STOCK TITAN

Petco Q2 profit rises to $38.7M on flat sales

Petco delivered higher margins, stronger earnings and improved free cash flow on flat sales, while extending debt maturities and bolstering available liquidity.

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. (WOOF) reported essentially flat sales but stronger profitability for the quarter ended August 1, 2026. Net sales were $1.49 billion, up slightly year over year, with comparable sales increasing 0.6%. Services and other revenue grew, while supplies and companion animals declined, and consumables were stable.

Gross margin improved to 39.7% and operating income rose to $47.8 million, aided by a $6.8 million net tariff refund. Net income attributable to Class A and B‑1 stockholders increased to $38.7 million, and Adjusted EBITDA grew to $122.2 million, expanding margin to 8.2%. Free cash flow for the first half of fiscal 2026 was $60.8 million, supported by better working capital and tariff refunds. Petco refinanced its term loan, issued $600 million of senior secured notes maturing 2031, and ended the quarter with $293.5 million in cash and $487.6 million of ABL availability, while remaining in covenant compliance.

Positive

  • Net income jumped to $38.7 million from $14.0 million year over year, reflecting better profitability and tax benefits.
  • Adjusted EBITDA increased to $122.2 million from $113.9 million, with margin improving from 7.6% to 8.2%.
  • Free cash flow for the first half of fiscal 2026 rose to $60.8 million from $9.9 million, driven by stronger operations and working capital.
  • Refinancing into an $900 million Amended First Lien Term Loan plus $600 million senior secured notes extends maturities to 2031 and slightly reduced interest expense.
  • Liquidity is solid with $293.5 million in cash and $487.6 million of ABL availability as of August 1, 2026.

Negative

  • None.

Filing Explained

Issued Class A shares reduce existing holders’ ownership percentages, while refinancing leaves Petco with term-loan and note obligations maturing in 2031.

Petco’s Form 10-Q is an unaudited quarterly report for the period ended August 1, 2026; it records a completed February debt refinancing and additional Class A shares issued by period-end.

Class A shares issued and outstanding increased from 243.7 million at January 31 to 248.2 million at August 1, 2026, which reduces an existing holder’s percentage ownership absent offsetting changes.

The refinancing replaced the prior $1.5 billion term loan with a $900.0 million amended term loan and $600.0 million of senior secured notes; both mature in 2031, and the company later prepaid $75.0 million of term-loan principal in September 2026.

The filing also reports nonvested RSUs and RSAs and options outstanding; separately, 16.1 million potential shares were excluded from diluted shares as anti-dilutive for the twenty-six weeks ended August 1, 2026.

Quarterly net sales $1,489.2 million Thirteen weeks ended August 1, 2026
Quarterly net income $38.7 million Net income attributable to Class A and B-1 stockholders for thirteen weeks ended August 1, 2026
Adjusted EBITDA $122.2 million Thirteen weeks ended August 1, 2026, up from $113.9 million a year earlier
Free Cash Flow $60.8 million Twenty-six weeks ended August 1, 2026
Comparable sales change 0.6% Thirteen and twenty-six weeks ended August 1, 2026
Gross margin 39.7% Thirteen weeks ended August 1, 2026, compared with 39.3% a year earlier
Amended First Lien Term Loan balance $897.8 million Outstanding principal as of August 1, 2026
Cash and cash equivalents $293.5 million Balance as of August 1, 2026
Adjusted EBITDA financial
"We present Adjusted EBITDA, a non-GAAP financial measure, because we believe"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"Free Cash Flow is a non-GAAP financial measure that is calculated as net cash"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Amended First Lien Term Loan financial
"the amendment provided that certain lenders would provide new term loans"
Senior Secured Notes financial
"the Company issued $600.0 million in aggregate principal amount of senior secured notes"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
cash flow hedges financial
"The interest rate swap and collars are accounted for as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Net sales (quarter) $1,489.2 million Up slightly from $1,488.5 million in the prior-year quarter
Net income (quarter) $38.7 million Increased from $14.0 million in the prior-year quarter
Adjusted EBITDA (quarter) $122.2 million Increased from $113.9 million in the prior-year quarter
Net sales (first half) $2,986.0 million Up from $2,981.9 million in the prior-year period
Net income (first half) $23.5 million Improved from $2.3 million in the prior-year period
Adjusted EBITDA (first half) $219.6 million Increased from $203.3 million in the prior-year period

FAQ

How did WOOF’s revenue perform in the quarter ended August 1, 2026?

Revenue was essentially flat. Petco reported net sales of $1.489 billion versus $1.489 billion a year earlier, with a 0.6% comparable sales increase driven by services growth and stable consumables, partially offset by lower supplies and a slightly smaller store base.

What were Petco (WOOF) earnings and margins this quarter?

Petco generated net income of $38.7 million, up from $14.0 million. Operating income rose to $47.8 million and gross margin improved to 39.7%. Adjusted EBITDA was $122.2 million, with margin expanding to 8.2% of net sales.

How strong was Petco (WOOF) cash flow and liquidity in the first half of 2026?

Net cash provided by operating activities was $130.6 million, and Free Cash Flow reached $60.8 million. As of August 1, 2026, Petco held $293.5 million in cash and had $487.6 million available under its ABL Revolving Credit Facility.

What debt refinancing did Petco (WOOF) complete in 2026?

On February 2, 2026, Petco refinanced its term loan, establishing a $900.0 million Amended First Lien Term Loan maturing February 2, 2031 and issuing $600.0 million of senior secured notes maturing February 1, 2031. The prior $1.5 billion term loan was repaid using these proceeds and cash on hand.

How did comparable sales and segment mix trend for Petco (WOOF)?

Comparable sales increased 0.6% for both the quarter and first half. For the quarter, consumables sales were $731.3 million, supplies and companion animals were $485.6 million, and services and other grew to $272.4 million, or 18.3% of net sales.

What impact did tariffs and tax items have on WOOF’s results?

Gross profit included a $6.8 million net benefit from tariff refunds related to prior payments under the International Emergency Economic Powers Act. A $13.4 million reduction in unrecognized tax benefits following Joint Committee on Taxation review contributed to an income tax benefit and a (68.5)% effective tax rate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 1, 2026

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39878

 

Petco Health and Wellness Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

81-1005932

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

 

10850 Via Frontera

San Diego, California

92127

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 453-7845

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

 

WOOF

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The number of shares of the registrant’s Class A Common Stock outstanding as of September 2, 2026 was 248,628,576.

The number of shares of the registrant’s Class B-1 Common Stock outstanding as of September 2, 2026 was 37,790,781.

The number of shares of the registrant’s Class B-2 Common Stock outstanding as of September 2, 2026 was 37,790,781.

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

4

 

 

 

Item 1.

Financial Statements (Unaudited)

4

 

Consolidated Balance Sheets

4

 

Consolidated Statements of Operations

5

 

Consolidated Statements of Comprehensive Loss

6

 

Consolidated Statements of Equity

7

 

Consolidated Statements of Cash Flows

8

 

Notes to Unaudited Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

 

 

 

PART II.

OTHER INFORMATION

26

 

 

 

Item 1.

Legal Proceedings

26

Item 1A.

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3.

Defaults Upon Senior Securities

26

Item 4.

Mine Safety Disclosures

26

Item 5.

Other Information

26

Item 6.

Exhibits

27

Signatures

28

 

 

1


 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are not statements of historical fact, including, but not limited to, statements regarding: our expectations with respect to our revenue, expenses, profitability, and other operating results; our growth plans; our ability to compete effectively in the markets in which we participate; the execution on our transformation initiatives; and the impact of certain macroeconomic factors, including tariffs, inflationary and interest rate pressures, consumer spending patterns, global supply chain constraints, and global economic and geopolitical developments, on our business. Forward-looking and other statements in this Form 10-Q may also address our progress, plans, and goals with respect to sustainability initiatives, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the U.S. Securities and Exchange Commission (the “SEC”). Such plans and goals may change, and statements regarding such plans and goals are not guarantees or promises that they will be met. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Such forward-looking statements can generally be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “intends,” “will,” “shall,” “should,” “anticipates,” “opportunity,” “illustrative”, “estimates,” “projects,” “forecasts” or the negative thereof or other variations thereon or comparable terminology. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct or that any forward-looking results will occur or be realized. Nothing contained in this Form 10-Q is, or should be relied upon as, a promise or representation or warranty as to any future matter, including any matter in respect of our operations or business or financial condition. All forward-looking statements are based on current expectations and assumptions about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant uncertainties and contingencies, many of which are outside of our control.

