Glenn Murphy becomes non-employee Chairman of Petco (WOOF) board

Rhea-AI Filing Summary

Petco Health and Wellness Company, Inc. appointed Glenn Murphy, previously Executive Chairman, as non-employee Chairman of the Board effective February 1, 2026. This change shifts his role from an executive position to an independent board leadership capacity.

In connection with the transition, Mr. Murphy will receive a lump sum payment of $9,615.38 as statutory pay under his May 13, 2024 offer letter and remains eligible for an annual bonus for fiscal 2025, payable when executive officer bonuses are paid. Petco also issued a press release on February 2, 2026 to publicly announce his appointment as Chairman.

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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): January 30, 2026

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 Instructions 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2026, the Board of Directors (the “Board”) of Petco Health and Wellness Company, Inc. (the “Company”) appointed Glenn Murphy, the Company’s Executive Chairman, as Chairman of the Board, effective February 1, 2026 (the “Effective Date”), in a non-employee capacity.

In connection with the transition, Mr. Murphy and the Company entered into a transition agreement, pursuant to which Mr. Murphy will receive a lump sum payment of $9,615.38 as statutory pay required by applicable law in accordance with the terms of his previously disclosed offer letter dated May 13, 2024. Mr. Murphy will also remain eligible for an annual bonus for fiscal 2025, payable at the time annual bonuses are paid to the Company’s executive officers.

The foregoing summary of Mr. Murphy’s transition agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the transition agreement filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 2, 2026, the Company issued a press release announcing Mr. Murphy’s appointment as Chairman of the Board, effective as of February 1, 2026. A copy of the press release is attached as Exhibit 99.1 hereto.

The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Transition Agreement, dated January 30, 2026 between Glenn Murphy and 1000891444 Ontario Inc., an indirect wholly owned subsidiary of Petco Health and Wellness Company, Inc.
99.1	Press Release, dated February 2, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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:	February 2, 2026	By:	/s/ Giovanni Insana
			Name: Giovanni Insana Title: Chief Legal Officer and Secretary

FAQ

What leadership change did Petco (WOOF) announce in this 8-K?

Petco announced that Glenn Murphy, formerly Executive Chairman, has been appointed non-employee Chairman of the Board effective February 1, 2026. This changes his role from an executive position to a board-only leadership role focused on governance rather than day-to-day management.

When does Glenn Murphy’s new Chairman role at Petco (WOOF) become effective?

Glenn Murphy’s role as non-employee Chairman of the Board becomes effective February 1, 2026. The Board approved this change on January 30, 2026, and Petco subsequently issued a press release on February 2, 2026 to publicly announce the leadership transition.

What payments will Glenn Murphy receive in connection with his Petco (WOOF) transition?

In connection with the transition, Glenn Murphy will receive a lump sum payment of $9,615.38 as statutory pay required by applicable law, consistent with his May 13, 2024 offer letter. This payment reflects contractual obligations tied to his change in status.

Is Glenn Murphy still eligible for a bonus from Petco (WOOF) after his role change?

Yes. Glenn Murphy remains eligible for an annual bonus for Petco’s fiscal 2025, even after transitioning to non-employee Chairman. Any bonus would be paid at the same time annual bonuses are paid to the company’s executive officers, according to the transition agreement.

Did Petco (WOOF) disclose the full transition agreement with Glenn Murphy?

Petco summarized key terms but filed the full transition agreement as Exhibit 10.1. The company notes that the brief description is qualified in its entirety by reference to that agreement, which includes complete terms between Glenn Murphy and the Petco subsidiary.

How did Petco (WOOF) communicate Glenn Murphy’s Chairman appointment to the public?

Petco issued a press release on February 2, 2026 announcing Glenn Murphy’s appointment as Chairman of the Board effective February 1, 2026. This press release was attached as Exhibit 99.1 and furnished under Regulation FD rather than treated as filed for liability purposes.