LLC, BPCB Timber Company, LLC, and units in the company’s 401(k) stock fund. He disclaims beneficial ownership of certain indirectly held shares except for his pecuniary interest.

Does the CENT director disclaim beneficial ownership of any reported shares?

Yes. Brooks Pennington III disclaims beneficial ownership of shares owned by his spouse and of securities held by Pennington Management Company II, LLC and BPCB Timber Company, LLC, except to the extent of his pecuniary interest. These positions are nevertheless reported as indirect interests.