Forward-looking statements are subject to many risks, uncertainties and other factors that could cause actual results or events to differ materially from the potential results or events discussed in such forward-looking statements, including, without limitation, those identified in this Form 10-Q as well as the following: (i) increased competition (including from multi-channel retailers, mass and grocery retailers, and e-Commerce providers); (ii) reduced consumer demand for our products and/or services; (iii) our reliance on key vendors; (iv) our ability to attract and retain qualified employees; (v) risks arising from statutory, regulatory, and/or legal developments; (vi) macroeconomic pressures in the markets in which we operate, including inflation, prevailing interest rates, and the impact of tariffs and tariff refunds; (vii) failure to effectively manage our costs; (viii) our reliance on our information technology systems; (ix) our ability to prevent or effectively respond to a data privacy or security breach; (x) our ability to effectively manage or integrate strategic ventures, alliances, or acquisitions and realize the anticipated benefits of such transactions; (xi) economic or regulatory developments that might affect our ability to provide attractive promotional financing; (xii) business interruptions and other supply chain issues; (xiii) catastrophic events, political tensions, conflicts and wars (such as the ongoing conflicts in Ukraine and the Middle East), government shutdowns, health crises, and pandemics; (xiv) our ability to maintain positive brand perception and recognition; (xv) product safety and quality concerns; (xvi) changes to labor or employment laws or regulations; (xvii) our ability to effectively manage our real estate portfolio; (xviii) constraints in the capital markets or our vendor credit terms; (xix) changes in our credit ratings; (xx) impairments of the carrying value of our goodwill and other intangible assets; (xxi) our ability to successfully implement our operational adjustments, achieve the expected benefits of our cost action plans, and drive improved profitability; (xxii) our ability to deliver sustainable, profitable growth; and (xxiii) the other risks, uncertainties and other factors referred to under “Risk Factors” and identified elsewhere in this Form 10-Q and our other filings with the SEC. The occurrence of any such factors could significantly alter the results set forth in these statements.

We caution that the foregoing list of risks, uncertainties and other factors is not complete, and forward-looking statements speak only as of the date they are made. We undertake no duty to update publicly any such forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation, or other competent legal authority.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While

2


 

we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

 

3


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

 

 

 

August 1,
2026

 

 

January 31,
2026

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

293,498

 

 

$

256,736

 

Receivables, less allowance for credit losses ($801 and $779, respectively)

 

 

38,386

 

 

 

45,812

 

Merchandise inventories, net

 

 

601,591

 

 

 

590,210

 

Prepaid expenses

 

 

54,433

 

 

 

51,747

 

Other current assets

 

 

65,190

 

 

 

75,281

 

Total current assets

 

 

1,053,098

 

 

 

1,019,786

 

Fixed assets

 

 

2,433,782

 

 

 

2,378,208

 

Less accumulated depreciation

 

 

(1,803,480

)

 

 

(1,722,060

)

Fixed assets, net

 

 

630,302

 

 

 

656,148

 

Operating lease right-of-use assets

 

 

1,268,518

 

 

 

1,288,593

 

Goodwill

 

 

980,064

 

 

 

980,064

 

Trade name

 

 

1,025,000

 

 

 

1,025,000

 

Other long-term assets

 

 

209,668

 

 

 

203,834

 

Total assets

 

$

5,166,650

 

 

$

5,173,425

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and book overdrafts

 

$

455,314

 

 

$

450,552

 

Accrued salaries and employee benefits

 

 

132,518

 

 

 

154,148

 

Accrued expenses and other liabilities

 

 

225,908

 

 

 

204,751

 

Current portion of operating lease liabilities

 

 

340,643

 

 

 

320,082

 

Current portion of long-term debt and other lease liabilities

 

 

12,061

 

 

 

4,608

 

Total current liabilities

 

 

1,166,444

 

 

 

1,134,141

 

Senior secured credit facilities, net, excluding current portion

 

 

872,798

 

 

 

1,488,527

 

Senior notes, net

 

 

590,567

 

 

 

 

Operating lease liabilities, excluding current portion

 

 

1,005,146

 

 

 

1,047,185

 

Deferred taxes, net

 

 

246,861

 

 

 

234,911

 

Other long-term liabilities

 

 

77,907

 

 

 

104,407

 

Total liabilities

 

 

3,959,723

 

 

 

4,009,171

 

Commitments and contingencies (Notes 3 and 8)

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Class A common stock, $0.001 par value: Authorized - 1.0 billion shares;
    Issued and outstanding -
248.2 million and 243.7 million shares, respectively

 

 

248

 

 

 

244

 

Class B-1 common stock, $0.001 par value: Authorized - 75.0 million shares;
    Issued and outstanding -
37.8 million shares

 

 

38

 

 

 

38

 

Class B-2 common stock, $0.000001 par value: Authorized - 75.0 million shares;
    Issued and outstanding -
37.8 million shares

 

 

 

 

 

 

Preferred stock, $0.001 par value: Authorized - 25.0 million shares;
    Issued and outstanding -
none

 

 

 

 

 

 

Additional paid-in-capital

 

 

2,328,170

 

 

 

2,312,354

 

Accumulated deficit

 

 

(1,116,479

)

 

 

(1,139,993

)

Accumulated other comprehensive loss

 

 

(5,050

)

 

 

(8,389

)

Total stockholders’ equity

 

 

1,206,927

 

 

 

1,164,254

 

Total liabilities and stockholders’ equity

 

$

5,166,650

 

 

$

5,173,425

 

 

See accompanying notes to consolidated financial statements.

4


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

 

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,216,857

 

 

$

1,225,605

 

 

$

2,444,944

 

 

$

2,467,496

 

Services and other

 

 

272,363

 

 

 

262,924

 

 

 

541,008

 

 

 

514,432

 

Total net sales

 

 

1,489,220

 

 

 

1,488,529

 

 

 

2,985,952

 

 

 

2,981,928

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

733,898

 

 

 

747,143

 

 

 

1,491,676

 

 

 

1,513,428

 

Services and other

 

 

164,175

 

 

 

156,067

 

 

 

328,704

 

 

 

313,213

 

Total cost of sales

 

 

898,073

 

 

 

903,210

 

 

 

1,820,380

 

 

 

1,826,641

 

Gross profit

 

 

591,147

 

 

 

585,319

 

 

 

1,165,572

 

 

 

1,155,287

 

Selling, general and administrative expenses

 

 

543,335

 

 

 

542,297

 

 

 

1,093,134

 

 

 

1,095,906

 

Operating income

 

 

47,812

 

 

 

43,022

 

 

 

72,438

 

 

 

59,381

 

Interest income

 

 

(2,493

)

 

 

(909

)

 

 

(3,989

)

 

 

(2,268

)

Interest expense

 

 

32,556

 

 

 

33,297

 

 

 

65,340

 

 

 

66,791

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

11,840

 

 

 

 

Income (loss) before income taxes and income
   from equity method investees

 

 

17,749

 

 

 

10,634

 

 

 

(753

)

 

 

(5,142

)

Income tax (benefit) expense

 

 

(15,710

)

 

 

746

 

 

 

(13,511

)

 

 

1,241

 

Income from equity method investees

 

 

(5,201

)

 

 

(4,084

)

 

 

(10,756

)

 

 

(8,694

)

Net income attributable to Class A and B-1
   common stockholders

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per Class A and B-1 common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14

 

 

$

0.05

 

 

$

0.08

 

 

$

0.01

 

Diluted

 

$

0.13

 

 

$

0.05

 

 

$

0.08

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing net
    income per Class A and B-1 common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

285,629

 

 

 

279,058

 

 

 

284,657

 

 

 

278,303

 

Diluted

 

 

290,497

 

 

 

285,741

 

 

 

289,691

 

 

 

284,350

 

 

 

See accompanying notes to consolidated financial statements.

5


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net income attributable to Class A and B-1
   common stockholders

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

3,538

 

 

 

7,637

 

 

 

2,420

 

 

 

7,669

 

Unrealized gain (loss) on derivatives

 

 

186

 

 

 

861

 

 

 

938

 

 

 

(1,406

)

Gains on derivatives reclassified to income

 

 

(56

)

 

 

(152

)

 

 

(19

)

 

 

(311

)

Total other comprehensive income, net of tax

 

 

3,668

 

 

 

8,346

 

 

 

3,339

 

 

 

5,952

 

Comprehensive income attributable to Class A and
   B-1 common stockholders

 

$

42,328

 

 

$

22,318

 

 

$

26,853

 

 

$

8,263

 

 

See accompanying notes to consolidated financial statements.

