[8-K] Petco Health and Wellness Company, Inc. Reports Material Event

Rhea-AI Filing Summary

Filing overview: On 29 Jul 2025 Orin Hirschman and AIGH Capital Management LLC filed Amendment No. 1 to Schedule 13G on Verastem, Inc. (VSTM). The amendment reports aggregate beneficial ownership of 2,003,179 common shares, representing 3.6 % of Verastem’s outstanding stock as of 30 Jun 2025.

Key details

• All shares are held with sole voting and dispositive power; no shared power is reported.
• Item 5 states the group now owns “5 percent or less” of the class, indicating the stake has fallen below the 5 % threshold that triggered the original Schedule 13G.
• The shares are owned by AIGH Investment Partners, L.P. and WVP Emerging Manager Onshore Fund, LLC – AIGH Series, for which AIGH Capital acts as adviser; Hirschman signs as managing member.

Investor take-away: A former 5 %-plus holder has reduced its position to 3.6 %. While the group remains a meaningful shareholder, the trim may signal lower conviction or portfolio rebalancing; the reduced stake also lessens any single-holder influence over corporate decisions.

Positive

• Retention of 2.0 M shares (3.6 %) means the investor group still has a meaningful, though reduced, position in VSTM.

Negative

• Stake fell below the 5 % threshold, implying the group sold shares and reducing perceived commitment and potential support for the stock.

Insights

Portfolio Manager

TL;DR: Large holder cut stake below 5 %; signals diminished commitment and possible selling pressure.

The move from >5 % to 3.6 % removes AIGH/Orin Hirschman from the list of Section 13(d) “active” owners, reducing potential influence over governance and proxy outcomes. Liquidation of roughly 900 k+ shares (exact prior level not disclosed here) may create short-term supply and suggests lowered risk-adjusted return expectations. Nonetheless, retaining 2 M shares shows continued, albeit smaller, alignment. I view the development as modestly negative for sentiment but not thesis-changing.

Corporate Governance Analyst

TL;DR: Compliance-driven amendment; governance impact limited.

This filing mainly updates ownership disclosure and certifies ordinary-course intent under Rule 13d-1. No change in control or activist language appears. Governance risk is therefore minimal, and board dynamics should remain unchanged. Investors should simply note the ownership update for modeling purposes.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Petco Health and Wellness Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39878	81-1005932
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, Petco Health and Wellness Company, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of R. Michael Mohan, David Lubek, and Christopher J. Stadler (the “Director Nominees”) to the Board of Directors of the Company (the “Board”) as Class II directors, each to serve for a three-year term expiring at the Company’s 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or, if sooner, until his earlier death, resignation, removal, retirement, or disqualification (“Proposal 1”); (2) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 (“Proposal 3”).

Holders of the Company’s Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company’s Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except Proposal 1. Holders of the Company’s Class B-2 common stock were entitled to vote only on Proposal 1 at the Annual Meeting.

Based on the votes cast by holders of Class A Common Stock, Class B-1 common stock, and Class B-2 common stock, with Class A and Class B-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2 and 3, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

1. The election of the Director Nominees to the Board as Class II directors (Proposal 1):

Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
R. Michael Mohan	225,675,492	10,006,085	21,406,710
David Lubek	213,060,257	22,621,320	21,406,710
Christopher J. Stadler	207,552,269	28,129,308	21,406,710

2. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (Proposal 2):

Votes For	Votes Against	Abstentions	Broker Non-Votes
221,171,067	14,362,001	148,509	21,406,710

3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 (Proposal 3):

Votes For	Votes Against	Abstentions	Broker Non-Votes
254,454,520	2,349,764	284,003	-

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

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 hereunto duly authorized.

			Petco Health and Wellness Company, Inc.
Date:	July 29, 2025	By:	/s/ Giovanni Insana
		Name: Title:	Giovanni Insana Chief Legal Officer and Secretary

FAQ

How many Verastem (VSTM) shares does Orin Hirschman now hold?

The filing lists 2,003,179 common shares beneficially owned.

What percentage of Verastem's outstanding shares is represented by this stake?

The position equals 3.6 % of the company’s common stock.

Why was an amended Schedule 13G/A filed?

Item 5 shows ownership dropped below 5 %, requiring an update to the original 13G.

Who are the reporting persons in this filing?

AIGH Capital Management LLC, AIGH Investment Partners LLC and Orin Hirschman.

What is the CUSIP number for Verastem common stock?

The CUSIP is 92337C203.

When did the event triggering the filing occur?

The relevant event date is 30 June 2025; the document was signed 29 July 2025.

Do the reporting persons share voting or dispositive power with others?

No. The filing reports sole voting and dispositive power over all disclosed shares.