Petco prices $600M 8.25% senior secured notes

Petco Health and Wellness Company, Inc. is issuing $600 million of 8.250% senior secured notes due 2031.

Rhea-AI Filing Summary

Petco Health and Wellness Company, Inc. is issuing $600 million of 8.250% senior secured notes due 2031. The company expects the sale of these notes to close on February 2, 2026, subject to customary closing conditions.

The notes will be guaranteed by subsidiaries that already guarantee Petco’s credit facilities. They will be secured with first-lien priority on fixed assets and second-lien priority on current assets, and will sit at different levels of priority versus other existing secured and unsecured debt depending on collateral and lien ranking.

Petco plans to use the net proceeds from the notes, together with borrowings under a new term loan facility and cash on hand, to fully repay its existing term loan facility, cover related fees and expenses, and for general corporate purposes. The company announced these financing plans through a press release furnished as an exhibit.

Insights

Corporate credit and capital structure analyst

Petco is refinancing its term loan with new secured notes and a fresh term facility.

Petco Health and Wellness Company, Inc. has priced $600 million of 8.250% senior secured notes due 2031. These notes are guaranteed by subsidiaries that already support its credit facilities and are secured by first-lien interests in fixed assets and second-lien interests in current assets. This setup clarifies where these notes sit relative to other debt in the capital structure.

The company plans to combine the note proceeds with borrowings under a new term loan facility and cash on hand to repay its existing term loan facility, pay related fees and expenses, and fund general corporate purposes. That means the transaction primarily reshapes how Petco’s debt is structured and priced rather than simply adding new leverage, although the coupon of 8.250% suggests a relatively high-cost piece of financing.

Because closing is expected on February 2, 2026 and remains subject to customary conditions, the final impact depends on successful completion and the terms of the new term loan facility. Subsequent company filings may provide more detail on total interest expense, maturity profile, and how the mix of secured claims across fixed and current assets affects overall financial flexibility.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Petco Health and Wellness Company, Inc. announced the pricing of $600 million in aggregate principal amount of its 8.250% senior secured notes due 2031, with closing expected on February 2, 2026, subject to customary conditions.

What are the key terms of Petco (WOOF) 8.250% senior secured notes?

The notes have a principal amount of $600 million, a coupon of 8.250%, and mature in 2031. They are guaranteed by Petco subsidiaries that guarantee its credit facilities and are secured by first-lien interests in fixed assets and second-lien interests in current assets.

How will Petco (WOOF) use the proceeds from the new notes?

Petco intends to use the net proceeds from the sale of the notes, together with borrowings under a new term loan facility and cash on hand, to repay in full its existing term loan facility, pay related fees and expenses, and for general corporate purposes.

How do the new Petco (WOOF) notes rank relative to other company debt?

The notes and guarantees will be effectively senior to unsecured and junior-lien debt to the extent of collateral value, effectively equal to other senior debt secured on the same priority basis, and effectively subordinated to secured debt on non-collateral assets and to any senior-priority lien debt on current asset collateral.

When is the Petco (WOOF) note offering expected to close?

The closing of the sale of the notes is expected to occur on February 2, 2026, subject to customary closing conditions.

What exhibit did Petco (WOOF) include with this 8-K?

Petco attached a press release dated January 22, 2026 as Exhibit 99.1, along with a cover page interactive data file as Exhibit 104.

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

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Accepted by SEC EDGAR 01/22/2026 - 06:40 PM Learn about SEC filing dates

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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 22, 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 7.01 Regulation FD Disclosure.

On January 22, 2026, Petco Health and Wellness Company, Inc. (the “Company”) issued a press release announcing the pricing of $600 million in aggregate principal amount of its 8.250% senior secured notes due 2031 (the “Notes”). The closing of the sale of the Notes is expected to occur on February 2, 2026, and is subject to customary closing conditions. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The Notes will be guaranteed by the Company’s subsidiaries that guarantee the Company’s credit facilities (the “Guarantors”) and will be secured on a first-lien priority basis by security interests granted in the Company’s and the Guarantors’ fixed assets and on a second-lien priority basis by security interests granted in the Company’s and the Guarantors’ current assets. The Notes and the related guarantees will be: effectively senior to any of the Company’s and the Guarantors’ existing and future unsecured indebtedness and indebtedness secured by liens junior to the liens securing the Notes, in each case, to the extent of the value of the collateral; effectively equal to all of the Company’s and the Guarantors’ senior indebtedness secured on the same priority basis as the Notes; effectively subordinated to any existing and future secured indebtedness of the Company and the Guarantors that is secured by liens on assets that do not constitute collateral to the extent of the value of the assets securing such indebtedness; and effectively subordinated to any existing and future senior-priority lien indebtedness of the Company and the Guarantors, to the extent of the value of the current asset collateral securing such obligations.

The Company intends to use the net proceeds from the sale of the Notes, together with borrowings under a new term loan facility and cash on hand, to repay in full its existing term loan facility, to pay related fees and expenses, and for general corporate purposes.

The information being furnished pursuant to Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K 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
99.1	Press Release, dated January 22, 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, 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:	January 22, 2026	By:	/s/ Giovanni Insana
			Name: Giovanni Insana Title: Chief Legal Officer and Secretary