6


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands) (Unaudited)

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class
A
(shares)

 

 

Class
B-1
(shares)

 

 

Class
B-2
(shares)

 

 

Amount

 

 

Additional paid-in capital

 

 

Accumulated
deficit

 

 

Accumulated
other
comprehensive
loss

 

 

Total
stockholders’
equity

 

Balance at January 31, 2026

 

 

243,719

 

 

 

37,791

 

 

 

37,791

 

 

$

282

 

 

$

2,312,354

 

 

$

(1,139,993

)

 

$

(8,389

)

 

$

1,164,254

 

Equity-based compensation expense
   (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,451

 

 

 

 

 

 

 

 

 

9,451

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,146

)

 

 

 

 

 

(15,146

)

Foreign currency translation
   adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,118

)

 

 

(1,118

)

Unrealized gain on derivatives (Note 5),
   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

752

 

 

 

752

 

Losses on derivatives reclassified to
   income (Note 5), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

37

 

Issuance of common stock,
   net of tax withholdings

 

 

3,634

 

 

 

 

 

 

 

 

 

3

 

 

 

(2,928

)

 

 

 

 

 

 

 

 

(2,925

)

Balance at May 2, 2026

 

 

247,353

 

 

 

37,791

 

 

 

37,791

 

 

$

285

 

 

$

2,318,877

 

 

$

(1,155,139

)

 

$

(8,718

)

 

$

1,155,305

 

Equity-based compensation expense
   (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,599

 

 

 

 

 

 

 

 

 

8,599

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,660

 

 

 

 

 

 

38,660

 

Foreign currency translation
   adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,538

 

 

 

3,538

 

Unrealized gain on derivatives (Note 5),
   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

186

 

 

 

186

 

 Gains on derivatives reclassified to
   income (Note 5), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

 

(56

)

Issuance of common stock,
   net of tax withholdings

 

 

896

 

 

 

 

 

 

 

 

 

1

 

 

 

694

 

 

 

 

 

 

 

 

 

695

 

Balance at August 1, 2026

 

 

248,249

 

 

 

37,791

 

 

 

37,791

 

 

$

286

 

 

$

2,328,170

 

 

$

(1,116,479

)

 

$

(5,050

)

 

$

1,206,927

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class
A
(shares)

 

 

Class
B-1
(shares)

 

 

Class
B-2
(shares)

 

 

Amount

 

 

Additional paid-in capital

 

 

Accumulated
deficit

 

 

Accumulated
other
comprehensive loss

 

 

Total
stockholders’
equity

 

Balance at February 1, 2025

 

 

239,066

 

 

 

37,791

 

 

 

37,791

 

 

$

277

 

 

$

2,280,495

 

 

$

(1,149,059

)

 

$

(18,083

)

 

$

1,113,630

 

Equity-based compensation expense
   (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,445

 

 

 

 

 

 

 

 

 

9,445

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,661

)

 

 

 

 

 

(11,661

)

Foreign currency translation
   adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32

 

 

 

32

 

Unrealized loss on derivatives (Note 5),
   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,267

)

 

 

(2,267

)

Gains on derivatives reclassified to
   income (Note 5), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

 

 

(159

)

Issuance of common stock,
   net of tax withholdings

 

 

1,765

 

 

 

 

 

 

 

 

 

2

 

 

 

(1,692

)

 

 

 

 

 

 

 

 

(1,690

)

Balance at May 3, 2025

 

 

240,831

 

 

 

37,791

 

 

 

37,791

 

 

$

279

 

 

$

2,288,248

 

 

$

(1,160,720

)

 

$

(20,477

)

 

$

1,107,330

 

Equity-based compensation expense
   (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,807

 

 

 

 

 

 

 

 

 

8,807

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,972

 

 

 

 

 

 

13,972

 

Foreign currency translation
   adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,637

 

 

 

7,637

 

Unrealized gain on derivatives (Note 5),
   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

861

 

 

 

861

 

 Gains on derivatives reclassified to
   income (Note 5), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(152

)

 

 

(152

)

Issuance of common stock,
   net of tax withholdings

 

 

1,233

 

 

 

 

 

 

 

 

 

1

 

 

 

647

 

 

 

 

 

 

 

 

 

648

 

Balance at August 2, 2025

 

 

242,064

 

 

 

37,791

 

 

 

37,791

 

 

$

280

 

 

$

2,297,702

 

 

$

(1,146,748

)

 

$

(12,131

)

 

$

1,139,103

 

 

See accompanying notes to consolidated financial statements.

7


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

23,514

 

 

$

2,311

 

Adjustments to reconcile net income to net cash provided by operating
   activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

99,440

 

 

 

99,171

 

Amortization of debt discounts and issuance costs

 

 

2,689

 

 

 

2,499

 

Provision for deferred taxes

 

 

(1,439

)

 

 

1,113

 

Equity-based compensation

 

 

18,051

 

 

 

18,209

 

Loss on extinguishment and modification of debt

 

 

11,840

 

 

 

 

Income from equity method investees

 

 

(10,756

)

 

 

(8,694

)

Amounts reclassified out of accumulated other comprehensive loss

 

 

(24

)

 

 

(413

)

Non-cash operating lease costs

 

 

206,243

 

 

 

205,005

 

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

7,427

 

 

 

5,783

 

Merchandise inventories

 

 

(11,381

)

 

 

44,823

 

Prepaid expenses and other assets

 

 

3,696

 

 

 

(9,487

)

Accounts payable and book overdrafts

 

 

5,084

 

 

 

(69,691

)

Accrued salaries and employee benefits

 

 

(21,628

)

 

 

(26,729

)

Accrued expenses and other liabilities

 

 

20,722

 

 

 

14,508

 

Operating lease liabilities

 

 

(209,279

)

 

 

(206,414

)

Other long-term liabilities

 

 

(13,615

)

 

 

(1,556

)

Net cash provided by operating activities

 

 

130,584

 

 

 

70,438

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for fixed assets

 

 

(69,788

)

 

 

(60,516

)

Insurance recoveries

 

 

422

 

 

 

 

Proceeds from sale of assets

 

 

 

 

 

2,425

 

Cash received from partial surrender of officers' life insurance

 

 

74

 

 

 

 

Net cash used in investing activities

 

 

(69,292

)

 

 

(58,091

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings under long-term debt agreements

 

 

1,500,000

 

 

 

 

Repayments of long-term debt

 

 

(1,502,250

)

 

 

 

Debt refinancing costs and original issue discount

 

 

(28,442

)

 

 

 

Payments for finance lease liabilities

 

 

(3,172

)

 

 

(3,252

)

Proceeds from employee stock purchase plan and stock option exercises

 

 

1,923

 

 

 

1,998

 

Tax withholdings on stock-based awards

 

 

(4,261

)

 

 

(3,026

)

Net cash used in financing activities

 

 

(36,202

)

 

 

(4,280

)

Net increase in cash, cash equivalents and restricted cash

 

 

25,090

 

 

 

8,067

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

269,412

 

 

 

181,665

 

Cash, cash equivalents and restricted cash at end of period

 

$

294,502

 

 

$

189,732

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Interest paid, net

 

$

39,419

 

 

$

62,441

 

Supplemental non-cash investing and financing activities disclosure:

 

 

 

 

 

 

Accounts payable and accrued expenses for capital expenditures

 

$

17,549

 

 

$

13,415

 

 

See accompanying notes to consolidated financial statements.

8


 

PETCO HEALTH AND WELLNESS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

Petco Health and Wellness Company, Inc. (together with its consolidated subsidiaries, the “Company”) is a leading pet specialty retailer focused on improving the lives of pets, pet parents, and its own partners. The Company manages its business as one reportable operating segment.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Consolidated Financial Statements.

There have been no significant changes from the significant accounting policies disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. The accompanying consolidated financial statements and these Notes to Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, from which the prior year balance sheet information herein was derived.

Use of Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on information that is currently available and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.

Derivative Instruments

The Company has entered into interest rate collar and interest rate swap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collars and swap are accounted for as cash flow hedges, and changes in the fair value are reported as a component of accumulated other comprehensive income (loss) ("AOCI").

