Central Garden & Pet (CENT) adds director, lifts $100M stock buyback

Rhea-AI Filing Summary

Central Garden & Pet Company appointed longtime executive Kay M. Schwichtenberg to its Board of Directors and Audit Committee, effective March 1, 2026. She brings more than 40 years of animal health experience, including 29 years with the company.

The Compensation Committee set fiscal 2025 cash bonuses and updated total compensation for named executive officers, with CEO Nicholas Lahanas receiving $1,134,000 in non-equity incentive pay and total 2025 compensation of $3,039,762. Base salaries for key executives, including an increase in Mr. Lahanas’s salary to $990,000, became effective January 1, 2026, alongside new restricted stock and stock option grants under the 2003 Omnibus Equity Incentive Plan.

Shareholders elected all director nominees, ratified Deloitte & Touche LLP as auditor, and approved on an advisory basis the executive compensation package. The Board also increased the stock repurchase authorization by $100 million, bringing total authorized repurchases to approximately $127 million with no expiration date.

Insights

Equity & Governance Analyst

Director addition, higher executive pay and a larger buyback plan are notable but not thesis-changing.

Central Garden & Pet is reinforcing continuity by adding former executive Kay M. Schwichtenberg to the Board and Audit Committee. Her deep animal health background and long tenure suggest an emphasis on operational familiarity rather than a strategic reset.

Executive pay decisions show stronger performance-based payouts in fiscal 2025, with CEO total compensation rising to $3,039,762, including a $1,134,000 non-equity incentive. Shareholders broadly supported compensation, as advisory approval votes materially exceeded opposition, indicating current governance and pay structures are generally accepted.

The Board’s $100 million increase in stock repurchase authorization, lifting total capacity to about $127 million, signals willingness to return capital, but actual impact depends on future execution. The program has no expiration date, giving management flexibility to time purchases based on market conditions.

CENTRAL GARDEN & PET CO false 0000887733 0000887733 2026-02-11 2026-02-11 0000887733 us-gaap:CommonStockMember 2026-02-11 2026-02-11 0000887733 us-gaap:CommonClassAMember 2026-02-11 2026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 11, 2026

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

Delaware		001-33268		68-0275553
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597

(Address of principal executive offices) (Zip Code)

(925) 948-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CENT		The NASDAQ Stock Market LLC
Class A Common Stock		CENTA		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On February 12, 2026, the Board of Directors (the “Board”) of Central Garden & Pet Company (the “Company”) appointed Kay M. Schwichtenberg to the Company’s Board effective March 1, 2026. Ms. Schwichtenberg, 73, previously served as the Company’s Executive Vice President, Animal & Public Health from April 2014 until her retirement in February 2023. Prior to becoming Executive Vice President, she held several positions with the Company including Special Projects Advisor, President & CEO of Central Life Sciences and President of Wellmark International. Ms. Schwichtenberg joined the Company in 1997 in connection with its acquisition of the Consumer and Animal Health Division from Sandoz Agro, Inc., a global pharmaceutical company, where she was the Vice President and General Manager. She also served in a variety of sales and marketing capacities for Brunswick Corporation and Market Facts, Inc.

Ms. Schwichtenberg will also be appointed to the Audit Committee effective March 1, 2026. There are no arrangements or understanding between Ms. Schwichtenberg and any other persons pursuant to which she was selected as a director, and there are no transactions reportable under Item 404(a) of Regulation S-K in which Ms. Schwichtenberg has a direct or indirect material interest. She will be entitled to receive the standard cash and equity compensation paid to all directors as described in the Company’s most recent proxy statement.

Fiscal 2025 Bonus Determinations

On February 11, 2026, the Compensation Committee (the “Compensation Committee”) of the Board approved cash bonus payments to the Company’s named executive officers for fiscal 2025. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025 (the “Proxy Statement”), because the amount of the bonuses had not been determined at the time of filing the Proxy Statement. In accordance with Item 5.02(f), the table below updates the Non-Equity Incentive Plan Compensation and Total columns in the fiscal 2025 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed.

