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Petco Director Ownership Drops After Large RSU Forfeiture in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 highlights: On 07/24/2025 Petco Health & Wellness (WOOF) director Rajendra M. Mohan received 43,422 restricted stock units (RSUs) under the 2021 Equity Incentive Plan. Each RSU converts into one Class A share; vesting occurs at the next annual shareholder meeting or by 07/24/2026, whichever comes first. The grant was recorded at $0 purchase price, a standard equity-compensation award.

Following the transaction, Mohan now reports 523,027 directly held Class A shares.

Notable disclosure: Since the last filing Mohan forfeited 631,914 time-based RSUs. Although this forfeiture is not treated as a same-day transaction, it materially reduced his reported beneficial ownership and more than offsets the new 43k-unit grant.

No derivative securities were acquired or disposed of, and there are no changes in indirect ownership.

Positive

  • 43,422 new RSUs granted, indicating continued commitment to director equity-based compensation

Negative

  • Forfeiture of 631,914 RSUs since last report materially lowers insider ownership
  • Net reduction in director’s holdings could be interpreted as a weaker alignment with shareholders

Insights

TL;DR: Net share position down ~589k due to RSU forfeiture; new 43k grant has minimal market impact.

The filing is primarily administrative. Management continues to use equity to align director incentives, but the 631,914-unit forfeiture suggests prior performance or service conditions were unmet, trimming Mohan’s stake by roughly 55% versus the last report. The new 43k RSU award partially replenishes but does not reverse the drop. Because insider ownership changes do not alter company fundamentals and no open-market buying or selling occurred, the disclosure is neutral for valuation. Still, investors tracking insider sentiment may view the reduced position as a modest negative signal.

Insider MOHAN RAJENDRA M
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 43,422 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 523,027 shares (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. Since the reporting person's last reported transaction, the reporting person forfeited 631,914 time-based RSUs, which is reflected as a reduction to the number of shares of Class A common stock reported in Column 5.

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

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FAQ

How many Petco (WOOF) shares did the director acquire on 07/24/2025?
He received 43,422 RSUs, each convertible into one Class A share.

What is the director's total Petco share ownership after the Form 4 filing?
Reported direct beneficial ownership is 523,027 Class A shares.

Did the director buy or sell Petco shares on the open market?
No. The transaction was a zero-cost RSU grant; no open-market activity occurred.

Why did the director’s share count fall despite the new RSU grant?
He forfeited 631,914 time-based RSUs since the prior filing, more than offsetting the current award.

When will the newly granted RSUs vest?
They vest at Petco’s next annual shareholder meeting or on 07/24/2026, whichever is earlier.
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*
MOHAN RAJENDRA M
(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)(2) 07/24/2025 A 43,422 A $0 523,027 D
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.
2. Since the reporting person's last reported transaction, the reporting person forfeited 631,914 time-based RSUs, which is reflected as a reduction to the number of shares of Class A common stock reported in Column 5.
/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.

Source: View Original Filing on SEC EDGAR