9


 

Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total amounts reported in the consolidated statements of cash flows (in thousands):

 

 

 

August 1,
2026

 

 

January 31,
2026

 

Cash and cash equivalents

 

$

293,498

 

 

$

256,736

 

Restricted cash included in other current assets

 

 

1,004

 

 

 

12,676

 

Total cash, cash equivalents and restricted cash in
   the statement of cash flows

 

$

294,502

 

 

$

269,412

 

 

2. Revenue Recognition

Net sales by product type and services were as follows (in thousands):

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Consumables

$

731,279

 

 

$

729,918

 

 

$

1,478,106

 

 

$

1,477,988

 

Supplies and companion animals

 

485,578

 

 

 

495,687

 

 

 

966,838

 

 

 

989,508

 

Services and other

 

272,363

 

 

 

262,924

 

 

 

541,008

 

 

 

514,432

 

Net sales

$

1,489,220

 

 

$

1,488,529

 

 

$

2,985,952

 

 

$

2,981,928

 

 

3. Senior Secured Credit Facilities

The Company had a $1,700.0 million secured term loan facility originally maturing on March 4, 2028 (the “First Lien Term Loan”). As of January 31, 2026, the outstanding principal balance of the First Lien Term Loan was $1,500.0 million. On February 2, 2026, the Company entered into a refinancing amendment to the credit agreement governing the First Lien Term Loan and issued $600.0 million in aggregate principal amount of senior secured notes (the “Senior Secured Notes”). Among other changes, the amendment provided that certain lenders would provide new term loans to the Company in an aggregate principal amount of $900.0 million (the “Amended First Lien Term Loan”), the proceeds of which, together with cash on hand and the proceeds from the Company's issuance of the Senior Secured Notes, would be used to repay the then outstanding principal on the First Lien Term Loan.

Interest under the Amended First Lien Term Loan is, at the Company’s option, either a base rate plus 3.25% or Term SOFR plus 4.25%, payable quarterly in arrears. The base rate is the greater of the bank prime rate, federal funds effective rate plus 0.5% or one month Term SOFR plus 1.0%. The Amended First Lien Term Loan matures on February 2, 2031.

The Company has a secured asset-based revolving credit facility (as amended from time to time, the “ABL Revolving Credit Facility”). The first tranche of the ABL Revolving Credit Facility, which had availability of up to $35.0 million, subject to a borrowing base, matured on March 4, 2026. The remaining tranche has availability of up to $546.0 million, subject to a borrowing base, maturing on March 29, 2029. Interest on the ABL Revolving Credit

10


 

Facility is based on, at the Company's option, either the base rate subject to a 1% floor, or Term SOFR subject to a floor of 0%, plus an applicable margin.

As of August 1, 2026, the Company was in compliance with its covenants under the Amended First Lien Term Loan and the ABL Revolving Credit Facility.

Term Loan Facilities

In connection with the February 2, 2026 refinancing transaction, the Company recognized a loss on debt extinguishment and modification of $11.8 million, which consisted of a $4.0 million write-off of unamortized debt discount and issuance costs on the First Lien Term Loan Facility and $7.8 million of third-party expenses. Fees relating to the Company’s entry into the Amended First Lien Term Loan consisted of arranger fees and other third-party expenses. Of those fees, $1.4 million was capitalized as debt issuance costs, along with $9.0 million of original issue discount. The remaining portion of original issue discount and debt issuance costs of the First Lien Term Loan Facility previously capitalized is being amortized over the contractual term of the Amended First Lien Term Loan to interest expense using the effective interest rate in effect at issuance, as these amounts represent the portion that was not substantially modified.

As of August 1, 2026, the outstanding principal balance of the Amended First Lien Term Loan was $897.8 million ($884.5 million, net of the unamortized discount and debt issuance costs). As of January 31, 2026, the outstanding principal balance of the First Lien Term Loan was $1,500.0 million ($1,491.8 million, net of the unamortized discount and debt issuance costs). The weighted average interest rate on the borrowings outstanding was 8.1% and 7.3% as of August 1, 2026 and January 31, 2026, respectively. Debt issuance costs are being amortized over the contractual term to interest expense using the effective interest rate in effect at issuance. As of August 1, 2026, the estimated fair value of the Amended First Lien Term Loan was approximately $893.3 million, based upon Level 2 fair value hierarchy inputs. As of January 31, 2026, the estimated fair value of the First Lien Term Loan was $1,496.3 million, based upon Level 2 fair value hierarchy inputs.

Scheduled principal payments on the Amended First Lien Term Loan were normally $2.25 million quarterly and commenced on June 30, 2026. In September 2026, the Company voluntarily prepaid $75.0 million of the Amended First Lien Term Loan using existing cash on hand. The prepayment was applied to the remaining principal payments in order of scheduled payment date.

Revolving Credit Facilities

As of August 1, 2026 and January 31, 2026, no amounts were outstanding under the ABL Revolving Credit Facility. As of August 1, 2026, $487.6 million was available under the ABL Revolving Credit Facility, which is net of $58.4 million of outstanding letters of credit issued in the normal course of business. As of August 1, 2026 and January 31, 2026, unamortized debt issuance costs of $2.7 million and $3.2 million, respectively, relating to the ABL Revolving Credit Facility were outstanding and were being amortized using the straight-line method over the remaining term of the agreement.

Interest on the ABL Revolving Credit Facility is based on, at the Company’s option, either the base rate subject to a 1% floor, or Term SOFR subject to a floor of 0%, plus an applicable margin. The applicable margin is currently equal to 25 basis points in the case of base rate loans and 125 basis points in the case of Term SOFR loans.

 

4. Senior Secured Notes

As part of the February 2, 2026 refinancing of the First Lien Term Loan described in Note 3, "Senior Secured Credit Facilities", the Company issued $600.0 million in aggregate principal amount of senior secured notes. The Senior Secured Notes bear interest at 8.25% per annum, payable semiannually in arrears, and mature on February 1, 2031. Approximately $10.3 million of arranger fees and other third-party expenses relating to the Company’s issuance of the Senior Secured Notes were capitalized as debt issuance costs.

As of August 1, 2026, the outstanding principal balance of the Senior Secured Notes was $600.0 million ($590.6 million, net of the unamortized debt issuance costs). As of August 1, 2026, the weighted average interest rate on the borrowings outstanding was 8.3%. Debt issuance costs are being amortized over the contractual term to

11


 

interest expense using the effective interest rate in effect at issuance. As of August 1, 2026, the estimated fair value of the Senior Secured Notes was approximately $601.5 million, based upon Level 2 fair value hierarchy inputs.

 

5. Derivative Instruments

The interest rate swap and collars are accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments. Changes in the fair value of the cash flow hedges are reported as a component of AOCI. As of August 1, 2026, AOCI included unrealized gains of $0.2 million ($0.2 million, net of tax). As of January 31, 2026, AOCI included unrealized losses of $1.0 million ($0.8 million, net of tax). The amount of pre-tax gains deferred in AOCI reclassified to interest expense during the thirteen and twenty-six week periods ended August 1, 2026 and August 2, 2025 were not material.

The cash flow hedges are reflected in the Company’s consolidated balance sheets as follows (in thousands):

 

Assets (Liabilities)

 

Balance sheet location

 

August 1,
2026

 

 

January 31,
2026

 

Current asset portion of cash flow hedges

 

Other current assets

 

$

274

 

 

$

 

Non-current asset portion of cash flow
   hedges

 

Other long-term assets

 

 

 

 

 

 

Current liability portion of cash flow
   hedges

 

Accrued expenses and other
liabilities

 

 

(5

)

 

 

(853

)

Non-current liability portion of cash flow
   hedges

 

Other long-term liabilities

 

 

 

 

 

 

Total cash flow hedges

 

 

 

$

269

 

 

$

(853

)

 

6. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis

The following table presents information about assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands):

 

 

August 1, 2026

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets (liabilities):

 

 

 

 

 

 

 

 

 

Money market mutual funds

 

$

243,004

 

 

$

 

 

$

 

Investments of officers' life insurance

 

$

 

 

$

16,755

 

 

$

 

Non-qualified deferred compensation plan

 

$

 

 

$

(13,414

)

 

$

 

 

 

 

January 31, 2026

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets (liabilities):

 

 

 

 

 

 

 

 

 

Money market mutual funds

 

$

216,676

 

 

$

 

 

$

 

Investments of officers' life insurance

 

$

 

 

$

16,109

 

 

$

 

Non-qualified deferred compensation plan

 

$

 

 

$

(13,447

)

 

$

 

 

The fair value of money market mutual funds is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market. Money market mutual funds included in the Company’s cash and cash equivalents were $242.0 million and $204.0 million as of August 1, 2026 and January 31, 2026, respectively. Also included in the Company’s money market mutual funds balances were $1.0 million and $12.7 million as of August 1, 2026 and January 31, 2026, respectively, which relate to the Company’s restricted cash, and are included in other current assets in the consolidated balance sheets.