SUMMARY COMPENSATION TABLE

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(3)				Total ($)
Nicholas Lahanas Chief Executive Officer and Former Chief Financial Officer(1)			2025				893,365				—				1,000,022				—				1,134,000				12,375				3,039,762
			2024				522,568				—				396,971				—				245,000				11,746				1,176,285
			2023				508,669				—				249,998				—				222,000				11,685				992,352
Bradley G. Smith Chief Financial Officer(1)			2025				448,435				—				250,006				—				350,000				37,596				1,086,027
John Hanson President, Pet Consumer Products			2025				560,423				—				1,449,992				—				355,000				49,332				2,414,747
			2024				537,505				—				246,966				—				341,000				45,893				1,171,364
			2023				545,838				—				249,998				—				328,000				48,113				1,171,949
John D. Walker President, Garden Consumer Products			2025				563,379				—				250,006				—				354,375				45,550				1,213,310
			2024				550,714				—				246,966				—				167,000				42,745				1,007,425
			2023				559,000				—				249,998				—				136,000				43,735				988,733
William E. Brown Chairman of the Board of Directors			2025				306,508				—				1,200,019				—				194,670				28,771				1,729,968
			2024				300,000				—				444,592				—				132,000				26,359				902,951
			2023				311,538				—				449,996				—				99,000				22,671				883,205

(1) Mr. Lahanas resigned as our Chief Financial Officer effective September 28, 2024, and was appointed as Chief Executive Officer effective as of September 29, 2024. Upon Mr. Lahanas’s resignation as Chief Financial Officer, Mr. Smith was appointed as Chief Financial Officer effective as of September 29, 2024, the first day of the 2025 fiscal year.

(2) This column represents the grant date fair value in accordance with ASC 718 of restricted stock and PSUs awarded the named executive officers. The amounts shown include the aggregate grant date fair value of the shares issuable for PSUs awarded during fiscal 2025 at target achievement. These amounts do not represent the actual value that may be realized by the named executive officers. Please refer to Note 14, “Stock-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on November 26, 2025 for information on the valuation assumptions used in our computations.

The table below sets forth the grant date fair value for the PSUs awarded during fiscal 2025 based upon (i) the probable outcome of the performance conditions used for financial reporting purposes in accordance with ASC 718 as of the grant date, and (ii) the maximum outcome of performance conditions under the performance-related component at the level of 225% as of the grant date.

Name		Probable Outcome of Performance Conditions Grant Date ($)				Maximum Outcome of Performance Conditions Grant Date ($)
Nicholas Lahanas			500,011				1,125,024
Bradley G. Smith			125,003				281,256
John Hanson			125,003				281,256
John D. Walker			125,003				281,256
William E. Brown			—				—

(3) The components of the “All Other Compensation” column for fiscal 2025 are detailed in the following table:

Description		Nicholas Lahanas				Bradley G. Smith				John Hanson				John D. Walker				William E. Brown
Company matching contribution to 401(k) plan			10,500				11,164				10,500				10,500				9,122
Medical insurance premiums and medical reimbursement			585				24,344				23,931				24,150				19,328
Group term life insurance			1,290				1,290				1,821				1,300				321
Car allowance or lease			—				—				12,000				9,600				—
Mobile device			—				650				1,080				—				—
Gift Card			—				147				—				—				—
Total		$	12,375			$	37,596			$	49,332			$	45,550			$	28,771

In addition, the Compensation Committee approved an increase in Mr. Lahanas’s base salary to $990,000, Mr. Smith’s base salary to $481,500, Mr. Hanson’s base salary to $580,496, Mr. Walker’s base salary to $578,340, and Mr. Brown’s base salary to $315,798. The increases were effective as of January 1, 2026.

