Central Garden & Pet (CENT) chairman reports routine tax share withholding

Rhea-AI Filing Summary

Central Garden & Pet Company (CENT) director, chairman, and 10% owner William E. Brown reported routine tax‑related share withholding tied to restricted stock vesting. On February 6, 2026, the issuer withheld 1,882 shares of Class A common stock at $33.60 per share to cover withholding taxes. On February 9, 2026, the issuer withheld another 2,958 shares at $33.92 per share for the same purpose. After these transactions, Brown directly owned 925,525 Class A shares. In addition, 374,258 Class A shares are held by various family irrevocable trusts for the benefit of his children and grandchildren; Brown and his spouse serve as co‑trustees with investment control but disclaim beneficial ownership of those trust‑held shares.

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^*

BROWN WILLIAM E

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F		1,882(1)	D	$33.6	928,483	D
Class A Common Stock	02/09/2026		F		2,958(2)	D	$33.92	925,525	D
Class A Common Stock								374,258	I	By Irrevocable Trust(3)

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. Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock. The amount of shares withheld is based on the average of the high and low sales prices on February 6, 2026.

2. Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock. The amount of shares withheld is based on the average of the high and low sales prices on February 9, 2026.

3. These securities are owned directly by various family Irrevocable Trusts for the benefit of the Reporting Person's children and grandchildren 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.

	/s/ William E. Brown	02/10/2026
	** 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).
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FAQ

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

William E. Brown reported tax-related share withholding by Central Garden & Pet tied to vested restricted stock. The issuer withheld shares on two February 2026 dates to pay withholding taxes, a common administrative transaction rather than an open-market sale.

How many CENT Class A shares were withheld for taxes in February 2026?

The issuer withheld 1,882 Class A shares on February 6, 2026 at $33.60 and 2,958 shares on February 9, 2026 at $33.92. These withholdings covered tax liabilities from restricted stock vesting for William E. Brown.

How many CENTRAL GARDEN & PET (CENT) shares does William E. Brown own after the reported transactions?

After the reported withholding transactions, William E. Brown directly owned 925,525 Class A common shares of Central Garden & Pet. This figure reflects his direct holdings following the February 2026 tax-withholding events.

What CENT shares are held through irrevocable trusts related to William E. Brown?

Irrevocable family trusts hold 374,258 Class A shares of Central Garden & Pet for the benefit of William E. Brown’s children and grandchildren. Brown and his spouse are co‑trustees with investment control but disclaim beneficial ownership of these trust-held shares.

Were the reported CENT transactions open-market sales by William E. Brown?

No, the transactions were shares withheld by the issuer to pay withholding taxes on vested restricted stock. The filing states the shares were retained by Central Garden & Pet based on average market prices on the transaction dates.

How were the CENT withholding share prices determined on the Form 4?

The withholding prices were based on the average of the high and low sales prices of Central Garden & Pet Class A common stock on February 6, 2026 and February 9, 2026, as described in the footnotes.