12


 

The Company maintains a deferred compensation plan for key executives and other members of management, which is funded by investments in officers’ life insurance. The fair value of this obligation is based on participants’ elected investments, which reflect the closing market prices of similar assets.

The Company holds certain investments in equity securities without readily determinable fair values, which are not material. When an upward or downward adjustment occurs, the resulting gains or losses are included in other non-operating income in the consolidated statements of operations.

Assets Measured on a Non-Recurring Basis

The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, fixed assets and equity and other investments, are reported at carrying value, or at fair value as of the date of the Company’s acquisition of Petco Holdings, Inc. LLC on January 26, 2016, and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

There were no triggering events identified and no indications of impairment of the Company’s goodwill, indefinite-lived trade name, or equity and other investments during the thirteen and twenty-six week periods ended August 1, 2026 and August 2, 2025. During the thirteen and twenty-six week periods ended August 1, 2026, the Company recorded fixed asset and right-of-use asset impairment charges of $2.4 million and $2.5 million, respectively. During the thirteen and twenty-six week periods ended August 2, 2025, the Company recorded fixed asset and right-of-use asset impairment charges of $0.3 million and $0.9 million, respectively.

 

7. Stockholders’ Equity

 

Equity-Based Compensation

Equity-based compensation awards under the Company’s current equity incentive plan (as amended, the “2021 Equity Incentive Plan”) include restricted stock units (“RSUs,” which include performance-based stock units and market-based stock units), restricted stock awards (“RSAs”), non-qualified stock options, and other equity compensation awards. In addition, the Company has made equity-based compensation awards of RSUs and non-qualified stock options outside of the 2021 Equity Incentive Plan as employment inducement awards (collectively, the “Inducement Awards”). The Company also has an employee stock purchase plan (“ESPP”).

The Company’s controlling parent, Scooby LP, also maintains an incentive plan (the “2016 Incentive Plan”) under which it has awarded partnership unit awards to certain current and former employees, consultants, and non-employee directors of the Company that are restricted profit interests in Scooby LP subject to a distribution threshold (“Series C Units”). No additional Series C Units have been or will be awarded following the Company’s initial public offering. As of August 1, 2026, substantially all Series C Units are fully vested.

The following table summarizes the Company’s equity-based compensation expense by award type (in thousands):

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

RSUs and RSAs

 

$

6,856

 

 

$

6,908

 

 

$

14,618

 

 

$

14,643

 

Options

 

 

1,387

 

 

 

1,439

 

 

 

2,790

 

 

 

2,804

 

ESPP

 

 

356

 

 

 

415

 

 

 

642

 

 

 

753

 

Other awards

 

 

1

 

 

 

27

 

 

 

1

 

 

 

9

 

Total equity-based compensation expense

 

$

8,600

 

 

$

8,789

 

 

$

18,051

 

 

$

18,209

 

 

13


 

Activity under the 2021 Equity Incentive Plan and the Inducement Awards was as follows (shares and dollars in thousands):

 

 

 

RSUs and RSAs

 

 

Options

 

Nonvested/outstanding, January 31, 2026

 

 

19,845

 

 

 

13,562

 

Granted

 

 

13,830

 

 

 

 

Vested and delivered/exercised

 

 

(5,259

)

 

 

(75

)

Forfeited/expired

 

 

(1,641

)

 

 

(111

)

Nonvested/outstanding, August 1, 2026

 

 

26,775

 

 

 

13,376

 

Unrecognized compensation expense as of August 1, 2026

 

$

49,779

 

 

$

5,885

 

Weighted average remaining expense period as of August 1, 2026

 

2.1 years

 

 

1.2 years

 

 

The ESPP allows eligible employees to contribute up to 15% of their base earnings towards purchases of Class A common stock, subject to an annual maximum. The purchase price will be 85% of the lower of (i) the fair market value of the stock on the associated lookback date and (ii) the fair market value of the stock on the last day of the related purchase period.

Earnings Per Share

Potentially dilutive securities include potential Class A common shares related to outstanding stock options, unvested RSUs and RSAs, and the ESPP, calculated using the treasury stock method. The calculation of diluted shares outstanding excludes securities where the combination of the exercise or purchase price (in the case of options and the ESPP) and the associated unrecognized compensation expense is greater than the average market price of Class A common shares because the inclusion of these securities would be anti-dilutive.

There were approximately 16.1 million and 16.5 million potential shares that were anti-dilutive and excluded from the computation of diluted shares outstanding during the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively.

8. Commitments and Contingencies

The Company is involved in legal proceedings and is subject to other claims and litigation arising in the ordinary course of its business. The Company has made accruals with respect to certain of these matters, where appropriate, which are reflected in the Company’s consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters, the Company has not made accruals because management has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these matters will have a material adverse effect on its consolidated financial statements. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its consolidated financial statements.

 

9. Reportable Segment

The Company has one reportable segment managed on a consolidated basis. The measure of segment profit or loss is consolidated net income (loss) that is reported on the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheet as total assets.

14


 

The following represents segment information for the Company’s single operating segment, for the periods presented (in thousands):

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Revenue

 

$

1,489,220

 

 

$

1,488,529

 

 

$

2,985,952

 

 

$

2,981,928

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

(898,073

)

 

 

(903,210

)

 

 

(1,820,380

)

 

 

(1,826,641

)

Advertising and marketing
   expenses

 

 

(40,094

)

 

 

(37,921

)

 

 

(79,181

)

 

 

(73,367

)

Stock compensation - general and
   administrative

 

 

(8,520

)

 

 

(8,656

)

 

 

(17,862

)

 

 

(17,979

)

Other general and
   administrative expenses (1)

 

 

(494,721

)

 

 

(495,720

)

 

 

(996,091

)

 

 

(1,004,560

)

Interest income

 

 

2,493

 

 

 

909

 

 

 

3,989

 

 

 

2,268

 

Interest expense

 

 

(32,556

)

 

 

(33,297

)

 

 

(65,340

)

 

 

(66,791

)

Loss on extinguishment and
   modification of debt

 

 

 

 

 

 

 

 

(11,840

)

 

 

 

Income tax benefit (expense)

 

 

15,710

 

 

 

(746

)

 

 

13,511

 

 

 

(1,241

)

Income from equity method
   investees

 

 

5,201

 

 

 

4,084

 

 

 

10,756

 

 

 

8,694

 

Consolidated net income

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

 

(1)
Other general & administrative expenses include pet care center expenses, support center labor and occupancy costs, legal, accounting, information technology, consulting costs, and depreciation and amortization.

 

15


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), as well as the corresponding Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2025 Form 10-K”). The discussion and analysis below contains certain forward-looking statements about our business and operations that are subject to the risks, uncertainties, and other factors referred to in Part II, Item 1A, “Risk Factors” of this Form 10-Q. These risks, uncertainties, and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. The risks described in this Form 10-Q and in other documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including the section entitled “Forward-Looking Statements” in this Form 10-Q, should be carefully reviewed. All amounts herein are unaudited.

Overview

Petco Health and Wellness Company, Inc. (“Petco”, the “Company”, “we”, “our” and “us”) is a leading pet specialty retailer focused on improving the lives of pets, pet parents, and our own partners. We nurture the pet-human bond in the aisles of more than 1,500 Petco stores across the U.S., Mexico, and Chile.

 

Our multicategory strategy integrates our digital assets with our nationwide physical footprint to meet the needs of pet parents who are looking for a single source for all their pets' needs. Petco.com, our e-commerce site, and the Petco app, our personalized mobile app, together serve as hubs for pet parents to book appointments and manage all of their pets’ needs, while enabling them to shop wherever, whenever, and however they want. We are focused on continually improving both our digital capabilities as well as our membership offering.

 

We strive to be a company that is improving millions of pet lives as well as the lives of pet parents and the partners who work for us. In tandem with Petco Love, an independent 501(c)(3) nonprofit organization, we work with and support thousands of local animal welfare groups nationwide and, through these partnerships and in-store adoption events, we have helped find homes for over 7 million animals.

Macroeconomic factors, including interest rates, potential inflationary pressures, supply chain constraints, tariffs, and global economic and geopolitical developments, including geopolitical conflicts and tensions, have had varying impacts on our results of operations that are difficult to isolate and quantify. We cannot predict the duration or ultimate severity of these macroeconomic factors or the ultimate impact on our operations and liquidity. Please refer to the risk factors referred to in Part II, Item 1A, “Risk Factors” of this Form 10-Q.