On February 11, 2026, the Board approved grants of restricted stock and stock options to certain executive officers under the Company’s 2003 Omnibus Equity Incentive Plan, pursuant to the form of agreements previously filed as exhibits to the Company’s filings with the SEC.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 11, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”), the following proposals were submitted to the shareholders:

1. The election of nine directors to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 26, 2026.

3. An advisory (non-binding) vote on the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. Holders of the Company’s Common Stock are entitled to one vote per share and holders of the Company’s Class B Stock are entitled to the lesser of ten votes per share or 49% of the total votes cast. Holders of the Company’s Common Stock and holders of the Company’s Class B Stock vote

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together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal One:

The following individuals were elected to serve as directors until the Company’s next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:

Director Nominee		For		Withheld		Broker Non-Votes
William E. Brown		13,522,640		3,181,199		361,184
Courtnee Chun		14,512,256		2,191,583		361,184
Brendan P. Dougher		14,482,302		2,221,537		361,184
Nicholas Lahanas		14,473,034		2,230,805		361,184
Randal D. Lewis		13,993,893		2,709,946		361,184
Christopher T. Metz		10,771,155		5,932,684		361,184
Brooks M. Pennington III		14,119,502		2,584,337		361,184
John R. Ranelli		14,135,124		2,568,715		361,184
Mary Beth Springer		14,002,492		2,701,347		361,184

Proposal Two:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 26, 2026 was ratified, by the votes set forth in the following table:

For		Against		Abstain		Broker Non-Votes(1)
17,177,566		230,538		2,009		0

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

Proposal Three:

The shareholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

For		Against		Abstain		Broker Non-Votes
16,346,943		218,084		70,794		361,184

Item 8.01 Other Events

On February 11, 2026, the Board approved a $100 million increase in the Company’s authorization to repurchase shares of its common stock. Following this increase, as of February 11, 2026, the total repurchase authorization will be approximately $127 million of the Company’s outstanding common stock. Repurchases may be effected from time to time on the open market or in privately negotiated transactions, or in such other manner as determined by the Company including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, based on a variety of factors such as price, corporate requirements, and overall market conditions. There can be no assurance as to the number of shares the Company will purchase, if any. The share repurchase program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice. The share repurchase program does not have an expiration date.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
Exhibit 99.1		Press release dated February 12, 2026 announcing appointment of new director.
Exhibit 99.2		Press release dated February 17, 2026 announcing increase in stock repurchase authorization.
Exhibit 104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL GARDEN & PET COMPANY
By:		/s/ Apur Patel
		Apur Patel
		Chief Legal Officer and Corporate Secretary

Dated: February 18, 2026

Exhibit 99.1

Central Garden & Pet Announces Kay M. Schwichtenberg as New Director

Kay M. Schwichtenberg Brings Decades of Experience in Animal Health

WALNUT CREEK, Calif.— Central Garden & Pet Company (NASDAQ: CENT), (NASDAQ: CENTA), a leading consumer goods company in the pet and garden industries, today announced that it has appointed Kay M. Schwichtenberg to its Board of Directors, effective March 1, 2026.

Ms. Schwichtenberg brings more than 40 years of experience in the animal health industry, including 29 years with Central. Most recently, she served as Central’s Executive Vice President, Animal & Public Health, a role she held until her retirement from the company in February 2023. Prior to that position, which she assumed in April 2014, Ms. Schwichtenberg held several senior leadership positions at Central, including Special Projects Advisor, President & CEO of Central Life Sciences, and President of Wellmark International.

Ms. Schwichtenberg joined Central in 1997 through the acquisition of the Consumer and Animal Health Division from Sandoz, Inc. (now Novartis, Inc.), a global pharmaceutical company, where she served as Vice President and General Manager. Earlier in her career, she held a variety of sales and marketing roles at Brunswick Corporation and Market Facts, Inc.

