Central Garden & Pet (CENT) director exercises options and receives new stock grant

Rhea-AI Filing Summary

Central Garden & Pet director Mary Beth Springer reported several equity transactions in Class A Common Stock on February 11, 2026. She exercised a stock option covering 8,803 shares at an exercise price of $22.72 per share, converting a previously granted option into common shares.

To cover the option exercise price or related tax obligations, 5,948 shares of Class A Common Stock were withheld by the company at a reference price of $33.63 per share. She also received a restricted stock award of 3,584 shares at no cost under the company’s Nonemployee Director Equity Incentive Plan, ending with direct ownership of 26,631 Class A shares after these transactions.

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^*

SPRINGER MARY BETH

(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)
02/11/2026

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		M		8,803	A	$22.72(1)	28,995	D
Class A Common Stock	02/11/2026		F(2)		5,948	D	$33.63	23,047	D
Class A Common Stock	02/11/2026		A		3,584(3)	A	$0	26,631	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)	$22.72(4)	02/11/2026		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. 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.

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

4. This option was previously reported as an option for 7,043 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, 1,760 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/Filomena Eickstaedt as Attorney-in-Fact for Mary Beth Springer	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CENT director Mary Beth Springer report?

Mary Beth Springer reported exercising options for 8,803 Class A shares, having 5,948 shares withheld to cover costs, and receiving a 3,584-share restricted stock award. All transactions occurred on February 11, 2026 and involved direct ownership.

How many Central Garden & Pet (CENT) shares does Mary Beth Springer now hold?

After the reported transactions, Mary Beth Springer directly owns 26,631 shares of Central Garden & Pet Class A Common Stock. This reflects the net result of option exercise, share withholding for costs, and a new restricted stock award granted to her as a nonemployee director.

What was the option exercise price in the CENT Form 4 filing?

The stock option exercised by Mary Beth Springer carried an exercise price of $22.72 per share for 8,803 Class A shares. This option had been adjusted for a prior stock dividend and was fully vested and exercised as of the reported transaction date.

Why were 5,948 CENT shares withheld from Mary Beth Springer?

5,948 Class A shares were withheld by Central Garden & Pet to pay the aggregate option exercise price or related tax liabilities. The number of withheld shares was based on the average of the high and low market prices on the option exercise date.

What is the nature of the 3,584-share grant to the CENT director?

The 3,584 shares reported with a price of $0 represent a restricted stock award to Mary Beth Springer. This award was granted under Central Garden & Pet’s Nonemployee Director Equity Incentive Plan, providing additional Class A shares at no cash cost to her.

How did a prior stock dividend affect Mary Beth Springer’s CENT option?

A stock dividend declared on December 7, 2023 adjusted her option from 7,043 to 8,803 shares and reduced the exercise price. The adjustment also entitled her to an additional 1,760 Class A shares upon exercise for no extra consideration, under anti-dilution provisions.