How We Assess the Performance of Our Business

In assessing our performance, we consider a variety of performance and financial measures, including the following:

 

Comparable Sales

Comparable sales is an important measure throughout the retail industry and includes both retail and digital sales of products and services. A new location or digital site is included in comparable sales beginning on the first day of the fiscal month following 12 full fiscal months of operation and is subsequently compared to like time periods from the previous year. Relocated pet care centers become comparable pet care centers on the first day of operation if the original pet care center was open longer than 12 full fiscal months. If, during the period presented, a pet care center was closed, sales from that pet care center are included up to the first day of the month of closing. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales. As a result, data in this filing regarding our comparable sales may not be comparable to similar data made available by other retailers.

Comparable sales allow us to evaluate how our overall ecosystem is performing by measuring the change in period-over-period net sales from locations and digital sites that have been open for the applicable period. We intend to improve comparable sales by continuing initiatives aimed to increase customer retention, frequency of visits, and basket size. General macroeconomic and retail business trends are also a key driver of changes in comparable sales.

16


 

Non-GAAP Financial Measures

Management and our board of directors review, in addition to GAAP (as defined herein) measures, certain non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow, to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. Further explanations of these non-GAAP measures, along with reconciliations to their most comparable GAAP measures, are presented below under “Reconciliation of Non-GAAP Financial Measures to GAAP Measures.”

Executive Summary

Comparing the thirteen weeks ended August 1, 2026 with the thirteen weeks ended August 2, 2025 (unless otherwise noted), our results included the following:

an increase in net sales to $1.49 billion, and a comparable sales increase of 0.6%;
operating income of $47.8 million, inclusive of a $6.8 million net incremental tariff refund, compared to operating income of $43.0 million in the prior year period;
net income attributable to Class A and B-1 common stockholders of $38.7 million, compared to $14.0 million in the prior year period; and
an increase in Adjusted EBITDA from $113.9 million to $122.2 million, inclusive of a $6.8 million net incremental tariff refund.

Results of Operations

The following tables summarize our results of operations and the percent of net sales of line items included in our consolidated statements of operations (dollars in thousands):

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,216,857

 

 

$

1,225,605

 

 

$

2,444,944

 

 

$

2,467,496

 

Services and other

 

 

272,363

 

 

 

262,924

 

 

 

541,008

 

 

 

514,432

 

Total net sales

 

 

1,489,220

 

 

 

1,488,529

 

 

 

2,985,952

 

 

 

2,981,928

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

733,898

 

 

 

747,143

 

 

 

1,491,676

 

 

 

1,513,428

 

Services and other

 

 

164,175

 

 

 

156,067

 

 

 

328,704

 

 

 

313,213

 

Total cost of sales

 

 

898,073

 

 

 

903,210

 

 

 

1,820,380

 

 

 

1,826,641

 

Gross profit

 

 

591,147

 

 

 

585,319

 

 

 

1,165,572

 

 

 

1,155,287

 

Selling, general and administrative expenses

 

 

543,335

 

 

 

542,297

 

 

 

1,093,134

 

 

 

1,095,906

 

Operating income

 

 

47,812

 

 

 

43,022

 

 

 

72,438

 

 

 

59,381

 

Interest income

 

 

(2,493

)

 

 

(909

)

 

 

(3,989

)

 

 

(2,268

)

Interest expense

 

 

32,556

 

 

 

33,297

 

 

 

65,340

 

 

 

66,791

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

11,840

 

 

 

 

Income (loss) before income taxes and income
   from equity method investees

 

 

17,749

 

 

 

10,634

 

 

 

(753

)

 

 

(5,142

)

Income tax (benefit) expense

 

 

(15,710

)

 

 

746

 

 

 

(13,511

)

 

 

1,241

 

Income from equity method investees

 

 

(5,201

)

 

 

(4,084

)

 

 

(10,756

)

 

 

(8,694

)

Net income attributable to Class A and B-1
   common stockholders

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

 

17


 

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

81.7

%

 

 

82.3

%

 

 

81.9

%

 

 

82.7

%

Services and other

 

 

18.3

 

 

 

17.7

 

 

 

18.1

 

 

 

17.3

 

Total net sales

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

 

 

100.0

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

49.3

 

 

 

50.2

 

 

 

50.0

 

 

 

50.8

 

Services and other

 

 

11.0

 

 

 

10.5

 

 

 

11.0

 

 

 

10.5

 

Total cost of sales

 

 

60.3

 

 

 

60.7

 

 

 

61.0

 

 

 

61.3

 

Gross profit

 

 

39.7

 

 

 

39.3

 

 

 

39.0

 

 

 

38.7

 

Selling, general and administrative expenses

 

 

36.5

 

 

 

36.4

 

 

 

36.6

 

 

 

36.8

 

Operating income

 

 

3.2

 

 

 

2.9

 

 

 

2.4

 

 

 

1.9

 

Interest income

 

 

(0.2

)

 

 

(0.1

)

 

 

(0.1

)

 

 

(0.1

)

Interest expense

 

 

2.2

 

 

 

2.3

 

 

 

2.1

 

 

 

2.2

 

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

0.4

 

 

 

 

Income (loss) before income taxes and income
   from equity method investees

 

 

1.2

 

 

 

0.7

 

 

 

(0.0

)

 

 

(0.2

)

Income tax (benefit) expense

 

 

(1.1

)

 

 

0.1

 

 

 

(0.5

)

 

 

0.0

 

Income from equity method investees

 

 

(0.3

)

 

 

(0.3

)

 

 

(0.3

)

 

 

(0.3

)

Net income attributable to Class A and B-1
   common stockholders

 

 

2.6

%

 

 

0.9

%

 

 

0.8

%

 

 

0.1

%

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Operational Data:

 

 

 

 

 

 

 

 

 

 

 

 

Comparable sales change

 

 

0.6

%

 

 

(1.4

)%

 

 

0.6

%

 

 

(1.3

)%

Total pet care centers (U.S.) at end of period

 

 

1,377

 

 

 

1,388

 

 

 

1,377

 

 

 

1,388

 

Adjusted EBITDA (in thousands)

 

$

122,219

 

 

$

113,860

 

 

$

219,550

 

 

$

203,309

 

 

Thirteen and Twenty-six Weeks Ended August 1, 2026 Compared with Thirteen and Twenty-six Weeks Ended August 2, 2025

Net Sales and Comparable Sales

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

(dollars in thousands)

August 1,
2026

 

 

August 2,
2025

 

 

$
Change

 

 

%
Change

 

 

August 1,
2026

 

 

August 2,
2025

 

 

$
Change

 

 

%
Change

 

Consumables

$

731,279

 

 

$

729,918

 

 

$

1,361

 

 

 

0.2

%

 

$

1,478,106

 

 

$

1,477,988

 

 

$

118

 

 

 

0.0

%

Supplies and companion animals

 

485,578

 

 

 

495,687

 

 

 

(10,109

)

 

 

(2.0

%)

 

 

966,838

 

 

 

989,508

 

 

 

(22,670

)

 

 

(2.3

%)

Services and other

 

272,363

 

 

 

262,924

 

 

 

9,439

 

 

 

3.6

%

 

 

541,008

 

 

 

514,432

 

 

 

26,576

 

 

 

5.2

%

Net sales

$

1,489,220

 

 

$

1,488,529

 

 

$

691

 

 

 

0.0

%

 

$

2,985,952

 

 

$

2,981,928

 

 

$

4,024

 

 

 

0.1

%

 

Net sales increased $0.7 million to $1.49 billion in the thirteen weeks ended August 1, 2026 compared to net sales of $1.49 billion in the thirteen weeks ended August 2, 2025. Net sales increased $4.0 million to $2.99 billion in the twenty-six weeks ended August 1, 2026 compared to net sales of $2.98 billion in the twenty-six weeks ended August 2, 2025. Sales during the thirteen weeks ended August 1, 2026 reflect a temporary disruption from a stronger-than-expected response to our membership program relaunch. However, we continue to experience growth in our services business, driven by our investments in customer acquisition and retention, as well as optimization of our veterinary footprint. We also experienced positive comparable sales trends in our consumables category, offset by a lower pet care center count. We continue to focus on profitability and margin through a disciplined approach to managing unit costs, pricing, and promotional strategies.

18


 

We are unable to quantify certain factors impacting sales described above due to the fact that such factors are based on input measures or qualitative information that do not lend themselves to quantification.