“On behalf of the Board, I am pleased to welcome Kay Schwichtenberg as a new director,” said Bill Brown, Chairman of the Board of Directors of Central Garden & Pet. “Kay brings deep leadership experience across consumer products and animal health, along with a strong understanding of Central and our businesses. Her perspective as an operator and executive will be a valuable addition to the Board as we continue to focus on growth, innovation, and long-term value creation. We look forward to working with Kay and benefiting from her insights.”

Ms. Schwichtenberg is an elected Life Director of the University of Illinois Foundation Board, where she served as a Chair, and a past chair of the American Pet Products Association (APPA). She completed the Advanced Executive Program at London Business School and is a member of the International Women’s Forum. She earned a Master of Business Administration from the University of Illinois at Chicago.

About Central Garden & Pet

Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) is a leading consumer goods company in the pet and garden industries. Guided by the belief that home is central to life, the company’s purpose is to proudly nurture happy and healthy homes. For over 45 years, its innovative and trusted solutions have helped lawns grow greener, gardens bloom bigger, pets live healthier, and communities grow stronger. Central is home to a diversified

portfolio of market-leading brands including Amdro^®, Aqueon^®, Best Bully Sticks^®, Cadet^®, C&S^®, Farnam^®, Ferry-Morse^®, Kaytee^®, Nylabone^®, Pennington^®, Sevin^® and Zoëcon^®. With fiscal 2025 net sales of $3.1 billion, the company has strong manufacturing and logistics capabilities supported by a passionate, entrepreneurial growth culture that incorporates sustainability. Central is headquartered in Walnut Creek, California, and employs over 6,000 people, primarily across North America. Visit www.central.com to learn more.

Investor & Media Contact

Friederike Edelmann

VP of Investor Relations & Corporate Sustainability

(925) 412 6726

fedelmann@central.com

Exhibit 99.2

Central Garden & Pet Announces Increase in Stock Repurchase Authorization

Walnut Creek, Calif.,– Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading consumer goods company in the pet and garden industries, announced today that its Board of Directors has authorized an increase in its stock repurchase program. Under the increased program, the company is authorized to purchase up to an additional $100 million of the company’s common stock and Class A common stock. The company stated that the acquisition of the company’s common stock at this time appeared to be advantageous to the company and its stockholders because management considers the market price of its shares to be currently undervalued.

The company’s stock repurchase program authorizes the purchase of the company’s common stock and Class A common stock through open market and privately negotiated transactions, including through Rule 10b5-1 trading plans, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice.

About Central Garden & Pet

Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) is a leading consumer goods company in the pet and garden industries. Guided by the belief that home is central to life, the company’s purpose is to proudly nurture happy and healthy homes. For over 45 years, its innovative and trusted solutions have helped lawns grow greener, gardens bloom bigger, pets live healthier, and communities grow stronger. Central is home to a diversified portfolio of market-leading brands including Amdro^®, Aqueon^®, Best Bully Sticks^®, Cadet^®, C&S^®, Farnam^®, Ferry-Morse^®, Kaytee^®, Nylabone^®, Pennington^®, Sevin^® and Zoëcon^®. With fiscal 2025 net sales of $3.1 billion, the company has strong manufacturing and logistics capabilities supported by a passionate, entrepreneurial growth culture that incorporates sustainability. Central is headquartered in Walnut Creek, California, and employs over 6,000 people, primarily across North America. Visit www.central.com to learn more.

Safe Harbor Statement

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts, including the timing and amounts of repurchases under our stock repurchase program, the market value of the company’s shares, and the potential impact on earnings per share, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. All forward-looking statements are based upon Central’s current expectations and various assumptions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release including, but not limited to, the following factors:

• economic uncertainty and other adverse macroeconomic conditions, including a potential recession or inflationary pressure;

• impacts of tariffs or a trade war;

• risks associated with international sourcing;

• fluctuations in energy prices, fuel and related petrochemical costs;

• declines in consumer spending and the associated increased inventory risk;

• seasonality and fluctuations in our operating results and cash flow;

• adverse weather conditions and climate change;

• the success of our Central to Home strategy and our Cost and Simplicity agenda;

