WOOF Insider Filing: 43k Share RSU Award to Director Iris Yen

Rhea-AI Filing Summary

Petco Health & Wellness Company (WOOF) – Form 4 filing, 28-Jul-2025

Director Iris Yen reported an acquisition (Code A) of 43,422 restricted stock units (RSUs) on 24-Jul-2025 under the company’s 2021 Equity Incentive Plan. Each RSU converts 1-for-1 into Class A common shares at no cost to the insider. The award vests on the earlier of the next annual shareholder meeting or 24-Jul-2026, encouraging one-year board-level alignment with shareholders.

Post-grant holdings:

• Direct: 145,787 Class A shares
• Indirect: 1,983 shares held via the Yen-Geniblazo Family Trust

No derivative securities or sales were reported. The filing increases Yen’s direct economic exposure by roughly 42k shares, signalling continued commitment but has minimal dilution for the issuer due to the modest size relative to WOOF’s ~300 m share count.

Positive

• Director increases direct ownership by 43,422 shares, modestly strengthening insider-shareholder alignment.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU grant boosts director alignment; negligible share-count impact.

The one-year vesting schedule links board incentives to near-term performance while maintaining flexibility for refreshment at the next AGM. At ~0.01% of outstanding shares, dilution is immaterial, but the disclosure confirms Petco’s ongoing use of equity to retain talent amid retail-pet sector volatility.

Governance Specialist

TL;DR: Filing is governance-standard; no red flags or unusual terms.

The RSU grant follows normal board compensation practice—single-tranche grant, standard vest trigger, and no accelerated vesting features. Signature by attorney-in-fact and timely submission indicate compliance with Section 16 reporting obligations.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Yen Iris

(Last) (First) (Middle)

C/O PETCO HEALTH AND WELLNESS COMPANY,

INC., 10850 VIA FRONTERA

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Petco Health & Wellness Company, Inc. [ WOOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	07/24/2025		A		43,422	A	$0	145,787	D
Class A Common Stock								1,983	I	By Yen-Geniblazo Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 43,422 restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The RSUs will vest on the earlier to occur of (i) the Issuer's next annual shareholder meeting or (ii) July 24, 2026.

	/s/ Giovanni Insana, as Attorney-in-Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Petco (WOOF) shares did Director Iris Yen acquire?

She received 43,422 RSUs, each convertible into one Class A share.

When will the newly granted RSUs vest?

Vesting occurs on the earlier of Petco’s next annual shareholder meeting or 24-Jul-2026.

What is Iris Yen’s total ownership after the transaction?

Direct ownership is 145,787 shares; an additional 1,983 shares are held indirectly via family trust.

Did the filing report any stock sales or option exercises?

No sales or derivative transactions were reported—only an RSU grant (Code A).

Is the RSU grant dilutive to existing shareholders?

Dilution is minimal; 43k shares represent roughly 0.01% of Petco’s outstanding share count.