Central Garden & Pet (CENTA) Director Reports 10b5-1 Sale and Holdings

Rhea-AI Filing Summary

Brooks Pennington III, a director of Central Garden & Pet Co. (CENTA), reported dispositions of company stock in a Form 4 filing. The filing shows a 08/13/2025 disposal of 442 shares of Common Stock at $0 (code G) and a 08/14/2025 sale of 3,281 shares of Class A Common Stock under a Rule 10b5-1 sales plan at an average reported price of $32.822, with the price range for those sales reported as $33.20 to $32.60. After the reported transactions, the filing reports 130,956 shares of Common Stock beneficially owned directly and 37,046 shares of Class A Common Stock held directly, plus additional indirect holdings through spouse, LLCs, and a 401(k) stock fund as disclosed in the filing. The filer disclaims beneficial ownership of certain shares owned by spouse and entities except to the extent of pecuniary interest.

Positive

• Sale executed under Rule 10b5-1 plan which indicates pre-arranged trading and mitigates concerns about opportunistic timing
• Complete disclosure of direct and indirect holdings, including spouse, LLCs, and 401(k) fund interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider dispositions under a 10b5-1 plan, properly disclosed; no new governance concerns disclosed.

The Form 4 shows a director-initiated sale made pursuant to a Rule 10b5-1(c) plan and a separate gift/disposition coded as G. The filing includes required detail on direct and indirect holdings and disclaimers of beneficial ownership for spouse and related entities. From a governance perspective, the presence of a 10b5-1 plan signals pre-arranged trading and reduces concerns about opportunistic timing; the filing complies with Section 16 reporting conventions based on the included signatures and explanations.

Securities Analyst

TL;DR: Insider sold a modest number of shares; disclosed post-transaction holdings remain sizable.

The director sold 3,281 Class A shares at a reported average price of $32.822 under an established 10b5-1 plan and disposed of 442 Common Stock shares at $0 (code G). Reported direct beneficial ownership after the transactions is 130,956 Common shares and 37,046 Class A shares, with additional indirect interests via spouse, two LLCs, and a 401(k) fund. These figures are stated precisely in the filing and provide transparent disclosure of the insider's economic exposure.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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)
08/13/2025

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
Common Stock	08/13/2025		G		442	D	$0	130,956	D
Class A Common Stock	08/14/2025		S(1)		3,281	D	$32.822(2)	37,046	D
Class A Common Stock								6,579	I	By Spouse(3)
Class A Common Stock								20,911	I	By LLC(4)
Class A Common Stock								43,750	I	By BPCB(5)
Common Stock								6,938	I	By Spouse(3)
Common Stock								7,604	I	By LLC(4)
Units								2,241.88	I	By 401(k) Plan(6)

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. Sale effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

2. The range of prices for the shares of Class A Common Stock is from $33.20 to $32.60. The Reporting Person undertakes that the Reporting Person will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/Brooks Pennington III	08/15/2025
	** 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 transactions did Brooks Pennington III report on the Form 4 for CENTA?

He reported a 08/13/2025 disposition of 442 Common Stock shares (code G) and a 08/14/2025 sale of 3,281 Class A Common Stock shares under a Rule 10b5-1 plan at an average reported price of $32.822.

How many CENTA shares does Brooks Pennington III beneficially own after the reported transactions?

The filing reports 130,956 shares of Common Stock directly and 37,046 shares of Class A Common Stock directly following the reported transactions, plus additional indirect holdings disclosed in the filing.

Were the Class A share sales part of a 10b5-1 plan?

Yes. The filing states the sale was effected under a sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act.

Does the filing disclose indirect ownership or holdings by related entities?

Yes. The filing discloses indirect holdings by spouse, Pennington Management Company II, LLC, BPCB Timber Company, LLC, and units in the CENTA 401(k) stock fund.

Did Brooks Pennington III disclaim beneficial ownership of any reported shares?

Yes. The filing includes disclaimers that he disclaims beneficial ownership of certain shares owned by his spouse and the LLCs except to the extent of his pecuniary interest, as stated in the explanations.