Gross Profit

As a percentage of net sales, our gross profit rate was 39.7% for the thirteen weeks ended August 1, 2026 compared with 39.3% for the thirteen weeks ended August 2, 2025. As a percentage of net sales, our gross profit rate was 39.0% for the twenty-six weeks ended August 1, 2026 compared with 38.7% for the twenty-six weeks ended August 2, 2025. During the thirteen weeks ended August 1, 2026, the Company received substantially all refunds related to tariffs previously paid under the International Emergency Economic Powers Act ("IEEPA"). The period-over-period increase in gross profit rate was primarily driven by the net benefit of $6.8 million relating to gross refunds, net of an investment to propel the repositioning of new assortments for future growth, as well as incremental cost pressures related to fuel and tariff expense during the thirteen weeks ended August 1, 2026. We continue to focus on effectively utilizing our services footprint and managing our inventory, unit costs, pricing, and promotional strategies. We are unable to quantify the factors impacting gross profit rate described above due to the fact that such factors are based on input measures or qualitative information that do not lend themselves to quantification.

Selling, General and Administrative (“SG&A”) Expenses

As a percentage of net sales, SG&A expenses were 36.5% for the thirteen weeks ended August 1, 2026 compared with 36.4% for the thirteen weeks ended August 2, 2025. The increase in SG&A expenses between the periods was primarily due to an increase in advertising and depreciation expense, along with an increase in certain employee fringe benefits, as the thirteen weeks ended August 2, 2025 included improved actuarial results from employee benefits optimization initiatives. This was partially offset by lower payroll and other compensation costs.

As a percentage of net sales, SG&A expenses were 36.6% for the twenty-six weeks ended August 1, 2026 compared with 36.8% for the twenty-six weeks ended August 2, 2025. The decrease in SG&A expenses between the periods was primarily due to lower payroll, other compensation, and consulting costs, partially offset by an increase in advertising expenses, along with an increase in certain employee fringe benefits, as the twenty-six weeks ended August 2, 2025 included improved actuarial results from employee benefits optimization initiatives.

Interest Expense

Interest expense decreased $0.7 million, or 2.2%, to $32.6 million in the thirteen weeks ended August 1, 2026 compared with $33.3 million in the thirteen weeks ended August 2, 2025. Interest expense decreased $1.5 million, or 2.2%, to $65.3 million in the twenty-six weeks ended August 1, 2026 compared with $66.8 million in the twenty-six weeks ended August 2, 2025. The period-over-period decrease was primarily driven by a lower aggregate outstanding principal balance of indebtedness, partially offset by higher interest rates during the thirteen and twenty-six week periods ended August 1, 2026. For more information, refer to Note 3, “Senior Secured Credit Facilities,” and Note 4, "Senior Secured Notes" to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Loss on Extinguishment and Modification of Debt

Loss on extinguishment and modification of debt was $11.8 million for the twenty-six weeks ended August 1, 2026. This loss was recognized in conjunction with the February 2, 2026 debt refinancing transaction described under "Sources of Liquidity—Senior Secured Credit Facilities and Senior Secured Notes" below. There was no loss on debt extinguishment and modification of debt for the thirteen weeks ended August 1, 2026 or the thirteen and twenty-six weeks ended August 2, 2025. For more information, refer to Note 3, “Senior Secured Credit Facilities,” and Note 4, "Senior Secured Notes," to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Income Tax (Benefit) Expense

Our effective tax rates were (68.5)% and (135.1)%, resulting in income tax benefit of $15.7 million and $13.5 million for the thirteen and twenty-six weeks ended August 1, 2026, respectively, compared to effective tax rates of 5.1% and 34.9%, resulting in income tax expense of $0.7 million and $1.2 million for the thirteen and twenty-six

19


 

weeks ended August 2, 2025, respectively. The change in effective tax rate was primarily driven by a $13.4 million reduction in unrecognized tax benefits, including accrued penalties and interest, following the successful completion of a federal tax refund review by the Joint Committee on Taxation in the quarter ended August 1, 2026. As of August 1, 2026, the Company’s liability for unrecognized tax benefits was $3.5 million.

 

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

The following information provides definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Such non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the most comparable GAAP measures. The non-GAAP financial measures presented may differ from similarly-titled measures used by other companies.

Adjusted EBITDA

We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it enhances an investor’s understanding of our financial and operational performance by excluding certain material non-cash items, unusual or non-recurring items that we do not expect to continue in the future, and certain other adjustments we believe are or are not reflective of our ongoing operations and performance. Adjusted EBITDA enables operating performance to be reviewed across reporting periods on a consistent basis. We use Adjusted EBITDA as one of the principal measures to evaluate and monitor our operating financial performance and to compare our performance to others in our industry. We also use Adjusted EBITDA in connection with establishing discretionary annual incentive compensation targets, to make budgeting decisions, to make strategic decisions regarding the allocation of capital, and to report our quarterly results as defined in our debt agreements, although under such agreements the measure is calculated differently and is used for different purposes.

Adjusted EBITDA is not a substitute for net income (loss), the most comparable GAAP measure, and is subject to a number of limitations as a financial measure, so it should be used in conjunction with GAAP financial measures and not in isolation. There can be no assurances that we will not modify the presentation of Adjusted EBITDA in the future. In addition, other companies in our industry may define Adjusted EBITDA differently, limiting its usefulness as a comparative measure. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Financial Measures to GAAP Measures” included in the 2025 Form 10-K for more information regarding how we define Adjusted EBITDA.

20


 

The table below reflects the calculation of Adjusted EBITDA and Adjusted EBITDA Margin for the periods presented:

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

(dollars in thousands)

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net income attributable to Class A and B-1
   common stockholders

 

$

38,660

 

 

$

13,972

 

 

$

23,514

 

 

$

2,311

 

Interest expense, net

 

 

30,063

 

 

 

32,388

 

 

 

61,351

 

 

 

64,523

 

Income tax (benefit) expense

 

 

(15,710

)

 

 

746

 

 

 

(13,511

)

 

 

1,241

 

Depreciation and amortization

 

 

50,399

 

 

 

49,360

 

 

 

99,440

 

 

 

99,171

 

Income from equity method investees

 

 

(5,201

)

 

 

(4,084

)

 

 

(10,756

)

 

 

(8,694

)

Loss on extinguishment and modification of debt

 

 

 

 

 

 

 

 

11,840

 

 

 

 

Equity-based compensation

 

 

8,600

 

 

 

8,789

 

 

 

18,051

 

 

 

18,209

 

Mexico joint venture EBITDA (1)

 

 

13,139

 

 

 

10,360

 

 

 

26,055

 

 

 

20,558

 

Other costs (2)

 

 

2,269

 

 

 

2,329

 

 

 

3,566

 

 

 

5,990

 

Adjusted EBITDA

 

$

122,219

 

 

$

113,860

 

 

$

219,550

 

 

$

203,309

 

Net sales

 

$

1,489,220

 

 

$

1,488,529

 

 

$

2,985,952

 

 

$

2,981,928

 

Net margin (3)

 

 

2.6

%

 

 

0.9

%

 

 

0.8

%

 

 

0.1

%

Adjusted EBITDA Margin

 

 

8.2

%

 

 

7.6

%

 

 

7.4

%

 

 

6.8

%

 

(1)
Mexico joint venture EBITDA represents 50% of the entity’s operating results for the periods presented, as adjusted to reflect the results on a basis comparable to our Adjusted EBITDA. In the financial statements, this joint venture is accounted for as an equity method investment and reported net of depreciation and income taxes. Because such a presentation would not reflect the adjustments made in our calculation of Adjusted EBITDA, we include our 50% interest in our Mexico joint venture on an Adjusted EBITDA basis to ensure consistency. The table below presents a reconciliation of Mexico joint venture net income to Mexico joint venture EBITDA:

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

(dollars in thousands)

 

August 1,
2026

 

 

August 2,
2025

 

 

August 1,
2026

 

 

August 2,
2025

 

Net income

 

$

10,402

 

 

$

8,167

 

 

$

21,506

 

 

$

17,387

 

Depreciation

 

 

8,838

 

 

 

6,793

 

 

 

17,144

 

 

 

13,390

 

Income tax expense

 

 

5,216

 

 

 

3,935

 

 

 

10,410

 

 

 

8,101

 

Foreign currency loss

 

 

326

 

 

 

696

 

 

 

470

 

 

 

404

 

Interest expense, net

 

 

1,496

 

 

 

1,129

 

 

 

2,579

 

 

 

1,833

 

EBITDA

 

$

26,278

 

 

$

20,720

 

 

$

52,109

 

 

$

41,115

 

50% of EBITDA

 

$

13,139

 

 

$

10,360

 

 

$

26,055

 

 

$

20,558

 

 

(2)
Other costs include, as incurred: restructuring costs and restructuring-related severance costs; legal reserves associated with significant, non-ordinary course legal or regulatory matters; and costs related to certain significant strategic transactions.
(3)
We define net margin as net income attributable to Class A and B-1 common stockholders divided by net sales and Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

 

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that is calculated as net cash provided by operating activities less cash paid for fixed assets. Management believes that Free Cash Flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company’s financial performance.

21


 

The table below reflects the calculation of Free Cash Flow for the periods presented:

 

 

 

Twenty-six weeks ended

 

 

 

August 1,
2026

 

 

August 2,
2025

 

(dollars in thousands)

 

 

 

 

 

 

Net cash provided by operating activities

 

$

130,584

 

 

$

70,438

 

Cash paid for fixed assets

 

 

(69,788

)

 

 

(60,516

)

Free Cash Flow

 

$

60,796

 

 

$

9,922

 

 

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are funds generated by operating activities and available capacity for borrowings on our $546.0 million ABL Revolving Credit Facility. Our ability to fund our operations, to make planned capital investments, to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond our control. Our liquidity as of August 1, 2026 was $781.1 million, inclusive of cash and cash equivalents of $293.5 million and $487.6 million of availability on the ABL Revolving Credit Facility.

We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under the ABL Revolving Credit Facility will be sufficient to finance our operations, meet our current cash requirements, and fund anticipated capital investments for at least the next 12 months. We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but we cannot be assured that such financing will be available on favorable terms, or at all.

Cash Flows

The following table summarizes our consolidated cash flows:

 

 

 

Twenty-six weeks ended

 

(dollars in thousands)

 

August 1,
2026

 

 

August 2,
2025

 

Total cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

130,584

 

 

$

70,438

 

Investing activities

 

 

(69,292

)

 

 

(58,091

)

Financing activities

 

 

(36,202

)

 

 

(4,280

)

Net increase in cash, cash equivalents
  and restricted cash

 

$

25,090

 

 

$

8,067

 

 

Operating Activities

Our primary source of operating cash is sales of products and services to customers, which are substantially all on a cash basis, and therefore provide us with a significant source of liquidity. Our primary uses of cash in operating activities include: purchases of inventory; freight and warehousing costs; employee-related expenditures; occupancy-related costs for our pet care centers, distribution centers and corporate support centers; credit card fees; interest under our debt agreements; and marketing expenses. Net cash provided by operating activities is impacted by our net income adjusted for certain non-cash items, including: depreciation and amortization; amortization of debt discounts and issuance costs; deferred income taxes; equity-based compensation; impairments of goodwill and intangible assets; other non-operating income; and the effect of changes in operating assets and liabilities.

Net cash provided by operating activities was $130.6 million in the twenty-six weeks ended August 1, 2026 compared with net cash provided by operating activities of $70.4 million in the twenty-six weeks ended August 2, 2025. The increase in operating cash flows were primarily driven by the timing of interest and rent payments, a

22


 

decrease in inventory purchases, and the net impact of tariff refunds. This was partially offset by timing of invoice payments.

Investing Activities

Net cash used in investing activities was $69.3 million and $58.1 million for the twenty-six weeks ended August 1, 2026 and August 2, 2025, respectively, and consisted primarily of capital expenditures to support our business.

Financing Activities

Net cash used in financing activities was $36.2 million for the twenty-six weeks ended August 1, 2026, compared with $4.3 million used in financing activities for the twenty-six weeks ended August 2, 2025. Financing cash flows in the twenty-six weeks ended August 1, 2026 primarily consisted of payments of debt issuance costs and borrowings and repayments of debt in connection with the February 2, 2026 refinancing transaction discussed under "Sources of Liquidity" below. Financing cash flows in the twenty-six weeks ended August 2, 2025 were not material.

Sources of Liquidity

Senior Secured Credit Facilities and Senior Secured Notes

The Company had a secured term loan facility originally maturing on March 4, 2028 (the “First Lien Term Loan”), with an outstanding principal balance of $1,500.0 million as of January 31, 2026. On February 2, 2026, the Company entered into a refinancing amendment to the credit agreement governing the First Lien Term Loan (“Amended First Lien Term Loan”) and issued $600.0 million in aggregate principal amount of senior secured notes (the “Senior Secured Notes”). Following the amendment, $900.0 million of principal remained on the Amended First Lien Term Loan.

In September 2026, the Company voluntarily prepaid $75.0 million of the Amended First Lien Term Loan using existing cash on hand. The prepayment was applied to the remaining principal payments in order of scheduled payment date.

The Company has a secured asset-based revolving credit facility (as amended from time to time, the “ABL Revolving Credit Facility”). The first tranche of the ABL Revolving Credit Facility, which had availability of up to $35.0 million, subject to a borrowing base, matured on March 4, 2026. The remaining tranche has availability of up to $546.0 million, subject to a borrowing base, maturing on March 29, 2029.

For more information regarding this indebtedness, refer to Note 3, “Senior Secured Credit Facilities,” and Note 4 “Senior Secured Notes,” to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Derivative Instruments

The Company has entered into interest rate collar and swap agreements to limit the maximum interest on a portion of the Company’s variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. For more information regarding derivative instruments, refer to Note 5, “Derivative Instruments,” to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make assumptions and estimates about future results and apply judgments that affect the reported amounts of assets, liabilities, net sales, expenses and related disclosures. We base our estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our consolidated financial statements are prepared. On an ongoing basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

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There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2025 Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies,” to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for information regarding recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risks arising from transactions in the normal course of our business. These risks are primarily associated with interest rate fluctuations, as well as changes in our credit standing, based on the capital and credit markets, which are not predictable. We do not currently hold any instruments for trading purposes.

Interest Rate Risk

We are subject to interest rate risk in connection with the Amended First Lien Term Loan and the ABL Revolving Credit Facility. As of August 1, 2026, we had $897.8 million outstanding under the Amended First Lien Term Loan and no amounts outstanding under the ABL Revolving Credit Facility. The Amended First Lien Term Loan and the ABL Revolving Credit Facility each bear interest at variable rates. An increase of 100 basis points in the variable rates on the Amended First Lien Term Loan and the ABL Revolving Credit Facility as of August 1, 2026 would have increased annual cash interest in the aggregate by approximately $9.1 million. Additionally, we entered into cash flow hedges to limit the maximum interest rate on a portion of our variable-rate debt and limit our exposure to interest rate variability, refer to Note 5, “Derivative Instruments,” to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

We cannot predict market fluctuations in interest rates and their impact on our debt, nor can there be any assurance that long-term fixed-rate debt will be available at favorable rates, if at all. Consequently, future results may differ materially from estimated results due to adverse changes in interest rates or debt availability.

Credit Risk

As of August 1, 2026, substantially all of our cash and cash equivalents were maintained at major financial institutions in the United States, and our current deposits are likely in excess of insured limits. We believe these institutions have sufficient assets and liquidity to conduct their operations in the ordinary course of business with little or no credit risk to us.

Foreign Currency Risk

Substantially all of our business is currently conducted in U.S. dollars, with a small amount denominated in foreign currencies. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Our results of current and future operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. We do not enter into forward currency contracts to hedge our foreign currency exposure. A hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material effect on our operating results.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

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As of the end of the period covered by this Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of August 1, 2026.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended August 1, 2026, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 

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PART II—OTHER INFORMATION

See Note 8, “Commitments and Contingencies,” to the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for a description of legal proceedings, which is incorporated herein by reference.

Item 1A. Risk Factors.

Reference is made to Part I, Item 1A, “Risk Factors” included in the 2025 Form 10-K for information concerning risk factors. There have been no material changes with respect to the risk factors disclosed in the 2025 Form 10-K. You should carefully consider such factors, which could materially and adversely affect our business, financial condition and/or results of operations. The risks described in the 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None of our directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Form 10-Q.

 

 

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Item 6. Exhibits.

 

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q:

 

Exhibit

Number

Description

 

 

 

  10.1†

 

Second Amendment to Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 1, 2026)

 

 

 

  10.2†

 

Amended and Restated Executive Severance Plan

 

 

 

  31.1

 

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  31.2

 

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  32.1*

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

  32.2*

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

  101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

  101.SCH

 

Inline XBRL Taxonomy Extension With Embedded Linkbase Documents

 

 

 

  104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

Management contract or compensatory plan or arrangement.

 

* Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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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 thereunto duly authorized.

 

 

Petco Health and Wellness Company, Inc.

 

 

Date: September 4, 2026

By:

 

/s/ Sabrina Simmons

 

 

Sabrina Simmons

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

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