Central Garden & Pet CAO settles taxes with 3.9k-share withholding

Rhea-AI Filing Summary

Central Garden & Pet Company (CENTA) – Form 4 filing, 15 Jul 2025

Chief Accounting Officer Howard Machek reported a single transaction dated 13 Jul 2025 involving 3,924 Class A common shares (transaction code F). Code F indicates shares were withheld to cover payroll-tax obligations triggered by the vesting of previously awarded restricted stock, at an average price of $35.85. After the withholding, Machek still owns 45,091 Class A shares directly, plus 1,000 common shares and indirect exposure to 6,678 units of CENTA stock through the company 401(k) plan.

• Net disposition equals roughly 8% of his prior Class A holdings, a modest percentage that is typical for tax-settlement activity.
• No open-market sale, option exercise, or additional derivative activity was disclosed.

The filing is largely procedural; it neither signals a strategic reduction in ownership nor introduces new compensation awards.

Positive

• Officer retains 45,091 Class A shares, indicating continued alignment with shareholder interests.
• Transaction is code F (tax withholding), which is generally viewed as non-discretionary and neutral to insider sentiment.

Negative

• 3,924 shares surrendered represent a small dilution of insider ownership, though routine.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale; no directional signal for CENTA.

The code F designation makes clear the shares were surrendered to satisfy withholding taxes on vested restricted stock. Such transactions are neutral because the insider receives no cash and retains a sizeable stake (≈45 k shares). The modest 3.9 k-share reduction does not materially alter insider ownership levels and does not imply a change in sentiment. No options were exercised and no derivative positions were opened or closed, so dilution risk and insider selling pressure remain unchanged. Overall, the disclosure is non-impactful for valuation or trading outlook.

Corporate Governance Expert

TL;DR: Compliance event; confirms ongoing equity-based compensation alignment.

The form satisfies Section 16 reporting requirements and demonstrates timely disclosure. Withholding-tax settlements upon vesting are standard practice and suggest compensation policies are functioning as designed. Continued direct ownership above 45 k shares supports incentive alignment between the CAO and shareholders. No red flags emerge regarding governance or insider confidence.

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
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Machek Howard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2025

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
Class A Common Stock	07/13/2025		F(1)		3,924	D	$35.85	45,091	D
Common Stock								1,000	D
Units								6,678	I	By 401(k) Plan(2)

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 delivered by Reporting Person in payment of the withholding tax liability upon vesting of restricted stock. The amount of shares withheld is based on the average of the high and low sales prices of CENTA on July 14, 2025.

2. 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/Filomena Eickstaedt as Attorney-in-Fact for Howard Machek	07/15/2025
	** 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

How many CENTA shares did the CAO dispose of?

Howard Machek surrendered 3,924 Class A shares on 13 Jul 2025 to cover withholding taxes.

What price was used for the tax-withholding shares?

The shares were valued at $35.85, the average of the high and low prices on 14 Jul 2025.

How many CENTA shares does the CAO still own?

After the transaction, Machek holds 45,091 Class A shares directly, plus 1,000 common shares and 6,678 401(k) units.

Was this an open-market sale?

No. Code F indicates shares were withheld by the issuer for tax purposes, not sold on the open market.

Does the Form 4 indicate any new options or derivatives?

No derivative securities were acquired or disposed of; Table II is blank.