• fluctuations in market prices for seeds and grains and other raw materials, including the impact of significant declines in grass seed market prices on our inventory valuation;

• risks associated with new product introductions, including the risk that our new products will not produce sufficient sales to recoup our investment;

• dependence on a small number of customers for a significant portion of our business;

• consolidation trends in the retail industry;

• supply shortages in pet birds, small animals and fish;

• potential credit risk associated with certain brick and mortar retailers in the pet specialty segment;

• reductions in demand for our product categories;

• competition in our industries;

• continuing implementation of an enterprise resource planning information technology system;

• regulatory issues;

• potential environmental liabilities;

• access to and cost of additional capital;

• the impact of product recalls;

• risks associated with our acquisition strategy, including our ability to successfully integrate acquisitions and the impact of purchase accounting on our financial results;

• potential goodwill or intangible asset impairment;

• the potential for significant deficiencies or material weaknesses in internal control over financial reporting, particularly of acquired companies;

• our dependence upon our key executives;

• our ability to recruit and retain members of our management team and employees to support our businesses;

• potential costs and risks associated with actual or potential cyberattacks;

• our ability to protect our trademarks and other proprietary rights;

• litigation and product liability claims;

• the impact of new accounting regulations and the possibility our effective tax rate will increase as a result of future changes in the corporate tax rate or other tax law changes;

• potential dilution from issuance of authorized shares; and

• the voting power associated with our Class B stock.

These risks and others are described in Central’s Securities and Exchange Commission filings. Central undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise.

Investor & Media Contact

Friederike Edelmann

VP of Investor Relations & Corporate Sustainability

(925) 412 6726

fedelmann@central.com

FAQ

What did Central Garden & Pet (CENT) disclose in its latest 8-K?

Central Garden & Pet reported several governance and capital decisions. The company appointed Kay M. Schwichtenberg as director, set 2025 executive bonuses and salary increases, confirmed shareholder voting results, and expanded its stock repurchase authorization by $100 million to roughly $127 million with no expiration date.

How large is Central Garden & Pet’s updated stock repurchase authorization?

The Board increased Central’s stock repurchase authorization by $100 million. Following this addition, total capacity is approximately $127 million of outstanding common stock, with repurchases permitted via open-market or privately negotiated transactions and through Rule 10b5-1 plans, without a specified expiration date.

Who is the new director appointed to Central Garden & Pet’s board?

Central appointed Kay M. Schwichtenberg to its Board effective March 1, 2026. She previously served as Executive Vice President, Animal & Public Health until her 2023 retirement and has held multiple senior leadership roles at Central, bringing more than 40 years of animal health and consumer products experience.

What executive compensation changes did Central Garden & Pet approve for 2025?

The Compensation Committee approved fiscal 2025 cash bonuses and updated totals for named executives. CEO Nicholas Lahanas received $1,134,000 in non-equity incentive pay and total compensation of $3,039,762, alongside base salary increases for key executives effective January 1, 2026, and new restricted stock and stock option grants.

How did shareholders vote on Central Garden & Pet’s executive pay proposal?

Shareholders approved executive compensation on an advisory, non-binding basis. Votes in favor of the named executive officer pay package significantly exceeded votes against and abstentions, indicating broad investor support for the company’s current compensation structure at the 2026 Annual Meeting of Shareholders.

What were the key outcomes of Central Garden & Pet’s 2026 Annual Meeting?

All director nominees were elected and key proposals passed. Shareholders elected the full slate of directors, ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, and approved the advisory vote on executive compensation, while broker non-votes were recorded where applicable.

How does Central Garden & Pet describe its business scale and focus?

Central reports it is a leading consumer goods company in pet and garden. With fiscal 2025 net sales of $3.1 billion, it highlights a diversified portfolio of branded products, strong manufacturing and logistics capabilities, and more than 6,000 employees primarily across North America.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 6.2 KB
• EX-99.2 EX-99.2 25.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB